Transfer of the Membership Interests Sample Clauses

Transfer of the Membership Interests. An assignment and assumption agreement in a form to be agreed upon by CST, GP Buyer and LGC, evidencing the assignment, transfer and delivery to GP Buyer of all of the Membership Interests, duly executed by LGC (the “GP Assignment”);
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Transfer of the Membership Interests. An assignment and assumption agreement in a form to be agreed upon by IDR Buyer and the IDR Sellers, evidencing the assignment, transfer and delivery to IDR Buyer of all of the Membership Interests, duly executed by each IDR Seller (the “Membership Interest Assignment”);
Transfer of the Membership Interests. At the Closing, Holdco shall sell, convey, transfer, assign and deliver to Buyer, and Buyer shall purchase from Holdco, all of the Membership Interests free and clear of all Liens.
Transfer of the Membership Interests. On the Closing Date and pursuant to the terms and conditions of this Agreement, and for good and valuable consideration as set forth in Section 2.2 hereof, the Purchaser agrees to purchase and acquire from GECC and GEAI, and GECC and GEAI agree to irrevocably sell, transfer and assign to the Purchaser, good and marketable title to all of the Membership Interests, free and clear of any and all Encumbrances, other than any Encumbrances created by, or arising as a result of, actions of the Purchaser or its Affiliates.

Related to Transfer of the Membership Interests

  • Transfer of Membership Interests (a) The Member may transfer its Membership Interest, in whole but not in part, but the transferee shall not be admitted as a Member except in accordance with Section 6.07. Until the transferee is admitted as a Member, the Member shall continue to be the sole member of the Company (subject to Section 1.02) and to be entitled to exercise any rights or powers of a Member of the Company with respect to the Membership Interest transferred.

  • Transfer of Membership Interest The Sole Member may Transfer any part or all of its rights and interest (including, but not limited to, its Capital Account) in the Company (each a “Membership Interest”) now owned or hereafter acquired to any Person, and the transferee of such Membership Interest shall become a Member of the Company.

  • Transfer of Partnership Interests The foregoing power of attorney shall survive the delivery of an instrument of transfer by any Partner of the whole or any portion of or interest in its Partnership Interest, except that (i) where a Partner becomes a Former Partner, or (ii) where a Transferee of such Partnership Interest has been approved as a successor Partner and the Transferor shall thereupon cease being a Partner (all in accordance with this Agreement), then the power of attorney of the Former Partner or the Transferor Partner, as the case may be, shall survive the cessation of Partner status or the delivery of such instrument of transfer, as the case may be, for the sole purpose of enabling the attorneys-in-fact for such Former Partner or the Transferor Partner (or any of them) to execute, swear to, acknowledge and file any and all instruments necessary to effectuate or reflect such cessation, transfer and succession.

  • Membership Interest The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

  • Membership Interests The Sole Member currently owns one hundred percent (100%) of the percentage interests in the Company.

  • Assignment of Membership Interests The Assignment of Membership Interests shall have been fully executed and delivered to Purchaser.

  • Transfers of Membership Interests (a) A Member may not transfer, assign, sell, pledge, hypothecate or otherwise dispose of any of the attributes of his, her or its Membership Interest (collectively, a “Transfer”), in whole or in part, to any Person without the prior written consent of the Board of Managers, which consent the Board of Managers may withhold in its sole discretion, and any attempted Transfer of a Membership Interest shall be null and void ab initio unless effected in accordance with this Article XI.

  • Transfer of Interests The Member may sell, assign, pledge, encumber, dispose of or otherwise transfer all or any part of the economic or other rights that comprise its Interest. The transferee shall have the right to be substituted for the Member under this Agreement for the transferor if so determined by the Member. No Member may withdraw or resign as Member except as a result of a transfer pursuant to this Section 7 in which the transferee is substituted for the Member. None of the events described in Section 18-304 of the Act shall cause the Member to cease to be a Member of the Company.

  • Assignment of Membership Interest A Member may not assign the Member’s interest in the Company except with the written consent of all the other Members of record. Any such consent to assignment automatically entitles the assignee to become a Member. A Member’s membership interest may be evidenced by a certificate of membership interest issued by the Company.

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