Affiliate Transfers. (i) Subject to the provisions of Section 10.1(b)(ii) hereof, and subject in each case to the prior written approval of each Member (such approval not to be unreasonably withheld), any Member may Transfer all or any portion of its Membership Interest in the Company at any time to an Affiliate of such Member, provided that such Affiliate shall remain an Affiliate of such Member at all times that such Affiliate holds such Membership Interest. If such Affiliate shall thereafter cease being an Affiliate of such Member while such Affiliate holds such Membership Interest, such cessation shall be a non-permitted Transfer and shall be deemed void ab initio, whereupon the Member having made the Transfer shall, at its own and sole expense, cause such putative transferee to disgorge all economic benefits and otherwise indemnify the Company and the other Member(s) against loss or damage under the Basic Documents. (ii) Notwithstanding anything to the contrary contained in this Agreement, the following Transfers shall not require the approval set forth in Section 10.1(b)(i): (a) Intentionally Omitted (b) Any Transfer by SOIF III or a SOIF III Transferee of up to one hundred percent (100%) of its Membership Interest to any Affiliate of SOIF III, including but not limited to (A) BRG or any Person that is directly or indirectly owned by BRG; (B) SOIF II or any Person that is directly or indirectly owned by SOIF II; (C) BGF or any Person that is directly or indirectly owned by BGF; and/or (D) BGF II or any Person that is directly or indirectly owned by BGF II (collectively, a “SOIF III Transferee”); (c) Any Transfer by BRG or a BRG Transferee of up to one hundred percent (100%) of its Membership Interest to any Affiliate of BRG, including but not limited to (A) SOIF II or any Person that is directly or indirectly owned by SOIF II; (B) SOIF III or any Person that is directly or indirectly owned by SOIF III; (C) BGF or any Person that is directly or indirectly owned by BGF and/or (D) BGF II or any Person that is directly or indirectly owned by BGF II (collectively, a “BRG Transferee”); provided however, as to subparagraphs (b)(ii)(a), (b), and (c), and as to subparagraph (b)(i), no Transfer shall be permitted and shall be void ab initio if it shall violate any “Transfer” provision of the Basic Documents. Upon the execution by any such SOIF III Transferee or BRG Transferee of such documents necessary to admit such party into the Company and to cause the SOIF III Transferee or BRG Transferee (as applicable) to become bound by this Agreement, the SOIF III Transferee or BRG Transferee (as applicable) shall become a Member, without any further action or authorization by any Member.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Bluerock Residential Growth REIT, Inc.), Limited Liability Company Agreement (Bluerock Residential Growth REIT, Inc.), Limited Liability Company Agreement (Bluerock Residential Growth REIT, Inc.)
Affiliate Transfers. (ia) Subject to the provisions of Section 10.1(b)(ii12.2(b) hereof, and subject in each case to the prior written approval of each Member (such approval not to be unreasonably withheld), any Member may Transfer all or any portion of its Membership Interest in the Company at any time to an Affiliate of such Member, provided that such Affiliate shall remain an Affiliate of such Member at all times that such Affiliate holds such Membership Interest. If such Affiliate shall thereafter cease being an Affiliate of such Member while such Affiliate holds such Membership Interest, such cessation shall be a non-permitted Transfer and shall be deemed void ab initio, whereupon the Member having made the Transfer shall, at its own and sole expense, cause such putative transferee to disgorge all economic benefits and otherwise indemnify the Company and the other Member(s) against loss or damage under the Basic Documentsany Collateral Agreement.
(iib) Notwithstanding anything to the contrary contained in this Agreement, the following Transfers shall not require the approval set forth in Section 10.1(b)(i12.2(a):
(a) Intentionally Omitted
(b1) Any Transfer by SOIF III Cxxxxxx of up to one hundred percent (100%) of its Interest to any Affiliate of Cxxxxxx Parent (a “Cxxxxxx Transferee”), it being expressly understood and agreed that transfers of ownership interests in Cxxxxxx shall not be prohibited as long as at least one of the Key Individuals (collectively or individually) remains actively involved in the operation and management of Cxxxxxx (to the extent that it continues to hold, or control, any interest in the Company), Cxxxxxx Parent and any Cxxxxxx Transferee; and
(2) Any Transfer by Bluerock or a SOIF III Bluerock Transferee of up to one hundred percent (100%) of its Membership Interest to any Affiliate of SOIF IIIBluerock, including but not limited to (A) BRG BR Growth or any Person that is directly or indirectly owned by BRGBR Growth; (B) BR SOIF II or any Person that is directly or indirectly owned by BR SOIF II; (C) BGF or any Person that is directly or indirectly owned by BGF; and/or (D) BGF II or any Person that is directly or indirectly owned by BGF II (collectively, a “SOIF III Transferee”);
(c) Any Transfer by BRG or a BRG Transferee of up to one hundred percent (100%) of its Membership Interest to any Affiliate of BRG, including but not limited to (A) SOIF II or any Person that is directly or indirectly owned by SOIF II; (B) BR SOIF III or any Person that is directly or indirectly owned by BR SOIF III; (CD) BGF BR REIT or any Person that is directly or indirectly owned by BGF and/or BR REIT; or (DE) BGF II BR Growth II, or any Person that is directly or indirectly owned by BGF BR Growth II (collectively, a “BRG Bluerock Transferee”); provided however, as to subparagraphs (b)(ii)(a), (b), b)(1) and (cb)(2), and as to subparagraph (b)(ia), no Transfer shall be permitted and shall be void ab initio if it shall violate any “Transfer” provision of the Basic Documents. Loan Documents or any applicable Collateral Agreement with third party lenders.
(c) Upon the execution by any such SOIF III Cxxxxxx Transferee or BRG Bluerock Transferee of such documents necessary to admit such party into the Company and to cause the SOIF III Cxxxxxx Transferee or BRG Bluerock Transferee (as applicable) to become bound by this Agreement, the SOIF III Cxxxxxx Transferee or BRG Bluerock Transferee (as applicable) shall become a Member, without any further action or authorization by any Member.
(d) The Transfer of any interest in Manager and any transferee of an interest in Manager shall be recognized and permitted under this Agreement and by the Members, without any further action or authorization by any Member.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Bluerock Residential Growth REIT, Inc.), Limited Liability Company Agreement (Bluerock Residential Growth REIT, Inc.), Limited Liability Company Agreement (Bluerock Residential Growth REIT, Inc.)
Affiliate Transfers. (i) Subject to the provisions of Section 10.1(b)(ii) hereof, and subject in each case to the prior written approval of each Member (such approval not to be unreasonably withheld), any Member may Transfer all or any portion of its Membership Interest in the Company at any time to an Affiliate of such Member, provided that such Affiliate shall remain an Affiliate of such Member at all times that such Affiliate holds such Membership Interest. If such Affiliate shall thereafter cease being an Affiliate of such Member while such Affiliate holds such Membership Interest, such cessation shall be a non-permitted Transfer and shall be deemed void ab initio, whereupon the Member having made the Transfer shall, at its own and sole expense, cause such putative transferee to disgorge all economic benefits and otherwise indemnify the Company and the other Member(s) against loss or damage under the Basic Documents.
(ii) Notwithstanding anything to the contrary contained in this Agreement, the following Transfers shall not require the approval set forth in Section 10.1(b)(i):
(a) Intentionally Omitted
(b) Any Transfer by SOIF III II or a SOIF III II Transferee of up to one hundred percent (100%) of its Membership Interest to any Affiliate of SOIF IIIII, including but not limited to (A) BRG or any Person that is directly or indirectly owned by BRG; (B) SOIF II or any Person that is directly or indirectly owned by SOIF II; (C) BGF or any Person that is directly or indirectly owned by BGF; and/or (DC) BGF II or any Person that is directly or indirectly owned by BGF II (collectively, a “SOIF III II Transferee”);
(c) Any Transfer by BRG or a BRG Transferee of up to one hundred percent (100%) of its Membership Interest to any Affiliate of BRG, including but not limited to (A) SOIF II or any Person that is directly or indirectly owned by SOIF II; (B) SOIF III or any Person that is directly or indirectly owned by SOIF III; (C) BGF or any Person that is directly or indirectly owned by BGF and/or (DC) BGF II or any Person that is directly or indirectly owned by BGF II (collectively, a “BRG Transferee”); provided however, as to subparagraphs (b)(ii)(a), (b), and (c), and as to subparagraph (b)(i), no Transfer shall be permitted and shall be void ab initio if it shall violate any “Transfer” provision of the Basic Documents. Upon the execution by any such SOIF III II Transferee or BRG Transferee of such documents necessary to admit such party into the Company and to cause the SOIF III II Transferee or BRG Transferee (as applicable) to become bound by this Agreement, the SOIF III II Transferee or BRG Transferee (as applicable) shall become a Member, without any further action or authorization by any Member.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Bluerock Residential Growth REIT, Inc.), Limited Liability Company Agreement (Bluerock Residential Growth REIT, Inc.)
Affiliate Transfers. (ia) Subject to the provisions of Section 10.1(b)(ii12.2(b) hereof, and subject in each case to the prior written approval of each Member (such approval not to be unreasonably withheld), any Member may Transfer all or any portion of its Membership Interest in the Company at any time to an Affiliate of such Member, provided that such Affiliate shall remain an Affiliate of such Member at all times that such Affiliate holds such Membership Interest. If such Affiliate shall thereafter cease being an Affiliate of such Member while such Affiliate holds such Membership Interest, such cessation shall be a non-permitted Transfer and shall be deemed void ab initio, whereupon the Member having made the Transfer shall, at its own and sole expense, cause such putative transferee to disgorge all economic benefits and otherwise indemnify the Company and the other Member(s) against loss or damage under the Basic Documentsany Collateral Agreement.
(iib) Notwithstanding anything to the contrary contained in this Agreement, the following Transfers shall not require the approval set forth in Section 10.1(b)(i12.2(a):
(a) Intentionally Omitted
(b1) Any Transfer by SOIF III Xxxxxxx of up to one hundred percent (100%) of its Interest to any Affiliate of Xxxxxxx Parent (a “Xxxxxxx Transferee”), it being expressly understood and agreed that transfers of ownership interests in Xxxxxxx shall not be prohibited as long as at least one of the Key Individuals (collectively or individually) remains actively involved in the operation and management of Xxxxxxx (to the extent that it continues to hold, or control, any interest in the Company), Xxxxxxx Parent and any Xxxxxxx Transferee; and
(2) Any Transfer by Bluerock or a SOIF III Bluerock Transferee of up to one hundred percent (100%) of its Membership Interest to any Affiliate of SOIF IIIBluerock, including but not limited to (A) BRG BR Growth or any Person that is directly or indirectly owned by BRGBR Growth; (B) BR SOIF II or any Person that is directly or indirectly owned by BR SOIF II; (C) BGF or any Person that is directly or indirectly owned by BGF; and/or (D) BGF II or any Person that is directly or indirectly owned by BGF II (collectively, a “SOIF III Transferee”);
(c) Any Transfer by BRG or a BRG Transferee of up to one hundred percent (100%) of its Membership Interest to any Affiliate of BRG, including but not limited to (A) SOIF II or any Person that is directly or indirectly owned by SOIF II; (B) BR SOIF III or any Person that is directly or indirectly owned by BR SOIF III; (CD) BGF BR REIT or any Person that is directly or indirectly owned by BGF and/or BR REIT; or (DE) BGF II BR Growth II, or any Person that is directly or indirectly owned by BGF BR Growth II (collectively, a “BRG Bluerock Transferee”); provided however, as to subparagraphs (b)(ii)(a), (b), b)(1) and (cb)(2), and as to subparagraph (b)(ia), no Transfer shall be permitted and shall be void ab initio if it shall violate any “Transfer” provision of the Basic Documents. Loan Documents or any applicable Collateral Agreement with third party lenders.
(c) Upon the execution by any such SOIF III Xxxxxxx Transferee or BRG Bluerock Transferee of such documents necessary to admit such party into the Company and to cause the SOIF III Xxxxxxx Transferee or BRG Bluerock Transferee (as applicable) to become bound by this Agreement, the SOIF III Xxxxxxx Transferee or BRG Bluerock Transferee (as applicable) shall become a Member, without any further action or authorization by any Member.
(d) The Transfer of any interest in Manager and any transferee of an interest in Manager shall be recognized and permitted under this Agreement and by the Members, without any further action or authorization by any Member.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Bluerock Residential Growth REIT, Inc.), Limited Liability Company Agreement (Bluerock Residential Growth REIT, Inc.)
Affiliate Transfers. (i) Subject to the provisions of Section 10.1(b)(ii) hereof, and subject in each case to the prior written approval of each Member (such approval not to be unreasonably withheld), any Member may Transfer all or any portion of its Membership Interest in the Company at any time to an Affiliate of such Member, provided that such Affiliate shall remain an Affiliate of such Member at all times that such Affiliate holds such Membership Interest. If such Affiliate shall thereafter cease being an Affiliate of such Member while such Affiliate holds such Membership Interest, such cessation shall be a non-permitted Transfer and shall be deemed void ab initio, whereupon the Member having made the Transfer shall, at its own and sole expense, cause such putative transferee to disgorge all economic benefits and otherwise indemnify the Company and the other Member(s) against loss or damage under the Basic Documents.
