Assignment Binding on Company. No Transfer of all or any part of the Interest of a Member otherwise permitted to be made under this Agreement shall be binding upon the Company unless and until a duplicate original of the assignment agreement or other instrument of transfer, duly executed and acknowledged by the assignor or transferor, has been delivered to the Company, and such instrument evidences (i) the written acceptance by the assignee of all of the terms and provisions of this Agreement, (ii) the assignee’s confirmation of the accuracy of each of the representations and warranties set forth in Section 2.10 (in the case of an assignment by the Class B Member) and the assignee’s representation that such assignment was made in accordance with all applicable laws and regulations and (iii) the consent to the Transfer of the Interest required pursuant to Section 9.1, if any. In addition, the Class A Member, in its discretion and as a condition precedent to such Person becoming a transferee, also may require any Person to whom a Transfer may be made pursuant to this Article 9 to make certain reasonable and customary representations, warranties and covenants solely to evidence compliance with U.S. federal and state securities laws including, but not limited to, representations as to its net worth, sophistication and investment intent.
Assignment Binding on Company. No Transfer of all or any part of the Interest of a Member permitted to be made under this Agreement shall be binding upon the Company unless and until a duplicate original of such assignment or instrument of transfer, duly executed and acknowledged by the assignor or transferor, has been delivered to the Company, and such instrument evidences (i) the written acceptance by the assignee of all of the terms and provisions of this Agreement and (ii) the assignee’s representation that such assignment was made in accordance with all applicable laws and regulations. In addition, a Person to whom a Transfer may be made pursuant to this Article 9, may also be required, in the discretion of the Members, and as a condition precedent to its becoming a transferee, to make certain representations, warranties and covenants including, without limitation, representations as to its net worth, sophistication and investment intent.
Assignment Binding on Company. No assignment or transfer of all or any part of the Interest of a Member permitted to be made under this Agreement shall be binding upon the Company unless and until a duplicate original of such assignment or instrument of transfer, duly executed and acknowledged by the assignor or transferor, has been delivered to the Company, and such instrument evidences (i) the written acceptance by the assignee of all of the terms and provisions of this Agreement, (ii) the assignee's representation that such assignment was made in accordance with all applicable laws and regulations and (iii) the unanimous consent of all of the Members to the transfer of the Interest unless such Transfer is pursuant to the last sentence of Section 8.1(b).
Assignment Binding on Company. No Transfer of all or any part of the Membership Interest of a Participating Member otherwise permitted to be made under this Agreement shall be binding upon the Company unless and until a duplicate original of the Joinder Agreement or other instrument of transfer, duly executed and acknowledged by the assignor or transferor, has been delivered to the Company and such instrument evidences the written acceptance by the assignee of all of the terms and provisions of this Agreement.
Assignment Binding on Company. No Transfer of the Membership Interest of a Member permitted to be made under this Agreement shall be binding upon the Company unless and until a duplicate original of such assignment or instrument of Transfer, duly executed and acknowledged by the Transferor, has been delivered to the Company, and such instrument evidences (a) the written acceptance by the Transferee of all of the terms and provisions of this Agreement and (b) the Transferee’s representation that such assignment was made in accordance with all applicable laws and regulations. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.
Assignment Binding on Company. No Transfer of all or any part of the Interest of a Member permitted to be made under this Agreement shall be binding upon the Company unless and until a duplicate original of such instrument of Transfer, duly executed and acknowledged by the assignor or transferor, has been delivered to the Company, and such instrument evidences (i) the written acceptance by the Transferee of all of the terms and provisions of this Agreement, (ii) the Transferee’s representation that such Transfer was made in accordance with all applicable laws and regulations and (iii) the consent to the Transfer of the Interest required pursuant to Section 9.1(c), if any. In addition, a Person to whom a Transfer may be made pursuant to this Article 9, other than pursuant to Section 9.1(a), may also be required, in the reasonable discretion of a Managing Member, and as a condition precedent to its becoming a Transferee to make certain representations, warranties and covenants to evidence compliance with U.S. federal and state securities laws including, but not limited to, representations as to its net worth, sophistication and investment intent.
Assignment Binding on Company. No Transfer of all or any part of the Interest of a Member otherwise permitted to be made under this Agreement shall be binding upon the Company unless and until a duplicate original of the assignment agreement or other instrument of transfer, duly executed and acknowledged by the assignor or transferor, has been delivered to the Company, and such instrument evidences (i) the written acceptance by the assignee of all of the terms and provisions of this Agreement and agreement to be bound as a Member hereunder, subject to compliance with this Article 9, (ii) the assignee’s confirmation of the accuracy of each of the representations and warranties set forth in Sections 2.8, 2.9 and 2.10, as applicable, and the assignee’s representation that such Transfer was made in accordance with all applicable laws and regulations and (iii) the consent to the Transfer of the Interest required pursuant to Section 9.1, if any.
Assignment Binding on Company. No Transfer of all or any part of the Interest of a Member permitted to be made under this Agreement will be binding upon the Company unless and until a duplicate original of such assignment or instrument of transfer, duly executed and acknowledged by the assignor or transferor, has been delivered to the Company, and such instrument evidences (i) the written acceptance by the assignee of all of the terms and provisions of this Agreement and (ii) the assignee’s representation that such assignment was made in accordance with all applicable laws and regulations. In addition, a Person to whom a Transfer may be made pursuant to this Article IX, may also be required, in the discretion of the Manager, and as a condition precedent to its becoming a transferee, to make certain representations, warranties and covenants including, without limitation, representations as to its net worth, sophistication and investment intent.
Assignment Binding on Company. No Transfer of the Interest of a Member permitted to be made under this Agreement shall be binding upon the Company unless and until a duplicate original of such assignment or instrument of transfer, duly executed and acknowledged by the assignor or transferor, has been delivered to the Company, and such instrument evidences (i) the written agreement by the assignee to be bound as a Member by all of the terms and provisions of this Agreement and assumes the rights and obligations of the transferring Member, (ii) the assignee’s representation that such assignment was made in accordance with all applicable laws and regulations, and (iii) the consent to the Transfer of the Interest required pursuant to Section 9.1, if any, was obtained. In addition, a Person to whom a Transfer may be made pursuant to this Article 9 shall, as a condition precedent to its becoming a transferee, make the representations, warranties and covenants set forth in Section 3.2 and any other representations, warranties or covenants as may be reasonably required by the Managing Member to evidence compliance with U.S. federal and state securities laws.
