Transfer of Member Interest. The Owner Participant covenants and agrees that it shall not during the Facility Lease Term assign, convey or transfer any of its right, title or interest in the Member Interest without the prior written consent of the Facility Lessee and, so long as the Lien of the Collateral Trust Indenture has not been terminated or discharged, without the prior written consent of the Indenture Trustee; provided, however, that the Owner Participant may, subject to Section 7.6, assign, convey or transfer all or any part of its interest in the Member Interest without such consent to a Person (the "Transferee") which shall assume the duties and obligations of the Owner Participant under the Operative Documents with respect to the interest being transferred pursuant to an OP Assignment and Assumption Agreement substantially in the form of Exhibit J hereto, if each of the following conditions shall have been satisfied on or prior to such transfer: the Facility Lessee, the Indenture Trustee and the Pass Through Trustees shall have received an opinion(s) of counsel (including an opinion with respect to a guaranty pursuant to clause (iii) of this Section 7.1, if applicable), which opinion(s) and counsel are reasonably satisfactory to each such recipient and consistent in scope to the opinions delivered on behalf of the Owner Participant at the Closing, including that all regulatory approvals required in connection with such transfer or necessary to assume the Owner Participant's obligations under the Operative Documents shall have been obtained and that the proposed transfer of the Member Interest will not require registration under the Securities Act; the Transferee shall be a "United States person" within the meaning of Section 7701(a)(30) of the Code; the Transferee shall be either (A) an Affiliate of the transferor Owner Participant which does not otherwise qualify under clause (B) below (but in any event, such Affiliate shall not be a Competitor of Calpine); provided that all of the payment and performance obligations of the Transferee with respect to the interest being transferred under the Operative Documents shall be guaranteed by the transferor Owner Participant, or a Person then providing a guaranty of the transferor Owner Participant's obligations hereunder, pursuant to an OP Parent Guaranty or (B) a Person which meets, or the payment and performance obligations of which with respect to the interest being transferred under the Operative Documents are guaranteed (purs...
Transfer of Member Interest. A Member may assign all or any portion of such Member’s Member Interest in the Company at any time upon the assumption by the assignee of all obligations of a Member under this Agreement. Upon any such assignment, the assignee shall succeed to the rights and obligations of the Member in respect of its Member Interest in the Company so transferred and (i) upon the assignment of 100% of the outstanding Member Interest in the Company held by a single Member to one or more assignees, each such assignee shall become a Member of the Company; (ii) upon any other assignment of Member Interest in the Company, such assignee shall become a Member in the Company upon the consent of all Members other than the assigning Member or, if the assigning Member shall be the sole Member immediately prior to such assignment, upon the consent of such assigning Member. A Member may hypothecate, pledge or encumber its interest at any time without the consent of the Company or the other Members. Notwithstanding anything to the contrary contained herein, no such transfer of a Member’s Member Interest in the Company shall operate to dissolve the Company.
Transfer of Member Interest. 40. A Member may assign their proprietary assets and their rights in distribution interest in the Venture. Such assignment will only include that Member's economic rights and interests and will not include any other rights of that Member nor will it include an automatic admission as a Member of the Venture or the right to exercise any management or voting interests. A Member who assigns any or all of their Venture interest to any third party will relinquish their status as Member including all management and voting rights. Assignment of Member status, under this clause, including any management and voting interests, will require the consent of all the remaining Members.
Transfer of Member Interest. 24.5.1 The price determined pursuant to clauses 24.3 or 24.4 (as applicable) shall be known as the "Purchase Price" for the purpose of this Clause 24.5.
Transfer of Member Interest. The rights and obligations of a Party are not unique to this Newco and may be assigned without the consent of the remaining Parties to this Agreement.
Transfer of Member Interest. Until such time, if any, as Xxxxxxxx X. Xxxxxxx is neither a director nor an officer of Oracle, the Member shall not sell, transfer, pledge, hypothecate or otherwise divest its Membership Interest, without the prior Approval of Oracle and Advance Notice to NetSuite.
Transfer of Member Interest. 43. The rights and obligations of a Member are not unique to this Venture and may be assigned without the consent of the remaining Members.
Transfer of Member Interest. In consideration for the Purchase Price, the KM Member hereby agrees to sell the SoCo Interest to the Buyer at the Closing, free and clear of any and all Liens, transfer restrictions and voting agreements or other agreements with respect to the ownership, voting, control or transfer of such SoCo Interest (except, in each case, to the extent expressly set forth in the Amended and Restated LLC Agreement or arising under Laws relating to federal or state securities matters). At the Closing, the Buyer, as the holder of the SoCo Interest, will have the rights and obligations related thereto as set forth in the Amended and Restated LLC Agreement.
Transfer of Member Interest. SECTION1.1...Interest of the Company to be Sold 1 SECTION1.2...Purchase Price 2 SECTION1.3...Closing 2 SECTION1.4...Post Closing Purchase Price Adjustment 2 SECTION1.5...Transition Services Agreement 3 SECTION1.6...Closing Obligations 3 SECTION1.7...Deliveries 4 SECTION1.8...Contribution to Subsidiary OLP 5 ARTICLE II
Transfer of Member Interest. The Member shall have the right, at any time, to transfer the Member Interest by sale, assignment or otherwise.
