Assignment by Members Sample Clauses

Assignment by Members. No Member shall sell, assign or transfer, or offer to sell, assign or transfer or otherwise Dispose of all or any part of such Member’s Units or other interests in the Company (whether voluntarily or involuntarily) without the prior written consent of the Majority Members.

Assignment by Members. Each Member may sell, assign, transfer, exchange, mortgage, pledge, grant a security interest in, or otherwise dispose of or encumber (including by operation of law) all or any part of such Member's Membership Interest (including any Units or other Economic Interest) (each such event, a "Transfer"), provided that no such Transfer will be effective unless and until the transferee shall have executed and delivered to the Company an agreement in form and substance satisfactory to the Managing Member to be bound by the provisions of this Agreement applicable to the Membership Interest Transferred, and no such assignment shall relieve the assignor of its obligations hereunder unless such assignee is admitted as a substitute Member pursuant to Section 10.3.

Assignment by Members. No holder of Units shall Transfer any Units or --------------------- other interests in the Company on or prior to the first anniversary of the date on which the LaSalle Note is paid in full. No Management Holder shall transfer any Management Units of the Company, or offer to Transfer all or any part of such Management Holder's Management Units in the Company (whether voluntarily or involuntarily) without the consent of the Managing Member, which consent may be withheld in the Managing Member's sole discretion. Each transferee of Units or other interest in the Company shall as a condition prior to such Transfer execute a joinder agreement in a form satisfactory to the Managing Member pursuant to which such transferee shall agree to be bound by the provisions of this Agreement (it being understood that any such Transfer shall have the effect of Transferring an economic interest in such Units and shall not have the effect of Transferring any other rights of a Member unless such Transferee is admitted as a substitute Member pursuant to section 11.3). Any Transfer by a Member of ------------ any part of Units to a Person who is not a Member shall not relieve such Member of any of its obligations with respect to such Units.

Assignment by Members. (a) A Holder may not sell, assign, transfer, pledge, mortgage or otherwise dispose of all or any part of such Person’s Units or other interest in the Company unless the Managing Member shall have consented at its sole discretion to such transfer or assignment in writing, except for a transfer of all or any part of such interest (i) to such Person’s estate, heirs or beneficiaries upon such Person’s death, (ii) to any trust, partnership or other entity established for the sole benefit of such Person’s heirs or beneficiaries, or (iii) to any guardian or conservator appointed for such Person’s estate upon such Person’s disability. (b) Notwithstanding the foregoing, a Member may not Transfer its Units to an Affiliate of such Member without the consent of the Managing Member which consent shall not be unreasonably withheld in the case of a Transfer by a Member of all of its Units to an Affiliate of such Member; provided it shall be reasonable for the Managing Member to withhold its consent to a transfer to a direct or indirect competitor of the Company or its Affiliates. (c) As a condition to any transfer or assignment of a Holder’s Units (including a transfer not requiring the consent of the Managing Member), the transferor and the transferee shall provide such legal opinions and documentation as the Managing Member may request in its sole discretion. (d) Any substitute Member admitted to the Company with the consent of the Managing Member shall succeed to all rights and be subject to all the obligations of the transferring or assigning Member with respect to the Units to which such Member was substituted. The Managing Member or an authorized Officer may modify Schedule A attached hereto to reflect such admittance of any substitute Members. (e) The transferor and transferee of any Holder’s Units shall be jointly and severally obligated to reimburse the Managing Member and the Company for all reasonable expenses (including attorneys’ fees and expenses) of any transfer or proposed transfer of a Holder’s Units, whether or not consummated. (f) The transferee of any Holder’s Units shall be treated as having made all of the Capital Contributions made by, and received all of the distributions received by, the transferor of such Units. (g) Notwithstanding any other provision of this Agreement, no transfer of any Units in the Company shall be permitted if such transfer would (i) unless the Managing Member otherwise consents in its sole discretion, cause the Company to h...

Assignment by Members. Except as otherwise expressly provided in this Section 8.2, a Member shall not sell, assign, transfer or encumber all or any part of his Interest to any other Person, whether or not a Member, unless the assignment is effected by substitution of the assignee as a Member in compliance with the following conditions: (a) the assignment shall be set forth in a written instrument in the form and substance acceptable to legal counsel to the Company which (i) states that the assignee desires to be substituted as a Member and accepts and adopts all of the terms and provisions of this Agreement, and (ii) provides for the payment by the parties to the assignment of all reasonable expenses incurred by the Company in connection with the substitution, including, but not limited to, the cost of obtaining opinions of legal counsel, preparing the necessary amendment to this Agreement, the filing of an amendment to the Certificate of Formation, if required, and all legal fees in connection with any of the foregoing; (b) a majority of the Managers that are also Members shall consent to the assignment, which any Manager/Member may refuse to do with or without cause; and (c) if requested by the Managers, the Company shall obtain an opinion of legal counsel acceptable to the Managers, or shall require the parties to the assignment to provide to the Company an opinion of legal counsel acceptable to the Managers, to the effect that (i) the assignment is exempt from registration and qualification under the Securities Act of 1933, as amended, and all applicable state securities laws and (ii) the assignment will not cause a termination of the Company for Federal income tax purposes.

