Admission of Members Disposition of Membership Interests Sample Clauses

Admission of Members Disposition of Membership Interests. Section 4.1 Assignment; Admission of Assignee as a Member.
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Admission of Members Disposition of Membership Interests. Section 4.1 Assignment; Admission of Assignee as a Member. Subject to this Article IV, a Member may assign in whole or in part its Membership Interests. An Assignee has the right to be admitted to the Company as a Member, with the Membership Interests (and attendant Sharing Ratio) so transferred to such Assignee, only if (a) the Member making the Disposition (a “Disposing Member”) has granted the Assignee either (i) all, but not less than all, of such Disposing Member’s Membership Interests or (ii) the express right to be so admitted and (b) such Disposition is effected in strict compliance with this Article IV. If a Member transfers all of its Membership Interest in the Company pursuant to this Article IV, such admission shall be deemed effective immediately upon the transfer and, immediately upon such admission, the transferor Member shall cease to be a member of the Company.
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Admission of Members Disposition of Membership Interests. 11 Section 4.1 Admission of Assignee as a Member 11 Section 4.2 Requirements Applicable to All Dispositions and Admissions 11 ARTICLE V CAPITAL CONTRIBUTIONS 12 Section 5.1 Initial Capital Contributions 12 Section 5.2 Loans 12 Section 5.3 Return of Contributions 12 ARTICLE VI DISTRIBUTIONS AND ALLOCATIONS 12 Section 6.1 Distributions 12 Section 6.2 Allocations of Profits and Losses 12 Section 6.3 Limitations on Distributions 12 ARTICLE VII MANAGEMENT 13 Section 7.1 Management by Board of Directors 13 Section 7.2 Number; Qualification; Tenure 14 Section 7.3 Regular Meetings 14 Section 7.4 Special Meetings 14 Section 7.5 Notice 14 Section 7.6 Action by Consent of Board 14 Section 7.7 Conference Telephone Meetings 15 Section 7.8 Quorum 15 Section 7.9 Vacancies; Increases in the Number of Directors 15 Section 7.10 Committees 15 Section 7.11 Removal 16 Section 7.12 Compensation of Directors 16 Section 7.13 Chairman of the Board 17 ARTICLE VIII OFFICERS 17 Section 8.1 Officers 17 Section 8.2 Election and Term of Office 17 Section 8.3 Chief Executive Officer 17 Section 8.4 Chief Financial Officer 18 Section 8.5 President 18 Section 8.6 Vice Presidents 18 Section 8.7 Treasurer 18 Section 8.8 Secretary 19 Section 8.9 General Counsel 19 Section 8.10 Controller 19 Section 8.11 Removal 20 Section 8.12 Vacancies 20 ARTICLE IX INDEMNITY AND LIMITATION OF LIABILITY 20 Section 9.1 Indemnification of Directors and Officers 20 ARTICLE X TAXES 20 Section 10.1 Taxes 20 ARTICLE XI BOOKS, RECORDS, REPORTS, AND BANK ACCOUNTS 21 Section 11.1 Maintenance of Books 21 Section 11.2 Reports 21 Section 11.3 Bank Accounts 21 ARTICLE XII DISSOLUTION, WINDING-UP, TERMINATION AND CONVERSION 21 Section 12.1 Dissolution 21 Section 12.2 Winding-Up and Termination 22 Section 12.3 Deficit Capital Accounts 23 Section 12.4 Certificate of Cancellation 23 ARTICLE XIII GENERAL PROVISIONS 23 Section 13.1 Offset 23 Section 13.2 Notices 23 Section 13.3 Entire Agreement; Superseding Effect 24 Section 13.4 Effect of Waiver or Consent 24 Section 13.5 Amendment or Restatement 24 Section 13.6 Binding Effect 25 Section 13.7 Governing Law; Severability 25 Section 13.8 Further Assurances 25 Section 13.9 Waiver of Certain Rights 25 Section 13.10 Counterparts 25 Exhibit A Exhibit B Exhibit C Members Directors Officers This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of Western Gas Equity Holdings, LLC (the “Company”), dated as of December 12, 2012, is adopted, executed and agreed to by Western Gas R...
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Admission of Members Disposition of Membership Interests 
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Related to Admission of Members Disposition of 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. (b) To the fullest extent permitted by law, any purported transfer of any Membership Interest in violation of the provisions of this Agreement shall be wholly void and shall not effectuate the transfer contemplated thereby. Notwithstanding anything contained herein to the contrary and to the fullest extent permitted by law, the Member may not transfer any Membership Interest in violation of any provision of this Agreement or in violation of any applicable federal or state securities laws.

  • Admission of Members Other persons may be admitted as Members from time to time pursuant to the provisions of this Agreement.

  • 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.

  • Purchase or Sale of Partnership Interests The General Partner may cause the Partnership to purchase or otherwise acquire Partnership Interests or Derivative Partnership Interests. As long as Partnership Interests are held by any Group Member, such Partnership Interests shall not be considered Outstanding for any purpose, except as otherwise provided herein. The General Partner or any Affiliate of the General Partner may also purchase or otherwise acquire and sell or otherwise dispose of Partnership Interests for its own account, subject to the provisions of Articles IV and X.

