Common use of Transfers of Membership Interests Clause in Contracts

Transfers of Membership Interests. 8.1 Except as provided in this Agreement, no Member shall Transfer (whether voluntarily or involuntarily or by operation of law) any portion of his Membership Interest without first offering, in writing, to sell all of such Member’s Membership Interest (a) first (1st) to the Company, (b) if not so purchased by the Company, then second (2nd) to GAG (unless GAG is the Member wishing to Transfer its Membership Interest), (c) if not so purchased by GAG, then third (3rd) to Xxxxxxx (unless Xxxxxxx is the Member wishing to Transfer his Membership Interest), (d) if not so purchased by Xxxxxxx, then fourth (4th) to Xxxxxxxx (unless Xxxxxxxx is the Member wishing to Transfer his Membership Interest), (e) if not so purchased by Xxxxxxxx, then fifth (5th) to Xxxxxxxx (unless Xxxxxxxx is the Member wishing to Transfer his Membership Interest), and (f) if not so purchased by Xxxxxxxx, then sixth (6th) to Xxxxxxx (unless Xxxxxxx is the Member wishing to Transfer his Membership Interest). Neither GAG, nor Xxxxxxx, nor Xxxxxxxx, nor Xxxxxxxx, nor Xxxxxxx shall be entitled to this right of purchase under subsection (b) or (c) above unless he is a Member at the time.

Transfers of Membership Interests. 8.1 Except as provided in this Agreement, no Member shall Transfer (whether voluntarily or involuntarily or by operation of law) any portion of his Membership Interest without first offering, in writing, to sell all of such Member’s Membership Interest (a) first (1st) to the Company, (b) if not so purchased by the Company, then second (2nd) to GAG (unless GAG is the Member wishing to Transfer its Membership Interest), (c) if not so purchased by GAG, then third (3rd) to Xxxxxxx Xxxxxxxx (unless Xxxxxxx Xxxxxxxx is the Member wishing to Transfer his Membership Interest), (d) if not so purchased by XxxxxxxXxxxxxxx, then fourth (4th) to Xxxxxxxx Xxxxxxx (unless Xxxxxxxx Xxxxxxx is the Member wishing to Transfer his Membership Interest), (e) if not so purchased by XxxxxxxxXxxxxxx, then fifth (5th) to Xxxxxxxx Marchlik and Bloom in equal parts (unless Xxxxxxxx (i) Marchlik is the Member wishing to Transfer his Membership InterestInterest or Marchlik elects not to purchase, then to Bloore alone, or (ii) Bloore is the Member wishing to Transfer his Membership Interest or Bloore elects not to purchase, then to Marchlik alone), and (f) if not so purchased by XxxxxxxxMarchlik and/or Bloore, then sixth lastly to all Members (6th) to Xxxxxxx (including GAG, Friedman, Bankert, Marchlik and Bloore, unless Xxxxxxx he or it is the Member wishing to Transfer his Membership Interest)) on a pro-rata basis, all in accordance with the provisions of Section 8.2. Neither GAG, Friedman, Bankert, Marchlik, Bloore nor Xxxxxxx, nor Xxxxxxxx, nor Xxxxxxxx, nor Xxxxxxx any other Member shall be entitled to this right of purchase under subsection subsections (b) or through (cg) above unless it or he is a Member at the time.