(ii) Notwithstanding anything to the contrary contained in this Agreement, the following Transfers shall not require the approval set forth in Section 10.1(b)(i10.1(b):
(a) Intentionally OmittedAny Transfer by SOIF II or a SOIF II Transferee of up to one hundred percent (100%) of its Membership Interest to any Affiliate of SOIF II, including but not limited to (A) BRG or any Person that is directly or indirectly owned by BRG; (B) SOIF III or any Person that is directly or indirectly owned by SOIF III; (C) BGF or any Person that is directly or indirectly owned by BGF; and/or (D) Bluerock Growth Fund II, LLC (“BGF II”) or any Person that is directly or indirectly owned by BGF II (collectively, a “SOIF II Transferee”);
(b) Any Transfer by SOIF III or a SOIF III Transferee of up to one hundred percent (100%) of its Membership Interest to any Affiliate of SOIF III, including but not limited to (A) BRG or any Person that is directly or indirectly owned by BRG; (B) SOIF II or any Person that is directly or indirectly owned by SOIF II; (C) BGF or any Person that is directly or indirectly owned by BGF; and/or (D) BGF II or any Person that is directly or indirectly owned by BGF II (collectively, a “SOIF III Transferee”);
(c) Any Transfer by BGF or a BGF Transferee of up to one hundred percent (100%) of its Membership Interest to any Affiliate of BGF, including but not limited to (A) BRG or any Person that is directly or indirectly owned by BRG; (B) SOIF II or any Person that is directly or indirectly owned by SOIF II; (C) SOIF III or any Person that is directly or indirectly owned by SOIF III; and/or (D) BGF II or any Person that is directly or indirectly owned by BGF II (collectively, a “BGF Transferee”);
(d) Any Transfer by BRG or a BRG Transferee of up to one hundred percent (100%) of its Membership Interest to any Affiliate of BRG, including but not limited to (A) SOIF II or any Person that is directly or indirectly owned by SOIF II; (B) SOIF III or any Person that is directly or indirectly owned by SOIF III; (C) BGF or any Person that is directly or indirectly owned by BGF and/or (D) BGF II or any Person that is directly or indirectly owned by BGF II (collectively, a “BRG Transferee”); provided however, as to subparagraphs (b)(ii)(a), (b), (c) and (cd), and as to subparagraph (b)(i), no Transfer shall be permitted and shall be void ab initio if it shall violate any “Transfer” provision of the Basic Documents. Upon the execution by any such SOIF II Transferee, SOIF III Transferee, BGF Transferee or BRG Transferee of such documents necessary to admit such party into the Company and to cause the SOIF II Transferee, SOIF III Transferee, BGF Transferee or BRG Transferee (as applicable) to become bound by this Agreement, the SOIF II Transferee, SOIF III Transferee, BGF Transferee or BRG Transferee (as applicable) shall become a Member, without any further action or authorization by any Member.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Bluerock Residential Growth REIT, Inc.), Limited Liability Company Agreement (Bluerock Residential Growth REIT, Inc.)
Affiliate Transfers. (ia) Subject to the provisions of Section 10.1(b)(ii12.2(b) hereof, and subject in each case to the prior written approval of each Member (such approval not to be unreasonably withheld), any Member may Transfer all or any portion of its Membership Interest in the Company at any time to an Affiliate of such Member, provided that such Affiliate shall remain an Affiliate of such Member at all times that such Affiliate holds such Membership Interest. If such Affiliate shall thereafter cease being an Affiliate of such Member while such Affiliate holds such Membership Interest, such cessation shall be a non-permitted Transfer and shall be deemed void ab initio, whereupon the Member having made the Transfer shall, at its own and sole expense, cause such putative transferee to disgorge all economic benefits and otherwise indemnify the Company and the other Member(s) against loss or damage under the Basic Documentsany Collateral Agreement.
(iib) Notwithstanding anything to the contrary contained in this Agreement, the following Transfers shall not require the approval set forth in Section 10.1(b)(i12.2(a):
(a) Intentionally Omitted
(bi) Any Transfer by SOIF III Hawthorne of up to forty-nine percent (49%) of its Interest as of the date of this Agreement to any Person (a “Hawthorne Transferee”); and
(ii) Any Transfer by Bluerock or a SOIF III Bluerock Transferee of up to one hundred percent (100%) of its Membership Interest to any Affiliate of SOIF IIIBluerock, including but not limited to (A) BRG Bluerock Enhanced Multifamily Trust, Inc. (“BR REIT”) or any Person that is directly or indirectly owned by BRGBR REIT; and/or (B) Bluerock Special Opportunity + Income Fund II, LLC (“BR SOIF II II”) or any Person that is directly or indirectly owned by BR SOIF II; (C) BGF or any Person that is directly or indirectly owned by BGF; and/or (D) BGF II or any Person that is directly or indirectly owned by BGF II (collectively, a “SOIF III Transferee”);
(c) Any Transfer by BRG or a BRG Transferee of up to one hundred percent (100%) of its Membership Interest to any Affiliate of BRG, including but not limited to (A) SOIF II or any Person that is directly or indirectly owned by SOIF II; (B) SOIF III or any Person that is directly or indirectly owned by SOIF III; (C) BGF or any Person that is directly or indirectly owned by BGF and/or (D) BGF II or any Person that is directly or indirectly owned by BGF II (collectively, a “BRG Bluerock Transferee”); provided however, as to subparagraphs (b)(ii)(a), (b), b)(i) and (cb)(ii), and as to subparagraph (b)(ia), no Transfer shall be permitted and shall be void ab initio if it shall violate any “Transfer” provision of the Basic Documents. any applicable Collateral Agreement with third party lenders.
(c) Upon the execution by any such SOIF III Hawthorne Transferee or BRG Bluerock Transferee of such documents necessary to admit such party into the Company and to cause the SOIF III Hawthorne Transferee or BRG Bluerock Transferee (as applicable) to become bound by this Agreement, the SOIF III Hawthorne Transferee or BRG Bluerock Transferee (as applicable) shall become a Member, without any further action or authorization by any Member.
(d) The Transfer of any interest in Manager and any transferee of an interest in Manager shall be recognized and permitted under this Agreement and by the Members, without any further action or authorization by any Member.
Appears in 2 contracts
Samples: Limited Liability Company/Joint Venture Agreement (Bluerock Enhanced Multifamily Trust, Inc.), Limited Liability Company Agreement (Bluerock Enhanced Multifamily Trust, Inc.)
Affiliate Transfers. (i) Subject to the provisions of Section 10.1(b)(ii) hereof, and subject in each case to the prior written approval of each Member (such approval not to be unreasonably withheld), any Member may Transfer all or any portion of its Membership Interest in the Company at any time to an Affiliate of such Member, provided that such Affiliate shall remain an Affiliate of such Member at all times that such Affiliate holds such Membership Interest. If such Affiliate shall thereafter cease being an Affiliate of such Member while such Affiliate holds such Membership Interest, such cessation shall be a non-permitted Transfer and shall be deemed void ab initio, whereupon the Member having made the Transfer shall, at its own and sole expense, cause such putative transferee to disgorge all economic benefits and otherwise indemnify the Company and the other Member(s) against loss or damage under the Basic Documents.
(ii) Notwithstanding anything to the contrary contained in this Agreement, the following Transfers shall not require the approval set forth in Section 10.1(b)(i):12.01, to the extent otherwise permissible under the Construction Loan or any subsequent Loan:
(a) Intentionally Omitted
(b) Any Transfer by SOIF III a BR Member or a SOIF III Bluerock Transferee of up to one hundred percent (100%) of its Membership Interest to any Affiliate of SOIF IIIBluerock Real Estate, L.L.C. to the extent such transferee has sufficient available capital to perform all obligations of the transferring BR Member which exist or which may arise under this Agreement, including but not limited to (A) BRG Bluerock Residential Growth REIT, Inc. (“BR REIT”) or any Person that is directly or indirectly owned by BRGBR REIT; (B) SOIF II Bluerock Special Opportunity + Income Fund, LLC (“BR SOIF”) or any Person that is directly or indirectly owned by SOIF IIBR SOIF; (C) BGF Bluerock Special Opportunity + Income Fund II, LLC (“BR SOIF II”) or any Person that is directly or indirectly owned by BGF; and/or BR SOIF II, (D) BGF II Bluerock Special Opportunity + Income Fund III, LLC (“BR SOIF III”) or any Person that is directly or indirectly owned by BGF BR SOIF III, (E) Bluerock Growth Fund, LLC (“BR Growth”) or any Person that is directly or indirectly owned by BR Growth, and/or (F) Bluerock Growth Fund II, LLC (“BR Growth II”) or any Person that is directly or indirectly owned by BR Growth II (collectively, a “SOIF III Bluerock Transferee”);; provided, that, following the date the BR REIT first acquires a direct or indirect common interest in the Company or the Project, in all instances, BR REIT shall either retain, direct or indirectly, more than fifty percent (50%) of the ownership interests in the BR Member or otherwise retain the power to control, directly or indirectly, the major activities of BR Member such that BR REIT can consolidate the Project on its audited financial statements; and
(cb) Any Upon Project Completion, any Transfer (other than a Transfer that would result in a TriBridge Change of Control) by BRG TriBridge Member or a BRG TriBridge Transferee of up to one hundred percent (100%) of its Membership Interest to any Affiliate of BRG, including but not limited the TriBridge Member that has sufficient capital to perform the obligations of the TriBridge Member hereunder (A) SOIF II or any Person that is directly or indirectly owned by SOIF II; (B) SOIF III or any Person that is directly or indirectly owned by SOIF III; (C) BGF or any Person that is directly or indirectly owned by BGF and/or (D) BGF II or any Person that is directly or indirectly owned by BGF II (collectively, a “BRG TriBridge Transferee”); provided however, as to subparagraphs (b)(ii)(a), (b), and (c), and as to subparagraph (b)(i), no Transfer shall be permitted and shall be void ab initio if it shall violate any “Transfer” provision of the Basic Documents. Upon the execution by any such SOIF III Transferee or BRG Transferee of such documents necessary to admit such party into the Company and to cause the SOIF III Transferee or BRG Transferee (as applicable) to become bound by this Agreement, the SOIF III Transferee or BRG Transferee (as applicable) shall become a Member, without any further action or authorization by any Member.
Appears in 2 contracts
Samples: Operating Agreement, Operating Agreement (Bluerock Residential Growth REIT, Inc.)
Affiliate Transfers. (ia) Subject to the provisions of Section 10.1(b)(ii12.2(b) hereof, and subject in each case to the prior written approval of each Member (such approval not to be unreasonably withheld), any Member may Transfer all or any portion of its Membership Interest in the Company at any time to an Affiliate of such Member, provided that such Affiliate shall remain an Affiliate of such Member at all times that such Affiliate holds such Membership Interest. If such Affiliate shall thereafter cease being an Affiliate of such Member while such Affiliate holds such Membership Interest, such cessation shall be a non-permitted Transfer and shall be deemed void ab initio, whereupon the Member having made the Transfer shall, at its own and sole expense, cause such putative transferee to disgorge all economic benefits and otherwise indemnify the Company and the other Member(s) against loss or damage under the Basic Documentsany Collateral Agreement.
(iib) Notwithstanding anything to the contrary contained in this Agreement, (1) CWS, Promote Member or a CWS Transferee may Transfer without the following Transfers shall not require the required approval set forth in Section 10.1(b)(i):
12.2(a) all or any portion of its Interests to any Affiliate of CWS or Promote Member (acollectively, a “CWS Transferee”) Intentionally Omitted
if after giving effect to such Transfer, the CWS Ownership/Control Requirement will be satisfied and one or more of the Key Individuals, will hold either directly or indirectly, an aggregate of no less than one percent (b1%) Any Transfer by SOIF III of the aggregate Percentage Interests, and (2) Bluerock or a SOIF III Bluerock Transferee may Transfer without the required approval set forth in Section 12.2(a) of up to one hundred percent (100%) of its Membership Interest to any Affiliate of SOIF IIIBluerock, including but not limited to (A) BRG BR Growth or any Person that is directly or indirectly owned by BRGBR Growth; (B) BR SOIF II or any Person that is directly or indirectly owned by BR SOIF II; (C) BGF or any Person that is directly or indirectly owned by BGF; and/or (D) BGF II or any Person that is directly or indirectly owned by BGF II (collectively, a “SOIF III Transferee”);
(c) Any Transfer by BRG or a BRG Transferee of up to one hundred percent (100%) of its Membership Interest to any Affiliate of BRG, including but not limited to (A) SOIF II or any Person that is directly or indirectly owned by SOIF II; (B) BR SOIF III or any Person that is directly or indirectly owned by BR SOIF III; (CD) BGF BR REIT or any Person that is directly or indirectly owned by BGF and/or BR REIT; or (DE) BGF II BR Growth II, or any Person that is directly or indirectly owned by BGF BR Growth II (collectively, a “BRG Bluerock Transferee”); provided provided, however, as to subparagraphs (b)(ii)(a), (b), and (c), and as to subparagraph (b)(i), no Transfer shall be permitted and shall be void ab initio if it shall violate any “Transfer” provision of the Basic Documents. Loan Documents or any applicable Collateral Agreement with third party lenders.
(c) Upon the execution by any such SOIF III CWS Transferee or BRG Bluerock Transferee of such documents necessary to admit such party into the Company and to cause the SOIF III CWS Transferee or BRG Bluerock Transferee (as applicable) to become bound by this Agreement, the SOIF III CWS Transferee or BRG Bluerock Transferee (as applicable) shall become a Member, without any further action or authorization by any Member.
(d) The Transfer of any interest in Manager and any transferee of an interest in Manager shall be recognized and permitted under this Agreement and by the Members, without any further action or authorization by any Member.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Bluerock Residential Growth REIT, Inc.), Limited Liability Company Agreement (Bluerock Residential Growth REIT, Inc.)
