Assignment and Transfer of Membership Interests Sample Clauses

Assignment and Transfer of Membership Interests. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Inergy, L.P., a Delaware limited partnership (hereinafter referred to as “Assignor”), hereby assigns, sets over and transfers to Inergy Midstream, L.P., a Delaware limited partnership (hereinafter referred to as “Assignee”), effective as of the date hereof, all of Assignor’s membership interests in US Salt, LLC, a Delaware limited liability company, being a 100% membership interest, leaving Assignor without an interest in US Salt, LLC and Assignee hereby accepts such assignment and transfer. TO HAVE AND TO HOLD the same unto Assignee, its respective successors and assigns forever.
Sample 1
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Assignment and Transfer of Membership Interests. An Indeck Member may sell, assign, pledge or otherwise transfer its interest in the Company to any other Person, and such person shall become a Substituted Member (as such term is used in the Act), only after the Member wishing to transfer his or her interest has received the prior written consent of Ridgewood, which consent shall not be unreasonably withheld so long as the transfer will not result in a termination of the Company under section 708 of the Internal Revenue Code. Ridgewood may sell, assign, pledge or otherwise transfer its interest in the Company to any other Person, and such Person shall become a Substituted Member (as such term is used in the Act), only after Ridgewood has received the prior written consent of the holders of a majority of the Indeck Members, which consent shall not be unreasonably withheld. A purported transfer made by a Member in violation of this Section 9.1 shall be null and void ab initio, and the purported transferee shall have no right to participate in the management of the business and affairs of the Company or to become a Member. The admission of a transferee as a Member may be conditioned upon satisfaction of such terms and compliance with such conditions as Ridgewood and the holders of a majority of the interests of the Indeck Members (other than the Member effecting the transfer) may determine, including, without limitation, requiring the transferee to execute such agreements, instruments and other documents as may be necessary or desirable to substitute the transferee for the transferring member hereunder.
Sample 1
Assignment and Transfer of Membership Interests 
Sample 1

Related to Assignment and Transfer of Membership Interests

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

  • Assignment of Membership Interest Contributor shall have executed and delivered to Acquirer an Assignment and Assumption Agreement, in substantially the form of Exhibit A attached hereto (the "Assignment and Assumption Agreement");

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

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

  • Transfers of Membership Interests Except as set forth in this Article 9 or elsewhere in this Agreement, no Investor may Transfer all or any part of such Investor’s Shares; provided, however, that an Investor may, with the prior written consent of the Manager, which consent may be withheld or denied for any reason, and upon compliance with this Article 9, Transfer all or a portion of such Investor’s Shares. In the case of any attempted or purported Transfer of a Share not in compliance with this Agreement, the transferring Investor may be designated as a “Defaulting Member”. Notwithstanding the foregoing, unless agreed to by the Manager in writing, no Investor may enter into, create, sell or Transfer any financial instrument or contract the value of which is determined in whole or in part by reference to the Fund (including the amount of Fund distributions, the value of the Fund Assets, or the results of Fund operations), within the meaning of Section 1.7704-1(a)(2)(i)(B) of the Regulations.

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

  • Registration and Transfer of Limited Partner Interests (a) The General Partner shall keep or cause to be kept on behalf of the Partnership a register in which, subject to such reasonable regulations as it may prescribe and subject to the provisions of Section 4.5(b), the Partnership will provide for the registration and transfer of Limited Partner Interests.

  • Transfer of Optioned Interests For each exercise of the Equity Interest Purchase Option:

  • Assignment of Member’s Interest The Member may freely sell, assign, transfer, pledge, hypothecate, encumber or otherwise dispose of the Member’s Units. If the member transfers all of its Units, the transferee of such Units shall automatically become a substitute Member in the place of the Member. The Board shall amend Exhibit A from time to time to reflect transfers made in accordance with this Section 14.2.

  • Transfers of Limited Partnership Interests 9.1 Restrictions on Transfer of Limited Partnership Interests.

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