Transfer of Member’s Interest. To the extent any of the following restrictions is not necessary to the Company, in the discretion of the Manager reasonably exercised, the Manager may eliminate or modify any restriction. Subject to the immediately preceding sentence, no assignee of the whole or any portion of a Member’s Interest in the Company shall have the right to become a substituted Member in place of his assignor, unless the following conditions are first met:
Transfer of Member’s Interest. (a) A Member has no right to withdraw or resign from the Company. Subject to any restrictions on transferability by operation of law or contained elsewhere in this Agreement, a Member may assign in writing his or her Membership Interest in the Company, subject to the limitations of Section 10.4 and Article 5 in general, provided:
Transfer of Member’s Interest. Subject to the Securityholders Agreement, a Member may transfer or assign all or part of its interest as a Member in the Company to any Person that agrees in writing to assume the responsibility of a Member under this Agreement. A Person who is so admitted as a Substitute Member or an Additional Member shall thereby become a Member. The Member shall not cease to be a Member upon the collateral assignment of, or the pledging or granting of a security interest in, its entire interest in the Company. No Person may become a Substitute Member except as provided by this Section 5.5.
Transfer of Member’s Interest. Upon the transfer of all or a part of an interest in the Company, items of Company income, gain, loss, deduction and credit for the Company Calendar Year in which such transfer occurs shall, except as otherwise agreed between the transferor, transferee and the Company, generally be allocated between the transferor and the transferee on a pro rata basis in proportion to the number of days in the year for which each held the interest.
Transfer of Member’s Interest. Subject to the provisions of SECTION 3.3 hereof, a Member may give, sell, assign, pledge, hypothecate, exchange or otherwise transfer to another person any portion of its interest in the Company accordance with the provisions of Section 18-702 of the Act. No person acquiring an interest in the Company pursuant to this SECTION 3.5 shall become a Member unless such person is approved by the vote or written consent of the Managing Member and the Members' holding a Majority Percentage Interest (exclusive of the Member who assigned or proposes to assign such interest) . If no such approval is obtained, such person's interest in the Company shall only entitle such person to receive the distributions and allocations of profits and losses to which the Member from whom or which such person received such interest would otherwise be entitled. Any such approval may be subject to any terms and conditions imposed by the consenting Members.
Transfer of Member’s Interest. A Member may transfer all or a portion of its Interests to any Person; provided that such transfer shall have the prior written consent of all other Members, if any. The transferee of any such transfer shall be entitled to have and to execute any rights or powers of a Member.
Transfer of Member’s Interest. No Member may assign, convey, sell, encumber, or in any way part with all or a portion of the Member’s Membership Interest except with the prior, written consent of all other Members, which consent may be given or withheld, conditioned, or delayed at the sole discretion of the other Members.
Transfer of Member’s Interest. A. Except as otherwise specifically provided in this Section 2.7, no Member shall have the right to Transfer all or any part of its Interest. Each Member hereby acknowledges the reasonableness of the restrictions on Transfer of Interests imposed by this Agreement in view of the Company purposes and the relationship of the Members. Accordingly, the restrictions on Transfer contained herein shall be specifically enforceable.
Transfer of Member’s Interest. The Member may transfer part or all of the Member’s interest at any time, including by gift, by testamentary transfer, and by intestacy, and such transfer shall not cause a dissolution of the Company. Any transferee who has properly acquired part or all of the Member’s interest in the Company shall be subject to all the terms, conditions, restrictions, and obligations of this Written Declaration. Any sale, assignment or transfer or purported sale, assignment or transfer of an interest in the Company, whether voluntary or involuntary, shall be null and void unless properly made in accordance with the provisions of this Written Declaration. The purported interest of any transferee who has not properly acquired part or all of the Member’s interest in the Company in accordance with this Written Declaration shall have no rights whatsoever, except and only to the extent that it is impossible under the law to terminate or restrict such rights, and then such rights shall be terminated or restricted to the maximum extent allowable under the law, and such interest shall be subject to all the terms, conditions, restrictions, and obligations of this Written Declaration.
Transfer of Member’s Interest. Subject to the Securityholders Agreement and any other agreement among the Company and a Member regarding Units held by such Member (including any Management Unit Subscription Agreement), a Member may transfer or assign all or part of its interest as a Member in the Company to any Person that agrees in writing to assume the responsibility of a Member under this Agreement. A Person who is so admitted as a Substitute Member or an Additional Member shall thereby become a Member. The Member shall not cease to be a Member upon the collateral assignment of, or the pledging or granting of a security interest in, its entire interest in the Company. No Person may become a Substitute Member except as provided by this Section 5.5.