Affiliate Transfers. (ia) Subject to the provisions of Section 10.1(b)(ii12.02(b) hereof, and subject in each case to the prior written approval of each Member (such approval not to be unreasonably withheld), any Member may Transfer all or any portion of its Membership Interest in the Company at any time to an Affiliate of such Member, provided that such Affiliate shall remain an Affiliate of such Member at all times that such Affiliate holds such Membership Interest. If such Affiliate shall thereafter cease being an Affiliate of such Member while such Affiliate holds such Membership Interest, such cessation shall be a non-permitted Transfer and shall be deemed void ab initio, whereupon the Member having made the Transfer shall, at its own and sole expense, cause such putative transferee to disgorge all economic benefits and otherwise indemnify the Company and the other Member(s) against loss or damage under the Basic Documentsany loan agreement. No Transfer shall be permitted and shall be void ab initio if it shall violate any “Transfer” provision of any applicable loan agreement with third party lenders.
(iib) Notwithstanding anything to the contrary contained in this Agreement, the following Transfers shall not require the approval set forth in Section 10.1(b)(i12.02(a):
(a) Intentionally Omitted
(bi) Any Transfer by SOIF III BR Member or a SOIF III Bluerock Transferee of up to one hundred percent (100%) of its Membership Interest to any Affiliate of SOIF IIIBluerock Real Estate, L.L.C., including but not limited to (A) BRG Bluerock Enhanced Multifamily Trust, Inc. (“BR REIT”) or any Person that is directly or indirectly owned by BRGBR REIT; (B) SOIF II Bluerock Special Opportunity + Income Fund, LLC (“BR SOIF”) or any Person that is directly or indirectly owned by SOIF IIBR SOIF; (C) BGF Bluerock Special Opportunity + Income Fund II, LLC (“BR SOIF II”) or any Person that is directly or indirectly owned by BGF; BR SOIF II, and/or (D) BGF II Bluerock Special Opportunity + Income Fund III, LLC (“BR SOIF III”) or any Person that is directly or indirectly owned by BGF II BR SOIF III (collectively, a “SOIF III Bluerock Transferee”);; provided, that, in all instances, BR REIT shall either retain, direct or indirectly, more than fifty percent (50%) of the ownership interest in the BR Member or otherwise retain the power to control, directly or indirectly, the major activities of the BR Member such that BR REIT can consolidate the BR Member on its audited financial statements.
(cii) Any Provided only that the development of the Project is complete and occupancy has reached 93%, any Transfer by BRG Stonehenge Member or a BRG Stonehenge Transferee of up to one hundred percent (100%) of its Membership Interest to any Affiliate of BRG, including but not limited to Stonehenge (A) SOIF II or any Person that is directly or indirectly owned by SOIF II; (B) SOIF III or any Person that is directly or indirectly owned by SOIF III; (C) BGF or any Person that is directly or indirectly owned by BGF and/or (D) BGF II or any Person that is directly or indirectly owned by BGF II (collectively, a “BRG Stonehenge Transferee”); provided however, as to subparagraphs paragraph (b)(ii)(a), a) and (b), and (c), and as to subparagraph (b)(i), no Transfer shall be permitted and shall be void ab initio if it shall violate any “Transfer” provision of the Basic Documents. any applicable loan agreement with third party lenders.
(c) Upon the execution by any such SOIF III Transferee or BRG Bluerock Transferee of such documents necessary to admit such party into the Company and to cause the SOIF III Bluerock Transferee or BRG Transferee (as applicable) to become bound by this Agreement, the SOIF III Bluerock Transferee or BRG Transferee (as applicable) shall become a Member, without any further action or authorization by any Member.
(d) The Transfer of any interest in Manager and any transferee of an interest in Manager shall be recognized and permitted under this Agreement and by the Members, without any further action or authorization by any Member; provided, however, that no Transfer shall be permitted and shall be void ab initio if it shall violate any “Transfer” provision of any applicable loan agreement with third party lenders.
Appears in 2 contracts
Samples: Operating Agreement (Bluerock Enhanced Multifamily Trust, Inc.), Operating Agreement (Bluerock Enhanced Multifamily Trust, Inc.)
Affiliate Transfers. (ia) Subject to the provisions of Section 10.1(b)(ii12.2(b) hereof, and subject in each case to the prior written approval of each Member (such approval not to be unreasonably withheld), any Member may Transfer all or any portion of its Membership Interest in the Company at any time to an Affiliate of such Member, provided that such Affiliate shall remain an Affiliate of such Member at all times that such Affiliate holds such Membership Interest. If such Affiliate shall thereafter cease being an Affiliate of such Member while such Affiliate holds such Membership Interest, such cessation shall be a non-permitted Transfer and shall be deemed void ab initio, whereupon the Member having made the Transfer shall, at its own and sole expense, cause such putative transferee to disgorge all economic benefits and otherwise indemnify the Company and the other Member(s) against loss or damage under the Basic Documentsany Collateral Agreement.
(iib) Notwithstanding anything to the contrary contained in this Agreement, the following Transfers shall not require the approval set forth in Section 10.1(b)(i12.2(a):
(a) Intentionally Omitted
(b1) Any Transfer by SOIF III Cxxxxxx of up to one hundred percent (100%) of its Interest to any Affiliate of Cxxxxxx Parent (a "Cxxxxxx Transferee"), it being expressly understood and agreed that transfers of ownership interests in Cxxxxxx shall not be prohibited as long as at least one of the Key Individuals (collectively or individually) remains actively involved in the operation and management of Cxxxxxx (to the extent that it continues to hold, or control, any interest in the Company), Cxxxxxx Parent and any Cxxxxxx Transferee; and
(2) Any Transfer by Bluerock or a SOIF III Bluerock Transferee of up to one hundred percent (100%) of its Membership Interest to any Affiliate of SOIF IIIBluerock, including but not limited to (A) BRG BR Growth or any Person that is directly or indirectly owned by BRGBR Growth; (B) BR SOIF II or any Person that is directly or indirectly owned by BR SOIF II; (C) BGF or any Person that is directly or indirectly owned by BGF; and/or (D) BGF II or any Person that is directly or indirectly owned by BGF II (collectively, a “SOIF III Transferee”);
(c) Any Transfer by BRG or a BRG Transferee of up to one hundred percent (100%) of its Membership Interest to any Affiliate of BRG, including but not limited to (A) SOIF II or any Person that is directly or indirectly owned by SOIF II; (B) BR SOIF III or any Person that is directly or indirectly owned by BR SOIF IIIII; (CD) BGF BR REIT or any Person that is directly or indirectly owned by BGF and/or BR REIT; or (DE) BGF II Bluerock Growth Fund II, LLC, or any Person that is directly or indirectly owned by BGF II Bluerock Growth Fund II, LLC (collectively, a “BRG "Bluerock Transferee”"); provided however, as to subparagraphs (b)(ii)(a), (b), b)(l ) and (cb)(2), and as to subparagraph (b)(ia), no Transfer shall be permitted and shall be void ab initio if it shall violate any “"Transfer” " provision of the Basic Documents. Loan Documents or any applicable Collateral Agreement with third party lenders.
(c) Upon the execution by any such SOIF III Cxxxxxx Transferee or BRG Bluerock Transferee of such documents necessary to admit such party into the Company and to cause the SOIF III Cxxxxxx Transferee or BRG Bluerock Transferee (as applicable) to become bound by this Agreement, the SOIF III Cxxxxxx Transferee or BRG Bluerock Transferee (as applicable) shall become a Member, without any further action or authorization by any Member.
(d) The Transfer of any interest in Manager and any transferee of an interest in Manager shall be recognized and permitted under this Agreement and by the Members, without any further action or authorization by any Member.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Bluerock Residential Growth REIT, Inc.)
Affiliate Transfers. (i) Subject to the provisions of Section 10.1(b)(ii) hereof, and subject in each case to the prior written approval of each Member (such approval not to be unreasonably withheld), any Member may Transfer all or any portion of its Membership Interest in the Company at any time to an Affiliate of such Member, provided that such Affiliate shall remain an Affiliate of such Member at all times that such Affiliate holds such Membership Interest. If such Affiliate shall thereafter cease being an Affiliate of such Member while such Affiliate holds such Membership Interest, such cessation shall be a non-permitted Transfer and shall be deemed void ab initio, whereupon the Member having made the Transfer shall, at its own and sole expense, cause such putative transferee to disgorge all economic benefits and otherwise indemnify the Company and the other Member(s) against loss or damage under the Basic Documents.
(ii) Notwithstanding anything to the contrary contained in this Agreement, the following Transfers shall not require the approval set forth in Section 10.1(b)(i):
(a) Intentionally OmittedAny Transfer by SOIF II or a SOIF II Transferee of up to one hundred percent (100%) of its Membership Interest to any Affiliate of SOIF II, including but not limited to (A) BRG or any Person that is directly or indirectly owned by BRG; (B) SOIF III or any Person that is directly or indirectly owned by SOIF III; (C) BGF or any Person that is directly or indirectly owned by BGF; and/or (D) BGF II or any Person that is directly or indirectly owned by BGF II (collectively, a “SOIF II Transferee”);
(b) Any Transfer by SOIF III or a SOIF III Transferee of up to one hundred percent (100%) of its Membership Interest to any Affiliate of SOIF III, including but not limited to (A) BRG or any Person that is directly or indirectly owned by BRG; (B) SOIF II or any Person that is directly or indirectly owned by SOIF II; (C) BGF or any Person that is directly or indirectly owned by BGF; and/or (D) BGF II or any Person that is directly or indirectly owned by BGF II (collectively, a “SOIF III Transferee”);
(c) Any Transfer by BRG or a BRG Transferee of up to one hundred percent (100%) of its Membership Interest to any Affiliate of BRG, including but not limited to (A) SOIF II or any Person that is directly or indirectly owned by SOIF II; (B) SOIF III or any Person that is directly or indirectly owned by SOIF III; (C) BGF or any Person that is directly or indirectly owned by BGF and/or (D) BGF II or any Person that is directly or indirectly owned by BGF II (collectively, a “BRG Transferee”); provided however, as to subparagraphs (b)(ii)(a), (b), (c), (d) and (ce), and as to subparagraph (b)(i), no Transfer shall be permitted and shall be void ab initio if it shall violate any “Transfer” provision of the Basic Documents. Upon the execution by any such SOIF II Transferee, SOIF III Transferee or BRG Transferee of such documents necessary to admit such party into the Company and to cause the SOIF II Transferee, SOIF III Transferee or BRG Transferee (as applicable) to become bound by this Agreement, the SOIF II Transferee, SOIF III Transferee or BRG Transferee (as applicable) shall become a Member, without any further action or authorization by any Member.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Bluerock Residential Growth REIT, Inc.)
Affiliate Transfers. (ia) Subject to the provisions of Section 10.1(b)(ii11.2(b) hereof, and subject in each case to the prior written approval of each Member (such approval not to be unreasonably withheld), any Member may Transfer all or any portion of its Membership Interest in the Company at any time to an Affiliate of such Member, provided that such Affiliate shall remain an Affiliate of such Member at all times that such Affiliate holds such Membership Interest. If such Affiliate shall thereafter cease being an Affiliate of such Member while such Affiliate holds such Membership Interest, such cessation shall be a non-permitted Transfer and shall be deemed void ab initio, whereupon the Member having made the Transfer shall, at its own and sole expense, cause such putative transferee to disgorge all economic benefits and otherwise indemnify the Company and the other Member(s) against loss or damage under the Basic Documentsany Collateral Agreement. No Transfer shall be permitted and shall be void ab initio if it shall violate any "Transfer" provision of any applicable Collateral Agreement with third party lenders.
(iib) Notwithstanding anything to the contrary contained in this Agreement, the following Transfers shall not require the approval set forth in Section 10.1(b)(i11.2(a):
(a) Intentionally Omitted
(bi) Any Transfer by SOIF III TSC or a SOIF III TSC Transferee of up to one hundred percent (100%) of its Membership Interest to any Affiliate of SOIF III, including but not limited to TSC (A) BRG or any Person that is directly or indirectly owned by BRGa "TSC Transferee"); (B) SOIF II or any Person that is directly or indirectly owned by SOIF II; (C) BGF or any Person that is directly or indirectly owned by BGF; and/or (D) BGF II or any Person that is directly or indirectly owned by BGF II (collectively, a “SOIF III Transferee”);and
(cii) Any Transfer by BRG Bluerock or a BRG Bluerock Transferee of up to one hundred percent (100%) of its Membership Interest to any Affiliate of BRGBluerock, including but not limited to (A) SOIF II Bluerock Enhanced Multifamily Trust, Inc. ("BR REIT") or any Person that is directly or indirectly owned by SOIF IIBR REIT; and/or (B) SOIF III BR Fund or any Person that is directly or indirectly owned by SOIF III; (C) BGF or any Person that is directly or indirectly owned by BGF and/or (D) BGF II or any Person that is directly or indirectly owned by BGF II BR Fund (collectively, a “BRG "Bluerock Transferee”"); provided however, as to subparagraphs (b)(ii)(a), (b), b)(i) and (cb)(ii), and as to subparagraph (b)(ia), no Transfer shall be permitted and shall be void ab initio if it shall violate any “"Transfer” " provision of the Basic Documents. any applicable Collateral Agreement with third party lenders.
(c) Upon the execution by any such SOIF III TSC Transferee or BRG Bluerock Transferee of such documents necessary to admit such party into the Company and to cause the SOIF III TSC Transferee or BRG Bluerock Transferee (as applicable) to become bound by this Agreement, the SOIF III TSC Transferee or BRG Bluerock Transferee (as applicable) shall become a Member, without any further action or authorization by any Member.
(d) The Transfer of any interest in Manager and any transferee of an interest in Manager shall be recognized and permitted under this Agreement and by the Members, without any further action or authorization by any Member; provided, however, that no Transfer shall be permitted and shall be void ab initio if it shall violate any "Transfer" provision of any applicable Collateral Agreement with third party lenders.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Bluerock Enhanced Multifamily Trust, Inc.)