  • Rights of Assignees of Partnership Interests (a) Subject to the provisions of Sections 9.1 and 9.2 hereof, except as required by operation of law, the Partnership shall not be obligated for any purposes whatsoever to recognize the assignment by any Limited Partner of its Partnership Interest until the Partnership has received notice thereof. (b) Any Person who is the assignee of all or any portion of a Limited Partner’s Limited Partnership Interest, but does not become a Substitute Limited Partner and desires to make a further assignment of such Limited Partnership Interest, shall be subject to all the provisions of this Article 9 to the same extent and in the same manner as any Limited Partner desiring to make an assignment of its Limited Partnership Interest.

  • Admission of Member The Member is deemed admitted as the Member of the Company upon its execution and delivery of this Agreement.

  • Transfers of Membership Interests 8.1. A Member may withdraw from the Company at any time by giving Notice of withdrawal to the Manager at least 180 calendar days before the effective date of withdrawal. Withdrawal will not release a Member from any obligations and liabilities under this Agreement accrued or incurred before the effective date of withdrawal. A withdrawing Member will divest the Member’s entire Membership Interest before the effective date of withdrawal in accordance with and subject to the provisions of this Article VIII. 8.2. Except as expressly provided in this Agreement, a Member will not Transfer any part of the Member’s Membership Interest in the Company, whether now owned or later acquired, unless: (a) the other Members unanimously approve the transferee’s admission to the Company as a Member on that Transfer; and (b) the Membership Interest to be Transferred, when added to the total of all other Membership Interests Transferred in the preceding 12 months, will not cause the termination of the Company under the Code. No Member may Encumber or permit or suffer any Encumbrance of all or any part of the Member’s Membership Interest in the Company unless the Encumbrance has been approved in writing by the Manager. Approval may be granted or withheld in the Manager’s sole discretion. Any Transfer or Encumbrance of a Membership Interest without that approval will be void. Notwithstanding any other provision of this Agreement to the contrary, a Member who is a natural person may Transfer all or any portion of his or her Membership Interest to any revocable trust created for the benefit of the Member, or any combination between or among the Member, the Member’s spouse, and the Member’s issue, provided that the Member retains a beneficial interest in the trust and all of the Voting Interest included in the Membership Interest. A Transfer of a Member’s beneficial interest in the trust, or failure to retain the Voting Interest, will be deemed a Transfer of a Membership Interest. 8.3. If a Member wishes to Transfer any or all of the Member’s Membership Interest in the Company under a Bona Fide Offer (as defined below), the Member will give Notice to the Manager at least 30 days in advance of the proposed sale or Transfer, indicating the terms of the Bona Fide Offer and the identity of the offeror. The Company and the other Members will have the option to purchase the Membership Interest proposed to be transferred at the price and on the terms provided in this Agreement. If the price for the Membership Interest is other than cash, the fair value in dollars of the price will be as established in good faith by the Company. For purposes of this Agreement, “Bona Fide Offer” means an offer in writing setting forth all relevant terms and conditions of purchase from an offeror who is ready, willing, and able to consummate the purchase and who is not an Affiliate of the selling Member. For 30 days after the Notice is given, the Company will have the right to purchase the Membership Interest offered, on the terms stated in the Notice, for the lesser of: (a) the price stated in the Notice (or the price plus the dollar value of noncash consideration, as the case may be); and (b) the price determined under the appraisal procedures set forth in Section 8.8. If the Company does not exercise the right to purchase all of the Membership Interest, then, with respect to the portion of the Membership Interest that the Company does not elect to purchase, that right will be given to the other Members for an additional 30-day period, beginning on the day that the Company’s right to purchase expires. Each of the other Members will have the right to purchase, on the same terms, a part of the interest of the offering Member in the proportion that the Member’s Percentage Interest bears to the total Percentage Interests of all of the Members who choose to participate in the purchase; provided, however, that the Company and the participating Members may not, in the aggregate, purchase less than the entire interest to be sold by the offering Member. If the Company and the other Members do not exercise their rights to purchase all of the Membership Interest, the offering Member may, within 90 days from the date the Notice is given and on the terms and conditions stated in the Notice, sell or exchange that Membership Interest to the offeror named in the Notice. Unless the requirements of Section 8.2 are met, the offeror under this Section 8.3 will become an Assignee, and will be entitled to receive only the share of Profits or other compensation and the return of Capital Contribution to which the assigning Member would have been entitled.

  • 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.

  • Purchase and Sale of Membership Interests Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Sellers shall sell to Purchaser, and Purchaser shall purchase and accept from Sellers, the Membership Interests, free and clear of all Liens (other than restrictions arising under applicable securities Laws or Gaming Laws).

  • Transfers of Partnership Interests Except as the Partners may otherwise agree from time to time, a Partner may not Transfer all or any part of its Partnership Interest without the Consent of each other Partner, which Consent may be withheld in the sole discretion of each such other Partner.

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