Affiliate Transfers. (ia) Subject to the provisions of Section 10.1(b)(ii12.2(b) hereof, and subject in each case to the prior written approval of each Member (such approval not to be unreasonably withheld), any Member may Transfer all or any portion of its Membership Interest in the Company at any time to an Affiliate of such Member, provided that such Affiliate shall remain an Affiliate of such Member at all times that such Affiliate holds such Membership Interest. If such Affiliate shall thereafter cease being an Affiliate of such Member while such Affiliate holds such Membership Interest, such cessation shall be a non-permitted Transfer and shall be deemed void ab initio, whereupon the Member having made the Transfer shall, at its own and sole expense, cause such putative transferee to disgorge all economic benefits and otherwise indemnify the Company and the other Member(s) Members against loss or damage under the Basic Documentsany Collateral Agreement.
(iib) Notwithstanding anything to the contrary contained in this Agreement, the following Transfers shall not require the approval set forth in Section 10.1(b)(i12.2(a):
(a) Intentionally Omitted
(bi) Any Transfer by SOIF III BR I or a SOIF III BR I Transferee of up to one hundred percent (100%) of its Membership Interest to any Affiliate of SOIF IIIBR I, including but not limited to (A) BRG or any Person that is directly or indirectly owned by BRG; (B) SOIF Bluerock Residential Holdings, L.P. (“BR REIT LP”) or any Person that is directly or indirectly owned by BR REIT LP; (C) Bluerock Growth Fund, LLC (“BGF”) or any Person that is directly or indirectly owned by BGF; (D) BR II or any Person that is directly or indirectly owned by SOIF BR II; and/or (E) Bluerock Real Estate, L.L.C. (“Bluerock”) or any Person that is directly or indirectly owned by Bluerock (collectively, a “BR I Transferee”);
(ii) Any Transfer by BR II or a BR II Transferee of up to one hundred percent (100%) of its Interest to any Affiliate of BR II, including but not limited to (A) BRG or any Person that is directly or indirectly owned by BRG; (B) BR REIT LP or any Person that is directly or indirectly owned by BR REIT LP; (C) BGF or any Person that is directly or indirectly owned by BGF; and/or (D) BGF II BR I or any Person that is directly or indirectly owned by BGF II BR I; and/or (E) Bluerock or any Person that is directly or indirectly owned by Bluerock (collectively, a “SOIF III BR II Transferee”);
(ciii) Any Transfer by BRG or a BRG Transferee Dxxxxx of up to one hundred percent (100%) of its Membership Interest to any Affiliate Bxxx Control Party, provided that (i) same does not require any approval by Lender (if approval thereof by Lender is required, then such approval must be obtained as a prerequisite to any such Transfer by Dxxxxx) and (ii) satisfactory evidence is provided to Manager confirming the status of BRGsuch Bxxx Control Party. Any fees owing to Lender or incurred by Manager relating to such Transfer shall be paid solely by Dxxxxx. The Transfer right provided in this Section 12.2(iii) shall not be exercisable if the Property Management Agreement is terminated for any reason.
(iv) Any Transfer by VBells of up to one hundred percent (100%) of its Interest to any Bxxx Control Party, including but provided that (i) same does not limited require any approval by Lender (if approval thereof by Lender is required, then such approval must be obtained as a prerequisite to any such Transfer by VBells) and (Aii) SOIF II satisfactory evidence is provided to Manager confirming the status of such Bxxx Control Party. Any fees owing to Lender or incurred by Manager relating to such Transfer shall be paid solely by VBells. The Transfer right provided in this Section 12.2(iv) shall not be exercisable if the Property Management Agreement is terminated for any Person that is directly or indirectly owned by SOIF II; (B) SOIF III or any Person that is directly or indirectly owned by SOIF III; (C) BGF or any Person that is directly or indirectly owned by BGF and/or (D) BGF II or any Person that is directly or indirectly owned by BGF II (collectively, a “BRG Transferee”); reason. provided however, as to subparagraphs (b)(ii)(a), (b), b)(i) and (cb)(ii), and as to subparagraph (b)(ia), no Transfer shall be permitted and shall be void ab initio if it shall violate any “Transfer” provision of the Basic Documents. any applicable Collateral Agreement with third party lenders.
(c) Upon the execution by any such SOIF III BR I Transferee or BRG BR II Transferee or Bxxx Control Party of such documents necessary to admit such party into the Company and to cause the SOIF III BR I Transferee or BRG BR II Transferee or Bxxx Control Party (as applicable) to become bound by this Agreement, the SOIF III BR I Transferee or BRG BR II Transferee or Bxxx Control Party (as applicable) shall become a Member, without any further action or authorization by any other Member.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Bluerock Residential Growth REIT, Inc.)
Affiliate Transfers. (ia) Subject to the provisions of Section 10.1(b)(ii12.2(b) hereof, and subject in each case to the prior written approval of each Member (such approval not to be unreasonably withheld), any Member may Transfer all or any portion of its Membership Interest in the Company at any time to an Affiliate of such Member, provided that such Affiliate shall remain an Affiliate of such Member at all times that such Affiliate holds such Membership Interest. If such Affiliate shall thereafter cease being an Affiliate of such Member while such Affiliate holds such Membership Interest, such cessation shall be a non-permitted Transfer and shall be deemed void ab initio, whereupon the Member having made the Transfer shall, at its own and sole expense, cause such putative transferee to disgorge all economic benefits and otherwise indemnify the Company and the other Member(s) against loss or damage under the Basic Documentsany Collateral Agreement.
(iib) Notwithstanding anything to the contrary contained in this Agreement, the following Transfers shall not require the approval set forth in Section 10.1(b)(i12.2(a):
(a) Intentionally Omitted
(bi) Any Transfer by SOIF III or a SOIF III Transferee of up to one hundred percent (100%) of its Membership Interest to any Affiliate of SOIF IIISOIF, including but not limited to (A) BRG Bluerock Enhanced Multifamily Trust, Inc. (“BR REIT”) or any Person that is directly or indirectly owned by BRGBR REIT; and/or (B) Bluerock Special Opportunity + Income Fund II, LLC (“BR SOIF II II”) or any Person that is directly or indirectly owned by BR SOIF II; (C) BGF or any Person that is directly or indirectly owned by BGF; and/or (D) BGF II or any Person that is directly or indirectly owned by BGF II (collectively, a “SOIF III Transferee”);
(cii) Any Transfer by BRG BEMT or a BRG BEMT Transferee of up to one hundred percent (100%) of its Membership Interest to any Affiliate of BRGBEMT, including but not limited to (A) BR REIT or any Person that is directly or indirectly owned by BR REIT; and/or (B) BR SOIF II or any Person that is directly or indirectly owned by BR SOIF II; (B) SOIF III or any Person that is directly or indirectly owned by SOIF III; (C) BGF or any Person that is directly or indirectly owned by BGF and/or (D) BGF II or any Person that is directly or indirectly owned by BGF II (collectively, a “BRG BEMT Transferee”); provided however, as to subparagraphs (b)(ii)(a), (b), b)(i) and (cb)(ii), and as to subparagraph (b)(ia), no Transfer shall be permitted and shall be void ab initio if it shall violate any “Transfer” provision of the Basic Documents. any applicable Collateral Agreement with third party lenders.
(c) Upon the execution by any such SOIF III BEMT Transferee or BRG SOIF Transferee of such documents necessary to admit such party into the Company and to cause the SOIF III BEMT Transferee or BRG SOIF Transferee (as applicable) to become bound by this Agreement, the SOIF III BEMT Transferee or BRG SOIF Transferee (as applicable) shall become a Member, without any further action or authorization by any Member.
Appears in 1 contract
Samples: Limited Liability Company/Joint Venture Agreement (Bluerock Enhanced Multifamily Trust, Inc.)
Affiliate Transfers. (ia) Subject to the provisions of Section 10.1(b)(ii12.2(b) hereof, and subject in each case to the prior written approval of each Member (such approval not to be unreasonably withheld), any Member may Transfer all or any portion of its Membership Interest in the Company at any time to an Affiliate of such Member, provided that such Affiliate shall remain an Affiliate of such Member at all times that such Affiliate holds such Membership Interest. If such Affiliate shall thereafter cease being an Affiliate of such Member while such Affiliate holds such Membership Interest, such cessation shall be a non-permitted Transfer and shall be deemed void ab initio, whereupon the Member having made the Transfer shall, at its own and sole expense, cause such putative transferee to disgorge all economic benefits and otherwise indemnify the Company and the other Member(s) Members against loss or damage under the Basic Documentsany Collateral Agreement.
(iib) Notwithstanding anything to the contrary contained in this Agreement, the following Transfers shall not require the approval set forth in Section 10.1(b)(i12.2(a):
(a) Intentionally Omitted
(bi) Any Transfer by SOIF III BR I or a SOIF III BR I Transferee of up to one hundred percent (100%) of its Membership Interest to any Affiliate of SOIF IIIBR I, including but not limited to (A) BRG or any Person that is directly or indirectly owned by BRG; (B) Bluerock Residential Holdings, L.P. (“BR REIT LP”) or any Person that is directly or indirectly owned by BR REIT LP; (C) Bluerock Growth Fund, LLC (“BGF”) or any Person that is directly or indirectly owned by BGF; (D) Bluerock Growth Fund II, LLC (“BGF II”) or any Person that is directly or indirectly owned by BGF II; (E) BR II or any Person that is directly or indirectly owned by BR II; (F) Bluerock Special Opportunity + Income Fund II, LLC (“SOIF II II”) or any Person that is directly or indirectly owned by SOIF II; (G) Bluerock Special Opportunity + Income Fund III, LLC (“SOIF III”) or any Person that is directly or indirectly owned by SOIF III and/or (H) Bluerock Real Estate, L.L.C. (“Bluerock”) or any Person that is directly or indirectly owned by Bluerock (collectively, a “BR I Transferee”);
(ii) Any Transfer by BR II or a BR II Transferee of up to one hundred percent (100%) of its Interest to any Affiliate of BR II, including but not limited to (A) BRG or any Person that is directly or indirectly owned by BRG; (B) BR REIT LP or any Person that is directly or indirectly owned by BR REIT LP; (C) BGF or any Person that is directly or indirectly owned by BGF; and/or (D) BGF II or any Person that is directly or indirectly owned by BGF II II; (collectively, a “SOIF III Transferee”);
(c) Any Transfer by BRG or a BRG Transferee of up to one hundred percent (100%) of its Membership Interest to any Affiliate of BRG, including but not limited to (AE) SOIF II or any Person that is directly or indirectly owned by SOIF II; (BF) SOIF III or any Person that is directly or indirectly owned by SOIF III; (CG) BGF BR I or any Person that is directly or indirectly owned by BGF BR I; and/or (DH) BGF II Bluerock or any Person that is directly or indirectly owned by BGF II Bluerock (collectively, a “BRG BR II Transferee”); ;
(iii) Any Transfer by Cxxxxxx Member of up to one hundred percent (100%) of its Interest to an Affiliate of Cxxxxxx Parent (a “Cxxxxxx Transferee”), it being expressly understood and agreed that transfers of ownership interests in Cxxxxxx shall not be prohibited as long as at least one of the Key Individuals (collectively or individually) remains actively involved in the operation and management of Cxxxxxx Member (to the extent that it continues to hold, or control, any interest in the Company), Cxxxxxx Parent and any Cxxxxxx Transferee, and provided that (i) the Transfer does not require any approval by Lender (if approval thereof by Lender is required, then such approval must be obtained as a prerequisite to any such Transfer by Cxxxxxx Member) and (ii) satisfactory evidence is provided to Manager confirming the status of such Cxxxxxx Transferee. Any fees owing to Lender or incurred by Manager relating to such Transfer shall be paid solely by Cxxxxxx Member. provided however, as to subparagraphs (b)(ii)(a), (b), and (c), and as to subparagraph (b)(i), no Transfer shall be permitted and shall be void ab initio if it shall violate any “Transfer” provision of the Basic Documents. any applicable Collateral Agreement with third party lenders.
(c) Upon the execution by any such SOIF III BR I Transferee or BRG BR II Transferee or Cxxxxxx Transferee of such documents necessary to admit such party into the Company and to cause the SOIF III BR I Transferee or BRG BR II Transferee or Cxxxxxx Transferee (as applicable) to become bound by this Agreement, the SOIF III BR I Transferee or BRG BR II Transferee or Cxxxxxx Transferee (as applicable) shall become a Member, without any further action or authorization by any other Member.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Bluerock Residential Growth REIT, Inc.)
Affiliate Transfers. (ia) Subject to the provisions of Section 10.1(b)(ii12.2(b) hereof, and subject in each case to the prior written approval of each Member (such approval not to be unreasonably withheld), any Member may Transfer all or any portion of its Membership Interest in the Company at any time to an Affiliate of such Member, provided that such Affiliate shall remain an Affiliate of such Member at all times that such Affiliate holds such Membership Interest. If such Affiliate shall thereafter cease being an Affiliate of such Member while such Affiliate holds such Membership Interest, such cessation shall be a non-permitted Transfer and shall be deemed void ab initio, whereupon the Member having made the Transfer shall, at its own and sole expense, cause such putative transferee to disgorge all economic benefits and otherwise indemnify the Company and the other Member(s) against loss or damage under the Basic Documentsany Collateral Agreement.
(iib) Notwithstanding anything to the contrary contained in this Agreement, the following Transfers shall not require the approval set forth in Section 10.1(b)(i12.2(a):
(a) Intentionally Omitted
(b1) Any Transfer by SOIF III Cxxxxxx of up to one hundred percent (100%) of its Interest to any Affiliate of Cxxxxxx Parent (a "Cxxxxxx Transferee"), it being expressly understood and agreed that transfers of ownership interests in Cxxxxxx shall not be prohibited as long as at least one of the Key Individuals (collectively or individually) remains actively involved in the operation and management of Cxxxxxx (to the extent that it continues to hold, or control, any interest in the Company), Cxxxxxx Parent and any Cxxxxxx Transferee; and
(2) Any Transfer by Bluerock or a SOIF III Bluerock Transferee of up to one hundred percent (100%) of its Membership Interest to any Affiliate of SOIF IIIBluerock, including but not limited to (A) BRG BR Growth or any Person that is directly or indirectly owned by BRGBR Growth; (B) BR SOIF II or any Person that is directly or indirectly owned by BR SOIF II; (C) BGF or any Person that is directly or indirectly owned by BGF; and/or (D) BGF II or any Person that is directly or indirectly owned by BGF II (collectively, a “SOIF III Transferee”);
(c) Any Transfer by BRG or a BRG Transferee of up to one hundred percent (100%) of its Membership Interest to any Affiliate of BRG, including but not limited to (A) SOIF II or any Person that is directly or indirectly owned by SOIF II; (B) BR SOIF III or any Person that is directly or indirectly owned by BR SOIF III; (CD) BGF BR REIT or any Person that is directly or indirectly owned by BGF and/or BR REIT; or (DE) BGF II Bluerock Growth Fund II, LLC, or any Person that is directly or indirectly owned by BGF II Bluerock Growth Fund II, LLC (collectively, a “BRG "Bluerock Transferee”"); provided however, as to subparagraphs (b)(ii)(a), (b), b)(l ) and (cb)(2), and as to subparagraph (b)(ia), no Transfer shall be permitted and shall be void ab initio if it shall violate any “"Transfer” " provision of the Basic Documents. Loan Documents or any applicable Collateral Agreement with third party lenders.
(c) Upon the execution by any such SOIF III Cxxxxxx Transferee or BRG Bluerock Transferee of such documents necessary to admit such party into the Company and to cause the SOIF III Cxxxxxx Transferee or BRG Bluerock Transferee (as applicable) to become bound by this Agreement, the SOIF III Cxxxxxx Transferee or BRG Bluerock Transferee (as applicable) shall become a Member, without any further action or authorization by any Member.
(d) The Transfer of any interest in Manager and any transferee of an interest in Manager shall be recognized and permitted under this Agreement and by the Members, without any further action or authorization by any Member.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Bluerock Residential Growth REIT, Inc.)
Affiliate Transfers. (ia) Subject to the provisions of Section 10.1(b)(ii12.2(b) hereof, and subject in each case to the prior written approval of each Member (such approval not to be unreasonably withheld), any Member may Transfer all or any portion of its Membership Interest in the Company at any time to an Affiliate of such Member, provided that such Affiliate shall remain an Affiliate of such Member at all times that such Affiliate holds such Membership Interest. If such Affiliate shall thereafter cease being an Affiliate of such Member while such Affiliate holds such Membership Interest, such cessation shall be a non-permitted Transfer and shall be deemed void ab initio, whereupon the Member having made the Transfer shall, at its own and sole expense, cause such putative transferee to disgorge all economic benefits and otherwise indemnify the Company and the other Member(s) against loss or damage under the Basic Documentsany Collateral Agreement.
(iib) Notwithstanding anything to the contrary contained in this Agreement, the following Transfers shall not require the approval set forth in Section 10.1(b)(i12.2(a):
(ai) Intentionally OmittedAny Transfer by BEMT or a BEMT Transferee of up to one hundred percent (100%) of its Interest to any Affiliate of BEMT or the non-Affiliate parties herein listed, including but not limited to (A) Bluerock Multifamily Growth REIT, Inc. or its successors and assigns (“BR REIT”) or any Person that is directly or indirectly owned by BR REIT and/or (B) SOIF III or any Person that is directly or indirectly owned by SOIF III; and/or (C) BGF or any Person that is directly or indirectly owned by BGF (collectively, a “BEMT Transferee”);
(bii) Any Transfer by SOIF III or a SOIF III Transferee of up to one hundred percent (100%) of its Membership Interest to any Affiliate of SOIF IIIIII or the non-Affiliate parties herein listed, including but not limited to (A) BRG BR REIT or any Person that is directly or indirectly owned by BRGBR REIT; and/or (B) SOIF II BEMT or any Person that is directly or indirectly owned by SOIF II; (C) BGF or any Person that is directly or indirectly owned by BGFBEMT; and/or (D) BGF II or any Person that is directly or indirectly owned by BGF II (collectively, a “SOIF III Transferee”);
(c) Any Transfer by BRG or a BRG Transferee of up to one hundred percent (100%) of its Membership Interest to any Affiliate of BRG, including but not limited to (A) SOIF II or any Person that is directly or indirectly owned by SOIF II; (B) SOIF III or any Person that is directly or indirectly owned by SOIF III; (C) BGF or any Person that is directly or indirectly owned by BGF and/or (Dcollectively, a “SOIF III Transferee”);
(iii) Any Transfer by BGF II or a BGF Transferee of up to one hundred percent (100%) of its Interest to any Affiliate of BGF or the non-Affiliate parties herein listed, including but not limited to (A) BR REIT or any Person that is directly or indirectly owned by BGF II BR REIT; and/or (B) BEMT or any Person that is directly or indirectly owned by BEMT; and/or (C) SOIF III or any Person that is directly or indirectly owned by SOIF III (collectively, a “BRG BGF Transferee”); provided however, as to subparagraphs (b)(ii)(a), (b), b)(i) and (cb)(ii), and as to subparagraph (b)(ia), no Transfer shall be permitted and shall be void ab initio if it shall violate any “Transfer” provision of the Basic Documents. any applicable Collateral Agreement with third party lenders.
(c) Upon the execution by any such BEMT Transferee, SOIF III Transferee or BRG BGF Transferee of such documents necessary to admit such party into the Company and to cause the BEMT Transferee, SOIF III Transferee or BRG BGF Transferee (as applicable) to become bound by this Agreement, the BEMT Transferee, SOIF III Transferee or BRG BGF Transferee (as applicable) shall become a Member, without any further action or authorization by any Member.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Bluerock Multifamily Growth REIT, Inc.)
Affiliate Transfers. (ia) Subject to the provisions of Section 10.1(b)(ii12.2(b) hereof, and subject in each case to the prior written approval of each Member (such approval not to be unreasonably withheld), any Member may Transfer all or any portion of its Membership Interest in the Company at any time to an Affiliate of such Member, provided that such Affiliate shall remain an Affiliate of such Member at all times that such Affiliate holds such Membership Interest. If such Affiliate shall thereafter cease being an Affiliate of such Member while such Affiliate holds such Membership Interest, such cessation shall be a non-permitted Transfer and shall be deemed void ab initio, whereupon the Member having made the Transfer shall, at its own and sole expense, cause such putative transferee to disgorge all economic benefits and otherwise indemnify the Company and the other Member(s) against loss or damage under the Basic Documentsany Collateral Agreement.
(iib) Notwithstanding anything to the contrary contained in this Agreement, the following Transfers shall not require the approval set forth in Section 10.1(b)(i12.2(a):
(a) Intentionally Omitted
(bi) Any Transfer by SOIF III BR I or a SOIF III BR I Transferee of up to one hundred percent (100%) of its Membership Interest to any Affiliate of BR I, including but not limited to (A) BRG or any Person that is directly or indirectly owned by BRG; (B) Bluerock Special Opportunity + Income Fund, LLC ("SOIF") or any Person that is directly or indirectly owned by SOIF; (B) Bluerock Special Opportunity + Income Fund II, LLC ("SOIF II") or any Person that is directly or indirectly owned by SOIF II; (C) Bluerock Special Opportunity + Income Fund III, LLC ("SOIF III") or any Person that is directly or indirectly owned by SOIF III; and/or (D) Bluerock Growth Fund, LLC ("BGF") or any Person that is directly or indirectly owned by BGF (collectively, a "BR I Transferee");
(ii) Any Transfer by BR II or a BR II Transferee of up to one hundred percent (100%) of its Interest to any Affiliate of BR II, including but not limited to (A) BRG or any Person that is directly or indirectly owned by BRG; (B) SOIF or any Person that is directly or indirectly owned by SOIF; (B) SOIF II or any Person that is directly or indirectly owned by SOIF II; (C) BGF or any Person that is directly or indirectly owned by BGF; and/or (D) BGF II or any Person that is directly or indirectly owned by BGF II (collectively, a “SOIF III Transferee”);
(c) Any Transfer by BRG or a BRG Transferee of up to one hundred percent (100%) of its Membership Interest to any Affiliate of BRG, including but not limited to (A) SOIF II or any Person that is directly or indirectly owned by SOIF II; (B) SOIF III or any Person that is directly or indirectly owned by SOIF III; and/or (CD) BGF or any Person that is directly or indirectly owned by BGF and/or (D) BGF II or any Person that is directly or indirectly owned by BGF II (collectively, a “BRG "BR II Transferee”"); provided however, as to subparagraphs (b)(ii)(a), (b), b)(i) and (cb)(ii), and as to subparagraph (b)(ia), no Transfer shall be permitted and shall be void ab initio if it shall violate any “"Transfer” " provision of the Basic Documents. any applicable Collateral Agreement with third party lenders.
(c) Upon the execution by any such SOIF III BR I Transferee or BRG BR II Transferee of such documents necessary to admit such party into the Company and to cause the SOIF III BR I Transferee or BRG BR II Transferee (as applicable) to become bound by this Agreement, the SOIF III BR I Transferee or BRG BR II Transferee (as applicable) shall become a Member, without any further action or authorization by any Member.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Bluerock Residential Growth REIT, Inc.)
Affiliate Transfers. (ia) Subject to the provisions of Section 10.1(b)(ii12.2(b) hereof, and subject in each case to the prior written approval of each Member (such approval not to be unreasonably withheld), any Member may Transfer all or any portion of its Membership Interest in the Company at any time to an Affiliate of such Member, provided that such Affiliate shall remain an Affiliate of such Member at all times that such Affiliate holds such Membership Interest. If such Affiliate shall thereafter cease being an Affiliate of such Member while such Affiliate holds such Membership Interest, such cessation shall be a non-permitted Transfer and shall be deemed void ab initio, whereupon the Member having made the Transfer shall, at its own and sole expense, cause such putative transferee to disgorge all economic benefits and otherwise indemnify the Company and the other Member(s) against loss or damage under the Basic Documentsany Collateral Agreement.
(iib) Notwithstanding anything to the contrary contained in this Agreement, the following Transfers shall not require the approval set forth in Section 10.1(b)(i12.2(a):
(a) Intentionally Omitted
(bi) Any Transfer by SOIF III II or a SOIF III II Transferee of up to one hundred percent (100%) of its Membership Interest to any Affiliate of SOIF IIIII, including but not limited to (A) BRG BR REIT or any Person that is directly or indirectly owned by BRGBR REIT (collectively, a “SOIF II Transferee”);
(ii) Any Transfer by BEMT or a BEMT Transferee of up to one hundred percent (100%) of its Interest to any Affiliate of BEMT, including but not limited to (A) BR REIT or any Person that is directly or indirectly owned by BR REIT; and/or (B) SOIF II or any Person that is directly or indirectly owned by SOIF II; (C) BGF or any Person that is directly or indirectly owned by BGF; and/or (D) BGF II or any Person that is directly or indirectly owned by BGF II (collectively, a “SOIF III Transferee”);
(c) Any Transfer by BRG or a BRG Transferee of up to one hundred percent (100%) of its Membership Interest to any Affiliate of BRG, including but not limited to (A) SOIF II or any Person that is directly or indirectly owned by SOIF II; (B) SOIF III or any Person that is directly or indirectly owned by SOIF III; (C) BGF or any Person that is directly or indirectly owned by BGF and/or (D) BGF II or any Person that is directly or indirectly owned by BGF II (collectively, a “BRG BEMT Transferee”); provided however, as to subparagraphs (b)(ii)(a), (b), b)(i) and (cb)(ii), and as to subparagraph (b)(ia), no Transfer shall be permitted and shall be void ab initio if it shall violate any “Transfer” provision of the Basic Documents. any applicable Collateral Agreement with third party lenders.
(c) Upon the execution by any such SOIF III BEMT Transferee or BRG SOIF II Transferee of such documents necessary to admit such party into the Company and to cause the SOIF III BEMT Transferee or BRG SOIF II Transferee (as applicable) to become bound by this Agreement, the SOIF III BEMT Transferee or BRG SOIF II Transferee (as applicable) shall become a Member, without any further action or authorization by any Member.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Bluerock Enhanced Multifamily Trust, Inc.)
Affiliate Transfers. (i) Subject to the provisions of Section 10.1(b)(ii) hereof, and subject in each case to the prior written approval of each Member (such approval not to be unreasonably withheld), any Member may Transfer all or any portion of its Membership Interest in the Company at any time to an Affiliate of such Member, provided that such Affiliate shall remain an Affiliate of such Member at all times that such Affiliate holds such Membership Interest. If such Affiliate shall thereafter cease being an Affiliate of such Member while such Affiliate holds such Membership Interest, such cessation shall be a non-permitted Transfer and shall be deemed void ab initio, whereupon the Member having made the Transfer shall, at its own and sole expense, cause such putative transferee to disgorge all economic benefits and otherwise indemnify the Company and the other Member(s) against loss or damage under the Basic Documents.
(ii) Notwithstanding anything to the contrary contained in this Agreement, the following Transfers shall not require the approval set forth in Section 10.1(b)(i10.1(b):
(a) Intentionally Omitted
(b) Any Transfer by SOIF III or a SOIF III Transferee of up to one hundred percent (100%) of its Membership Interest to any Affiliate of SOIF IIIII, including but not limited to (A) BRG or any Person that is directly or indirectly owned by BRG; (B) SOIF II III or any Person that is directly or indirectly owned by SOIF IIIII; (C) BGF or any Person that is directly or indirectly owned by BGF; and/or (D) Bluerock Growth Fund II, LLC (“BGF II II”) or any Person that is directly or indirectly owned by BGF II (collectively, a “SOIF III II Transferee”);
(cb) Any Transfer by BRG or a BRG Transferee of up to one hundred percent (100%) of its Membership Interest to any Affiliate of BRG, including but not limited to (A) SOIF II or any Person that is directly or indirectly owned by SOIF II; (B) SOIF III or any Person that is directly or indirectly owned by SOIF III; (C) BGF or any Person that is directly or indirectly owned by BGF and/or (D) BGF II or any Person that is directly or indirectly owned by BGF II (collectively, a “BRG Transferee”); provided however, as to subparagraphs (b)(ii)(a), and (b), and (c), ) and as to subparagraph (b)(i), no Transfer shall be permitted and shall be void ab initio if it shall violate any “Transfer” provision of the Basic Documents. Upon the execution by any such SOIF III Transferee or BRG Transferee of such documents necessary to admit such party into the Company and to cause the SOIF III Transferee or BRG Transferee (as applicable) to become bound by this Agreement, the SOIF III Transferee or BRG Transferee (as applicable) shall become a Member, without any further action or authorization by any Member.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Bluerock Residential Growth REIT, Inc.)
Affiliate Transfers. (ia) Subject to the provisions of Section 10.1(b)(ii12.2(b) hereof, and subject in each case to the prior written approval of each Member (such approval not to be unreasonably withheld), any Member may Transfer all or any portion of its Membership Interest in the Company at any time to an Affiliate of such Member, provided that such Affiliate shall remain an Affiliate of such Member at all times that such Affiliate holds such Membership Interest. If such Affiliate shall thereafter cease being an Affiliate of such Member while such Affiliate holds such Membership Interest, such cessation shall be a non-permitted Transfer and shall be deemed void ab initio, whereupon the Member having made the Transfer shall, at its own and sole expense, cause such putative transferee to disgorge all economic benefits and otherwise indemnify the Company and the other Member(s) Members against loss or damage under the Basic Documentsany Collateral Agreement.
(iib) Notwithstanding anything to the contrary contained in this Agreement, the following Transfers shall not require the approval set forth in Section 10.1(b)(i12.2(a):
(a) Intentionally Omitted
(b) Any Transfer by SOIF III or a SOIF III Transferee of up to one hundred percent (100%) of its Membership Interest to any Affiliate of SOIF III, including but not limited to (A) BRG or any Person that is directly or indirectly owned by BRG; (B) SOIF II or any Person that is directly or indirectly owned by SOIF II; (C) BGF or any Person that is directly or indirectly owned by BGF; and/or (D) BGF II or any Person that is directly or indirectly owned by BGF II (collectively, a “SOIF III Transferee”);
(ci) Any Transfer by BRG or a BRG Transferee of up to one hundred percent (100%) of its Membership Interest to any Affiliate of BRG, including but not limited to (A) SOIF II Bluerock Residential Growth REIT, Inc. (“BR REIT”) or any Person that is directly or indirectly owned by SOIF II; BR REIT and/or (B) SOIF III Bluerock Residential Holdings, LP (“BR REIT LP”) or any Person that is directly or indirectly owned by SOIF III; (C) BGF or any Person that is directly or indirectly owned by BGF and/or (D) BGF II or any Person that is directly or indirectly owned by BGF II BR REIT LP (collectively, a “BRG Transferee”); provided provided, however, as to subparagraphs subparagraph (b)(ii)(a), (b), and (cb)(i), and as to subparagraph (b)(ia), no Transfer shall be permitted and shall be void ab initio if it shall violate any “Transfer” provision of the Basic Documents. any applicable Collateral Agreement with third party lenders.
(c) Upon the execution by any such SOIF III Transferee or BRG Transferee of such documents necessary to admit such party into the Company and to cause the SOIF III Transferee or BRG Transferee (as applicable) to become bound by this Agreement, the SOIF III Transferee or BRG Transferee (as applicable) shall become a Member, without any further action or authorization by any other Member.
Appears in 1 contract
Samples: Limited Liability Company/Joint Venture Agreement (Bluerock Residential Growth REIT, Inc.)
Affiliate Transfers. (ia) Subject to the provisions of Section 10.1(b)(ii12.2(b) hereof, and subject in each case to the prior written approval of each Member (such approval not to be unreasonably withheld), any Member may Transfer all or any portion of its Membership Interest in the Company at any time to an Affiliate of such Member, provided that such Affiliate shall remain an Affiliate of such Member at all times that such Affiliate holds such Membership Interest. If such Affiliate shall thereafter cease being an Affiliate of such Member while such Affiliate holds such Membership Interest, such cessation shall be a non-permitted Transfer and shall be deemed void ab initio, whereupon the Member having made the Transfer shall, at its own and sole expense, cause such putative transferee to disgorge all economic benefits and otherwise indemnify the Company and the other Member(s) against loss or damage under the Basic Documentsany Collateral Agreement. Further, no Transfer shall be permitted and shall be void ab initio if it shall violate any “Transfer” provision of any applicable Collateral Agreement with third party lenders.
(iib) Notwithstanding anything to the contrary contained in this Agreement, the following Transfers shall not require the approval set forth in Section 10.1(b)(i12.2(a):
(a) Intentionally Omitted
(bi) Any Transfer by SOIF III Bxxx or a SOIF III Bxxx Transferee of up to one hundred percent (100%) of its Membership Interest to any Affiliate of SOIF III, including but not limited to Bxxx (A) BRG or any Person that is directly or indirectly owned by BRG; (B) SOIF II or any Person that is directly or indirectly owned by SOIF II; (C) BGF or any Person that is directly or indirectly owned by BGF; and/or (D) BGF II or any Person that is directly or indirectly owned by BGF II (collectively, a “SOIF III Bxxx Transferee”);; and
(cii) Any Transfer by BRG Bluerock or a BRG Bluerock Transferee of up to one hundred percent (100%) of its Membership Interest to any Affiliate of BRGBluerock, including but not limited to (A) SOIF II Bluerock Enhanced Multifamily Trust, Inc. (“BR REIT”) or any Person that is directly or indirectly owned by SOIF IIBR REIT; (B) SOIF III Bluerock Special Opportunity + Income Fund, LLC (“BR SOIF”), or any Person that is directly or indirectly owned by SOIF IIIBR SOIF; (C) BGF Bluerock Special Opportunity + Income Fund II, LLC (“BR SOIF II”) or any Person that is directly or indirectly owned by BGF BR SOIF II and/or (D) BGF II or any Person that is directly or indirectly owned by BGF II Bluerock Special Opportunity + Income Fund III, LLC (“BR SOIF III”) (collectively, a “BRG Bluerock Transferee”); provided however, as to subparagraphs (b)(ii)(a), (b), b)(i) and (cb)(ii), and as to subparagraph (b)(ia), no Transfer shall be permitted and shall be void ab initio if it shall violate any “Transfer” provision of the Basic Documents. any applicable Collateral Agreement with third party lenders.
(c) Upon the execution by any such SOIF III Bxxx Transferee or BRG Bluerock Transferee of such documents necessary to admit such party into the Company and to cause the SOIF III Bxxx Transferee or BRG Bluerock Transferee (as applicable) to become bound by this Agreement, the SOIF III Bxxx Transferee or BRG Bluerock Transferee (as applicable) shall become a Member, without any further action or authorization by any Member.
(d) The Transfer of any interest in any Manager and any transferee of an interest in any Manager shall be recognized and permitted under this Agreement and by the Members, without any further action or authorization by any Member; provided, however, that no Transfer shall be permitted and shall be void ab initio if it shall violate any “Transfer” provision of any applicable Collateral Agreement with third party lenders.
Appears in 1 contract
Samples: Limited Liability Company/Joint Venture Agreement (Bluerock Residential Growth REIT, Inc.)
Affiliate Transfers. (ia) Subject to the provisions of Section 10.1(b)(ii12.2(b) hereof, and subject in each case to the prior written approval of each Member (such approval not to be unreasonably withheld), any Member may Transfer all or any portion of its Membership Interest in the Company at any time to an Affiliate of such Member, provided that such Affiliate shall remain an Affiliate of such Member at all times that such Affiliate holds such Membership Interest. If such Affiliate shall thereafter cease being an Affiliate of such Member while such Affiliate holds such Membership Interest, such cessation shall be a non-permitted Transfer and shall be deemed void ab initio, whereupon the Member having made the Transfer shall, at its own and sole expense, cause such putative transferee to disgorge all economic benefits and otherwise indemnify the Company and the other Member(s) against loss or damage under the Basic Documentsany Collateral Agreement.
(iib) Notwithstanding anything to the contrary contained in this Agreement, the following Transfers shall not require the approval set forth in Section 10.1(b)(i12.2(a):
(a) Intentionally Omitted
(bi) Any Transfer by SOIF III BR I or a SOIF III BR I Transferee of up to one hundred percent (100%) of its Membership Interest to any Affiliate of BR I, including but not limited to (A) BRG or any Person that is directly or indirectly owned by BRG; (B) Bluerock Special Opportunity + Income Fund, LLC ("SOIF") or any Person that is directly or indirectly owned by SOIF; (B) Bluerock Special Opportunity + Income Fund II, LLC ("SOIF II") or any Person that is directly or indirectly owned by SOIF II; (C) Bluerock Special Opportunity + Income Fund III, LLC ("SOIF III") or any Person that is directly or indirectly owned by SOIF III; and/or (D) Bluerock Growth Fund, LLC ("BGF") or any Person that is directly or indirectly owned by BGF (collectively, a "BR I Transferee");
(ii) Any Transfer by BR II or a BR II Transferee of up to one hundred percent (100%) of its Interest to any Affiliate of BR I, including but not limited to (A) BRG or any Person that is directly or indirectly owned by BRG; (B) SOIF or any Person that is directly or indirectly owned by SOIF; (B) SOIF II or any Person that is directly or indirectly owned by SOIF II; (C) BGF or any Person that is directly or indirectly owned by BGF; and/or (D) BGF II or any Person that is directly or indirectly owned by BGF II (collectively, a “SOIF III Transferee”);
(c) Any Transfer by BRG or a BRG Transferee of up to one hundred percent (100%) of its Membership Interest to any Affiliate of BRG, including but not limited to (A) SOIF II or any Person that is directly or indirectly owned by SOIF II; (B) SOIF III or any Person that is directly or indirectly owned by SOIF III; and/or (CD) BGF or any Person that is directly or indirectly owned by BGF and/or (D) BGF II or any Person that is directly or indirectly owned by BGF II (collectively, a “BRG "BR II Transferee”"); provided however, as to subparagraphs (b)(ii)(a), (b), b)(i) and (cb)(ii), and as to subparagraph (b)(ia), no Transfer shall be permitted and shall be void ab initio if it shall violate any “"Transfer” " provision of the Basic Documents. any applicable Collateral Agreement with third party lenders.
(c) Upon the execution by any such SOIF III BR I Transferee or BRG BR II Transferee of such documents necessary to admit such party into the Company and to cause the SOIF III BR I Transferee or BRG BR II Transferee (as applicable) to become bound by this Agreement, the SOIF III BR I Transferee or BRG BR II Transferee (as applicable) shall become a Member, without any further action or authorization by any Member.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Bluerock Residential Growth REIT, Inc.)
Affiliate Transfers. (ia) Subject to the provisions of Section 10.1(b)(ii12.2(b) hereof, and subject in each case to the prior written approval of each Member (such approval not to be unreasonably withheld), any Member may Transfer all or any portion of its Membership Interest in the Company at any time to an Affiliate of such Member, provided that such Affiliate shall remain an Affiliate of such Member at all times that such Affiliate holds such Membership Interest. If such Affiliate shall thereafter cease being an Affiliate of such Member while such Affiliate holds such Membership Interest, such cessation shall be a non-permitted Transfer and shall be deemed void ab initio, whereupon the Member having made the Transfer shall, at its own and sole expense, cause such putative transferee to disgorge all economic benefits and otherwise indemnify the Company and the other Member(s) against loss or damage under the Basic Documentsany Collateral Agreement.
(iib) Notwithstanding anything to the contrary contained in this Agreement, the following Transfers shall not require the approval set forth in Section 10.1(b)(i12.2(a):
(a) Intentionally Omitted
(bi) Any Transfer by SOIF III or a SOIF III Transferee of up to one hundred percent (100%) of its Membership Interest to any Affiliate of SOIF III, including but not limited to (A) BRG or any Person that is directly or indirectly owned by BRG; (B) Bluerock Special Opportunity + Income Fund, LLC (“SOIF”) or any Person that is directly or indirectly owned by SOIF; (C) Bluerock Special Opportunity + Income Fund II, LLC (“SOIF II”) or any Person that is directly or indirectly owned by SOIF II; (D) Bluerock Special Opportunity + Income Fund III, LLC (“SOIF III”) or any Person that is directly or indirectly owned by SOIF III; and/or (E) Bluerock Growth Fund, LLC (“BGF”) or any Person that is directly or indirectly owned by BGF (collectively, a “ SOIF III Transferee”);
(ii) Any Transfer by BEMT or a BEMT Transferee of up to one hundred percent (100%) of its Interest to any Affiliate of BEMT, including but not limited to (A) BRG or any Person that is directly or indirectly owned by BRG; (B) SOIF or any Person that is directly or indirectly owned by SOIF; (B) SOIF II or any Person that is directly or indirectly owned by SOIF II; (C) BGF or any Person that is directly or indirectly owned by BGF; and/or (D) BGF II or any Person that is directly or indirectly owned by BGF II (collectively, a “SOIF III Transferee”);
(c) Any Transfer by BRG or a BRG Transferee of up to one hundred percent (100%) of its Membership Interest to any Affiliate of BRG, including but not limited to (A) SOIF II or any Person that is directly or indirectly owned by SOIF II; (B) SOIF III or any Person that is directly or indirectly owned by SOIF III; and/or (CD) BGF or any Person that is directly or indirectly owned by BGF and/or (D) BGF II or any Person that is directly or indirectly owned by BGF II (collectively, a “BRG Transferee”)BGF; provided however, as to subparagraphs (b)(ii)(a), (b), b)(i) and (cb)(ii), and as to subparagraph (b)(ia), no Transfer shall be permitted and shall be void ab initio if it shall violate any “Transfer” provision of the Basic Documents. any applicable Collateral Agreement with third party lenders.
(c) Upon the execution by any such BEMT Transferee or SOIF III Transferee or BRG Transferee of such documents necessary to admit such party into the Company and to cause the BEMT Transferee or SOIF III Transferee or BRG Transferee (as applicable) to become bound by this Agreement, the BEMT Transferee or SOIF III Transferee or BRG Transferee (as applicable) shall become a Member, without any further action or authorization by any Member.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Bluerock Residential Growth REIT, Inc.)
Affiliate Transfers. (ia) Subject to the provisions of Section 10.1(b)(ii12.2(b) hereof, and subject in each case to the prior written approval of each Member (such approval not to be unreasonably withheld), any Member may Transfer all or any portion of its Membership Interest in the Company at any time to an Affiliate of such Member, provided that such Affiliate shall remain an Affiliate of such Member at all times that such Affiliate holds such Membership Interest. If such Affiliate shall thereafter cease being an Affiliate of such Member while such Affiliate holds such Membership Interest, such cessation shall be a non-permitted Transfer and shall be deemed void ab initio, whereupon the Member having made the Transfer shall, at its own and sole expense, cause such putative transferee to disgorge all economic benefits and otherwise indemnify the Company and the other Member(s) against loss or damage under the Basic Documentsany Collateral Agreement. No Transfer shall be permitted and shall be void ab initio if it shall violate any “Transfer” provision of any applicable Collateral Agreement with third party lenders.
(iib) Notwithstanding anything to the contrary contained in this Agreement, the following Transfers shall not require the approval set forth in Section 10.1(b)(i12.2(a):
(a) Intentionally Omitted
(bi) Any Transfer by SOIF III Xxxx or a SOIF III Xxxx Transferee of up to one hundred percent (100%) of its Membership Interest to any Affiliate of SOIF III, including but not limited to Xxxx (A) BRG or any Person that is directly or indirectly owned by BRG; (B) SOIF II or any Person that is directly or indirectly owned by SOIF II; (C) BGF or any Person that is directly or indirectly owned by BGF; and/or (D) BGF II or any Person that is directly or indirectly owned by BGF II (collectively, a “SOIF III Xxxx Transferee”);; and
(cii) Any Transfer by BRG Bluerock or a BRG Bluerock Transferee of up to one hundred percent (100%) of its Membership Interest to any Affiliate of BRGBluerock, including but not limited to (A) SOIF II Bluerock Enhanced Multifamily Trust, Inc. (“BR REIT”) or any Person that is directly or indirectly owned by SOIF IIBR REIT; (B) SOIF III Bluerock Special Opportunity + Income Fund, LLC (“BR SOIF”) or any Person that is directly or indirectly owned by SOIF IIIBR SOIF; and/or (C) BGF Bluerock Special Opportunity + Income Fund II, LLC (“BR SOIF II”) or any Person that is directly or indirectly owned by BGF and/or (D) BGF II or any Person that is directly or indirectly owned by BGF BR SOIF II (collectively, a “BRG Bluerock Transferee”); provided however, as to subparagraphs (b)(ii)(a), (b), b)(i) and (cb)(ii), and as to subparagraph (b)(ia), no Transfer shall be permitted and shall be void ab initio if it shall violate any “Transfer” provision of the Basic Documents. any applicable Collateral Agreement with third party lenders.
(c) Upon the execution by any such SOIF III Xxxx Transferee or BRG Bluerock Transferee of such documents necessary to admit such party into the Company and to cause the SOIF III Xxxx Transferee or BRG Bluerock Transferee (as applicable) to become bound by this Agreement, the SOIF III Xxxx Transferee or BRG Bluerock Transferee (as applicable) shall become a Member, without any further action or authorization by any Member.
(d) The Transfer of any interest in a Manager and any transferee of an interest in a Manager shall be recognized and permitted under this Agreement and by the Members, without any further action or authorization by any Member; provided, however, that no Transfer shall be permitted and shall be void ab initio if it shall violate any “Transfer” provision of any applicable Collateral Agreement with third party lenders.
Appears in 1 contract
Samples: Limited Liability Company/Joint Venture Agreement (Bluerock Enhanced Multifamily Trust, Inc.)
Affiliate Transfers. (i) Subject to the provisions of Section 10.1(b)(ii) hereof, and subject in each case to the prior written approval of each Member (such approval not to be unreasonably withheld), any Member may Transfer all or any portion of its Membership Interest in the Company at any time to an Affiliate of such Member, provided that such Affiliate shall remain an Affiliate of such Member at all times that such Affiliate holds such Membership Interest. If such Affiliate shall thereafter cease being an Affiliate of such Member while such Affiliate holds such Membership Interest, such cessation shall be a non-permitted Transfer and shall be deemed void ab initio, whereupon the Member having made the Transfer shall, at its own and sole expense, cause such putative transferee to disgorge all economic benefits and otherwise indemnify the Company and the other Member(s) against loss or damage under the Basic Documents.
(ii) Notwithstanding anything to the contrary contained in this Agreement, the following Transfers shall not require the approval set forth in Section 10.1(b)(i10.1(b):
(a) Intentionally OmittedAny Transfer by SOIF II or a SOIF II Transferee of up to one hundred percent (100%) of its Membership Interest to any Affiliate of SOIF II, including but not limited to (A) BRG or any Person that is directly or indirectly owned by BRG; (B) SOIF III or any Person that is directly or indirectly owned by SOIF III; (C) BGF or any Person that is directly or indirectly owned by BGF; and/or (D) Bluerock Growth Fund II, LLC ("BGF II") or any Person that is directly or indirectly owned by BGF II (collectively, a "SOIF II Transferee");
(b) Any Transfer by SOIF III or a SOIF III Transferee of up to one hundred percent (100%) of its Membership Interest to any Affiliate of SOIF III, including but not limited to (A) BRG or any Person that is directly or indirectly owned by BRG; (B) SOIF II or any Person that is directly or indirectly owned by SOIF II; (C) BGF or any Person that is directly or indirectly owned by BGF; and/or (D) BGF II or any Person that is directly or indirectly owned by BGF II (collectively, a “"SOIF III Transferee”");
(c) Any Transfer by BGF or a BGF Transferee of up to one hundred percent (100%) of its Membership Interest to any Affiliate of BGF, including but not limited to (A) BRG or any Person that is directly or indirectly owned by BRG; (B) SOIF II or any Person that is directly or indirectly owned by SOIF II; (C) SOIF III or any Person that is directly or indirectly owned by SOIF III; and/or (D) BGF II or any Person that is directly or indirectly owned by BGF II (collectively, a "BGF Transferee");
(d) Any Transfer by BRG or a BRG Transferee of up to one hundred percent (100%) of its Membership Interest to any Affiliate of BRG, including but not limited to (A) SOIF II or any Person that is directly or indirectly owned by SOIF II; (B) SOIF III or any Person that is directly or indirectly owned by SOIF III; (C) BGF or any Person that is directly or indirectly owned by BGF and/or (D) BGF II or any Person that is directly or indirectly owned by BGF II (collectively, a “"BRG Transferee”"); provided however, as to subparagraphs (b)(ii)(a), (b), (c) and (cd), and as to subparagraph (b)(i), no Transfer shall be permitted and shall be void ab initio if it shall violate any “"Transfer” " provision of the Basic Documents. Upon the execution by any such SOIF II Transferee, SOIF III Transferee, BGF Transferee or BRG Transferee of such documents necessary to admit such party into the Company and to cause the SOIF II Transferee, SOIF III Transferee, BGF Transferee or BRG Transferee (as applicable) to become bound by this Agreement, the SOIF II Transferee, SOIF III Transferee, BGF Transferee or BRG Transferee (as applicable) shall become a Member, without any further action or authorization by any Member.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Bluerock Residential Growth REIT, Inc.)
Affiliate Transfers. (ia) Subject to the provisions of Section 10.1(b)(ii12.2(b) hereof, and subject in each case to the prior written approval of each Member (such approval not to be unreasonably withheld), any Member may Transfer all or any portion of its Membership Interest in the Company at any time to an Affiliate of such Member, provided that such Affiliate shall remain an Affiliate of such Member at all times that such Affiliate holds such Membership Interest. If such Affiliate shall thereafter cease being an Affiliate of such Member while such Affiliate holds such Membership Interest, such cessation shall be a non-permitted Transfer and shall be deemed void ab initio, whereupon the Member having made the Transfer shall, at its own and sole expense, cause such putative transferee to disgorge all economic benefits and otherwise indemnify the Company and the other Member(s) against loss or damage under the Basic Documentsany Collateral Agreement.
(iib) Notwithstanding anything to the contrary contained in this Agreement, the following Transfers shall not require the approval set forth in Section 10.1(b)(i12.2(a):
(a) Intentionally Omitted
(bi) Any Transfer by SOIF III or a SOIF III Transferee of up to one hundred percent (100%) of its Membership Interest to any Affiliate of SOIF IIISOIF, including but not limited to (A) BRG or any Person that is directly or indirectly owned by BRG; Bluerock Special Opportunity + Income Fund II, LLC (B“SOIF II”) SOIF II or any Person that is directly or indirectly owned by SOIF II; and/or (CB) BGF Bluerock Special Opportunity + Income Fund III, LLC (“SOIF III”) or any Person that is directly or indirectly owned by BGF; and/or (D) BGF II or any Person that is directly or indirectly owned by BGF II SOIF III (collectively, a “SOIF III Transferee”);
(cii) Any Transfer by BRG BEMT or a BRG BEMT Transferee of up to one hundred percent (100%) of its Membership Interest to any Affiliate of BRGBEMT, including but not limited to (A) SOIF II or any Person that is directly or indirectly owned by SOIF II; and/or (B) SOIF III or any Person that is directly or indirectly owned by SOIF III; III (Ccollectively, a “BEMT Transferee”);
(iii) BGF Any Transfer by BR MDA Investors or a BR MDA Investors Transferee of up to one hundred percent (100%) of its Interest to any Person that is directly or indirectly owned by BGF and/or Affiliate of BR MDA Investors, including but not limited to (DA) BGF SOIF II or any Person that is directly or indirectly owned by BGF II SOIF II; and/or (B) SOIF III or any Person that is directly or indirectly owned by SOIF III (collectively, a “BRG BR MDA Investors Transferee”); provided however, as to subparagraphs (b)(ii)(ab)(i), (b), and b)(ii) or (cb)(iii), and as to subparagraph (b)(ia), no Transfer shall be permitted and shall be void ab initio if it shall violate any “Transfer” provision of the Basic Documents. any applicable Collateral Agreement with third party lenders.
(c) Upon the execution by any such SOIF III BEMT Transferee, BR MDA Investors Transferee or BRG SOIF Transferee of such documents necessary to admit such party into the Company and to cause the SOIF III BEMT Transferee, the BR MDA Investors Transferee or BRG SOIF Transferee (as applicable) to become bound by this Agreement, the SOIF III BEMT Transferee, BR MDA Investors Transferee or BRG SOIF Transferee (as applicable) shall become a Member, without any further action or authorization by any Member.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Bluerock Enhanced Multifamily Trust, Inc.)
Affiliate Transfers. (ia) Subject to the provisions of Section 10.1(b)(ii12.2(b) hereof, and subject in each case to the prior written approval of each Member (such approval not to be unreasonably withheld), any Member may Transfer all or any portion of its Membership Interest in the Company at any time to an Affiliate of such Member, provided that such Affiliate shall remain an Affiliate of such Member at all times that such Affiliate holds such Membership Interest. If such Affiliate shall thereafter cease being an Affiliate of such Member while such Affiliate holds such Membership Interest, such cessation shall be a non-permitted Transfer and shall be deemed void ab initio, whereupon the Member having made the Transfer shall, at its own and sole expense, cause such putative transferee to disgorge all economic benefits and otherwise indemnify the Company and the other Member(s) against loss or damage under the Basic Documentsany Collateral Agreement.
(iib) Notwithstanding anything to the contrary contained in this Agreement, the following Transfers shall not require the approval set forth in Section 10.1(b)(i12.2(a):
(a) Intentionally Omitted
(bi) Any Transfer by SOIF III or a SOIF III Transferee of up to one hundred percent (100%) of its Membership Interest to any Affiliate of SOIF IIISOIF, including but not limited to (A) BRG Bluerock Enhanced Multifamily Trust, Inc. (“BR REIT”) or any Person that is directly or indirectly owned by BRGBR REIT; and/or (B) SOIF II or any Person that is directly or indirectly owned by SOIF II; (C) BGF or any Person that is directly or indirectly owned by BGF; and/or (D) BGF II or any Person that is directly or indirectly owned by BGF II (collectively, a “SOIF III Transferee”);
(cii) Any Transfer by BRG SOIF II or a BRG SOIF II Transferee of up to one hundred percent (100%) of its Membership Interest to any Affiliate of BRGSOIF II, including but not limited to (A) BR REIT or any Person that is directly or indirectly owned by BR REIT; and/or (B) SOIF or any Person that is directly or indirectly owned by SOIF (collectively, a “SOIF II Transferee”);
(iii) Any Transfer by BEMT or a BEMT Transferee of up to one hundred percent (100%) of its Interest to any Affiliate of BEMT, including but not limited to (A) BR REIT or any Person that is directly or indirectly owned by BR REIT; and/or (B) SOIF II or any Person that is directly or indirectly owned by SOIF II; (B) SOIF III or any Person that is directly or indirectly owned by SOIF III; (C) BGF or any Person that is directly or indirectly owned by BGF and/or (D) BGF II or any Person that is directly or indirectly owned by BGF II (collectively, a “BRG BEMT Transferee”); provided however, as to subparagraphs (b)(ii)(a), (b), b)(i) and (cb)(ii), and as to subparagraph (b)(ia), no Transfer shall be permitted and shall be void ab initio if it shall violate any “Transfer” provision of the Basic Documents. any applicable Collateral Agreement with third party lenders.
(c) Upon the execution by any such BEMT Transferee, SOIF III Transferee or BRG SOIF II Transferee of such documents necessary to admit such party into the Company and to cause the BEMT Transferee, SOIF III Transferee or BRG SOIF II Transferee (as applicable) to become bound by this Agreement, the BEMT Transferee, SOIF III Transferee or BRG SOIF II Transferee (as applicable) shall become a Member, without any further action or authorization by any Member.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Bluerock Enhanced Multifamily Trust, Inc.)
Affiliate Transfers. (i) Subject to the provisions of Section 10.1(b)(ii) hereof, and subject in each case to the prior written approval of each Member (such approval not to be unreasonably withheld), any Member may Transfer all or any portion of its Membership Interest in the Company at any time to an Affiliate of such Member, provided that such Affiliate shall remain an Affiliate of such Member at all times that such Affiliate holds such Membership Interest. If such Affiliate shall thereafter cease being an Affiliate of such Member while such Affiliate holds such Membership Interest, such cessation shall be a non-permitted Transfer and shall be deemed void ab initio, whereupon the Member having made the Transfer shall, at its own and sole expense, cause such putative transferee to disgorge all economic benefits and otherwise indemnify the Company and the other Member(s) against loss or damage under the Basic Documents.
(ii) Notwithstanding anything to the contrary contained in this Agreement, the following Transfers shall not require the approval set forth in Section 10.1(b)(i):
(a) Intentionally Omitted
(b) Any Transfer by SOIF III II or a SOIF III II Transferee of up to one hundred percent (100%) of its Membership Interest to any Affiliate of SOIF IIIII, including but not limited to (A) BRG or any Person that is directly or indirectly owned by BRG; (B) SOIF II III or any Person that is directly or indirectly owned by SOIF IIIII; (C) BGF or any Person that is directly or indirectly owned by BGF; and/or (D) BGF II or any Person that is directly or indirectly owned by BGF II (collectively, a “SOIF III II Transferee”);
(c) Any Transfer by BRG or a BRG Transferee of up to one hundred percent (100%) of its Membership Interest to any Affiliate of BRG, including but not limited to (A) SOIF II or any Person that is directly or indirectly owned by SOIF II; (B) SOIF III or any Person that is directly or indirectly owned by SOIF III; (C) BGF or any Person that is directly or indirectly owned by BGF and/or (D) BGF II or any Person that is directly or indirectly owned by BGF II (collectively, a “BRG Transferee”); provided however, as to subparagraphs (b)(ii)(aSection 10.1(b)(ii)(a), (bthis Section 10.1(b), and (cSection 10.1(c), and as to subparagraph (b)(iSection 10.1(b)(i), no Transfer shall be permitted and shall be void ab initio if it shall violate any “Transfer” provision of the Basic Documents. Upon the execution by any such SOIF III II Transferee or BRG Transferee of such documents necessary to admit such party into the Company and to cause the SOIF III II Transferee or BRG Transferee (as applicable) to become bound by this Agreement, the SOIF III II Transferee or BRG Transferee (as applicable) shall become a Member, without any further action or authorization by any Member.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Bluerock Residential Growth REIT, Inc.)
Affiliate Transfers. (ia) Subject to the provisions of Section 10.1(b)(ii12.2(b) hereof, and subject in each case to the prior written approval of each Member (such approval not to be unreasonably withheld), any Member may Transfer all or any portion of its Membership Interest in the Company at any time to an Affiliate of such Member, provided that such Affiliate shall remain an Affiliate of such Member at all times that such Affiliate holds such Membership Interest. If such Affiliate shall thereafter cease being an Affiliate of such Member while such Affiliate holds such Membership Interest, such cessation shall be a non-permitted Transfer and shall be deemed void ab initio, whereupon the Member having made the Transfer shall, at its own and sole expense, cause such putative transferee to disgorge all economic benefits and otherwise indemnify the Company and the other Member(s) against loss or damage under the Basic Documentsany Collateral Agreement.
(iib) Notwithstanding anything to the contrary contained in this Agreement, the following Transfers shall not require the approval set forth in Section 10.1(b)(i12.2(a):
(ai) Intentionally OmittedAny Transfer by BEMT or a BEMT Transferee of up to one hundred percent (100%) of its Interest to any Affiliate of BEMT or the non-Affiliate parties herein listed, including but not limited to (A) Bluerock Enhanced Multifamily Trust, Inc. (“BR REIT”) or any Person that is directly or indirectly owned by BR REIT and/or (B) SOIF III or any Person that is directly or indirectly owned by SOIF III; and/or (C) BHN or any Person that is directly or indirectly owned by BHN (collectively, a “BEMT Transferee”);
(bii) Any Transfer by SOIF III or a SOIF III Transferee of up to one hundred percent (100%) of its Membership Interest to any Affiliate of SOIF IIIIII or the non-Affiliate parties herein listed, including but not limited to (A) BRG BR REIT or any Person that is directly or indirectly owned by BRGBR REIT; and/or (B) SOIF II BEMT or any Person that is directly or indirectly owned by SOIF IIBEMT; and/or (C) BGF BHN or any Person that is directly or indirectly owned by BGF; and/or (D) BGF II or any Person that is directly or indirectly owned by BGF II BHN (collectively, a “SOIF III Transferee”);
(ciii) Any Transfer by BRG BHN or a BRG BHN Transferee of up to one hundred percent (100%) of its Membership Interest to any Affiliate of BRGBHN or the non-Affiliate parties herein listed, including but not limited to (A) SOIF II BR REIT or any Person that is directly or indirectly owned by SOIF IIBR REIT; and/or (B) BEMT or any Person that is directly or indirectly owned by BEMT; and/or (C) SOIF III or any Person that is directly or indirectly owned by SOIF III; (C) BGF or any Person that is directly or indirectly owned by BGF and/or (D) BGF II or any Person that is directly or indirectly owned by BGF II III (collectively, a “BRG BHN Transferee”); provided however, as to subparagraphs (b)(ii)(a), (b), b)(i) and (cb)(ii), and as to subparagraph (b)(ia), no Transfer shall be permitted and shall be void ab initio if it shall violate any “Transfer” provision of the Basic Documents. any applicable Collateral Agreement with third party lenders.
(c) Upon the execution by any such BEMT Transferee, SOIF III Transferee or BRG BHN Transferee of such documents necessary to admit such party into the Company and to cause the BEMT Transferee, SOIF III Transferee or BRG BHN Transferee (as applicable) to become bound by this Agreement, the BEMT Transferee, SOIF III Transferee or BRG BHN Transferee (as applicable) shall become a Member, without any further action or authorization by any Member.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Bluerock Enhanced Multifamily Trust, Inc.)
Affiliate Transfers. (ia) Subject to the provisions of Section 10.1(b)(ii12.2(b) hereof, and subject in each case to the prior written approval of each Member (such approval not to be unreasonably withheld), any Member may Transfer all or any portion of its Membership Interest in the Company at any time to an Affiliate of such Member, provided that such Affiliate shall remain an Affiliate of such Member at all times that such Affiliate holds such Membership Interest. If such Affiliate shall thereafter cease being an Affiliate of such Member while such Affiliate holds such Membership Interest, such cessation shall be a non-permitted Transfer and shall be deemed void ab initio, whereupon the Member having made the Transfer shall, at its own and sole expense, cause such putative transferee to disgorge all economic benefits and otherwise indemnify the Company and the other Member(s) against loss or damage under the Basic Documentsany Collateral Agreement.
(iib) Notwithstanding anything to the contrary contained in this Agreement, the following Transfers shall not require the approval set forth in Section 10.1(b)(i12.2(a):
(a) Intentionally Omitted
(bi) Any Transfer by SOIF III or a SOIF III Transferee of up to one hundred percent (100%) of its Membership Interest to any Affiliate of SOIF III, including but not limited to (A) BRG Bluerock Enhanced Multifamily Trust, Inc. (“BR REIT”) or any Person that is directly or indirectly owned by BRGBR REIT; and/or (B) Bluerock Special Opportunity + Income Fund III, LLC (“BR SOIF II III”) or any Person that is directly or indirectly owned by BR SOIF II; (C) BGF or any Person that is directly or indirectly owned by BGF; and/or (D) BGF II or any Person that is directly or indirectly owned by BGF II III (collectively, a “SOIF III Transferee”);
(cii) Any Transfer by BRG BEMT or a BRG BEMT Transferee of up to one hundred percent (100%) of its Membership Interest to any Affiliate of BRGBEMT, including but not limited to (A) SOIF II BR REIT or any Person that is directly or indirectly owned by SOIF IIBR REIT; and/or (B) BR SOIF III or any Person that is directly or indirectly owned by BR SOIF III; (C) BGF or any Person that is directly or indirectly owned by BGF and/or (D) BGF II or any Person that is directly or indirectly owned by BGF II III (collectively, a “BRG BEMT Transferee”); provided however, as to subparagraphs (b)(ii)(a), (b), b)(i) and (cb)(ii), and as to subparagraph (b)(ia), no Transfer shall be permitted and shall be void ab initio if it shall violate any “Transfer” provision of the Basic Documents. any applicable Collateral Agreement with third party lenders.
(c) Upon the execution by any such BEMT Transferee or SOIF III Transferee or BRG Transferee of such documents necessary to admit such party into the Company and to cause the BEMT Transferee or SOIF III Transferee or BRG Transferee (as applicable) to become bound by this Agreement, the BEMT Transferee or SOIF III Transferee or BRG Transferee (as applicable) shall become a Member, without any further action or authorization by any Member.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Bluerock Enhanced Multifamily Trust, Inc.)
Affiliate Transfers. (ia) Subject to the provisions of Section 10.1(b)(ii12.2(b) hereof, and subject in each case to the prior written approval of each Member (such approval not to be unreasonably withheld), any Member may Transfer all or any portion of its Membership Interest in the Company at any time to an Affiliate of such Member, provided that such Affiliate shall remain an Affiliate of such Member at all times that such Affiliate holds such Membership Interest. If such Affiliate shall thereafter cease being an Affiliate of such Member while such Affiliate holds such Membership Interest, such cessation shall be a non-permitted Transfer and shall be deemed void ab initio, whereupon the Member having made the Transfer shall, at its own and sole expense, cause such putative transferee to disgorge all economic benefits and otherwise indemnify the Company and the other Member(s) against loss or damage under the Basic Documentsany Collateral Agreement.
(iib) Notwithstanding anything to the contrary contained in this Agreement, the following Transfers shall not require the approval set forth in Section 10.1(b)(i12.2(a):
(a) Intentionally Omitted
(bi) Any Transfer by SOIF III or a SOIF III Transferee of up to one hundred percent (100%) of its Membership Interest to any Affiliate of SOIF IIISOIF, including but not limited to (A) BRG Bluerock Enhanced Multifamily Trust, Inc. (“BR REIT”) or any Person that is directly or indirectly owned by BRG; BR REIT and/or (B) SOIF II or any Person that is directly or indirectly owned by SOIF II; (C) BGF or any Person that is directly or indirectly owned by BGF; and/or (D) BGF II or any Person that is directly or indirectly owned by BGF II (collectively, a “SOIF III Transferee”);
(cii) Any Transfer by BRG SOIF II or a BRG SOIF II Transferee of up to one hundred percent (100%) of its Membership Interest to any Affiliate of BRGSOIF II, including but not limited to BR REIT or any Person that is directly or indirectly owned by BR REIT; and/or (AB) SOIF II or any Person that is directly or indirectly owned by SOIF II; (B) SOIF III or any Person that is directly or indirectly owned by SOIF III; (C) BGF or any Person that is directly or indirectly owned by BGF and/or (D) BGF II or any Person that is directly or indirectly owned by BGF II (collectively, a “BRG SOIF II Transferee”); provided however, as to subparagraphs (b)(ii)(a), (b), b)(i) and (cb)(ii), and as to subparagraph (b)(ia), no Transfer shall be permitted and shall be void ab initio if it shall violate any “Transfer” provision of the Basic Documents. any applicable Collateral Agreement with third party lenders.
(c) Upon the execution by any such SOIF III Transferee or BRG SOIF II Transferee of such documents necessary to admit such party into the Company and to cause the SOIF III Transferee or BRG SOIF II Transferee (as applicable) to become bound by this Agreement, the SOIF III Transferee or BRG SOIF II Transferee (as applicable) shall become a Member, without any further action or authorization by any Member.
Appears in 1 contract
Samples: Limited Liability Company/Joint Venture Agreement (Bluerock Residential Growth REIT, Inc.)