Assignment by Members. 18 8.3 Void Transfers; Effective Date.................................................................19 ARTICLE IX

Assignment by Members. 11.1.1 Except in connection with (i) an Approved Sale, (ii) a Public Sale, (iii) a sale to HIG or the Company pursuant to an Executive Securities Agreement, (iv) a Transfer by HIG to a Key Person of the Company or its Subsidiaries, (v) a Transfer contemplated by Section 11.4 below or (vi) a sale pursuant to Section 11.5 below (collectively, “Exempt Transfers”), no Member shall sell, pledge, assign or transfer, or offer to sell, pledge, assign or transfer or otherwise Dispose of (a “Transfer”) all or any part of such Member’s Units or other interests in the Company (whether voluntarily or involuntarily) without the prior consent of the Board, which consent may be withheld in the sole discretion of the Board. 11.1.2 The restrictions set forth in Section 11.1.1 shall not apply with respect to any Transfer of Units by any Member among its Affiliates or Family Group (collectively, the “Permitted Transferees”); provided that the restrictions contained in Section 11.1.1 shall continue to apply to such Units after any such Transfer; and provided further that the transferees of such Units have agreed in writing to be bound by the provisions of this Agreement affecting the Units so transferred and a copy of such writing is delivered to the Company; and provided further that a Member who is an individual may transfer no more than 50% in the aggregate of each class of Units originally acquired by such individual to his Affiliates or Family Group. 11.1.3 In connection with the Transfer of any Units (other than an Exempt Transfer and Transfers described in Section 11.1.2, the Member holding such Units shall deliver written notice to the Company describing in reasonable detail the Transfer or proposed Transfer, together with an opinion of counsel, which (to the Board’s reasonable satisfaction) is knowledgeable in securities law matters, to the effect that such Transfer of Units may be effected without registration of such Units under the Securities Act. A Member shall not Transfer any Units until the proposed transferee has agreed in writing to be bound by the conditions set forth in this Section 11.1.

Assignment by Members. No Member shall be permitted to Transfer all or a portion of such Member’s Units except subject to, and in compliance with, this Article X; provided, however, that in no event may an Incentive Unit be transferred except in connection with a Company repurchase. Each Member hereby acknowledges the reasonableness of this prohibition in view of the purposes of the Company and the relationship of the Members. In connection with the Transfer of any Units, the Member holding such Units shall deliver written notice to the Company describing in reasonable detail the Transfer or proposed Transfer and the Board may, but is not obligated to, require prior to approving any Transfer, an opinion of counsel, which (to the Board’s reasonable satisfaction) is knowledgeable in securities law matters, to the effect that such Transfer of Units may be effected without registration of such Units under the Securities Act. A Member shall not Transfer any Units until the proposed transferee has agreed in writing to be bound by the conditions set forth in this Section 10.1, and a transferee shall be admitted to the Company as a Member only following the approval of the Board and upon execution of a counterpart signature page to this Agreement. Any Transfer by any Member of any Units or other interests in the Company in contravention of this Agreement shall be invalid, null, void and ineffectual and shall not bind or be recognized by the Company or any other party.

Assignment by Members. Notwithstanding the foregoing, any Member may assign, pledge, or otherwise Transfer (as defined below) all or any part of such Member’s Membership Interest to Fleet Capital Corporation, as Agent, pursuant to that certain Consent and Amendment No. 1 to Second Amended and Restated Loan and Security Agreement dated November 30,1998, by and between Pretium Packaging, L.L.C., Xxxx Container Corporation (“Borrowers”) and Fleet Capital Corporation (“Fleet”), individually and as Agent for itself and the lenders (“Lenders”), as the same may, from time to time, be amended. No Member may directly or indirectly (including by means of a change of ownership or change of control of such Member or any Person directly or indirectly controlling such Member) sell, assign, transfer, exchange, mortgage, pledge, grant a security interest in, or otherwise dispose of or encumber (including by operation of law) all or any part of such Member’s Membership Interest (including any Unit, Unit Equivalents or other Economic Interest) (each such event, a “Transfer”), with the prior written approval of all other Members, and no such assignment shall relieve the assignor of its obligations hereunder unless such assignee is admitted as a substitute Member pursuant to Section 10.3.

Assignment by Members. No Member shall be permitted to Transfer all or a portion of such Member’s Units except subject to, and in compliance with, this Article X. Each Member hereby acknowledges the reasonableness of this prohibition in view of the purposes of the Company and the relationship of the Members. In connection with the Transfer of any Units, the Member holding such Units shall deliver written notice to the Company describing in reasonable detail the Transfer or proposed Transfer and the Board may, but is not obligated to, require prior to approving any Transfer, an opinion of counsel, which (to the Board’s reasonable satisfaction) is knowledgeable in securities law matters, to the effect that such Transfer of Units may be effected without registration of such Units under the Securities Act. A Member shall not Transfer any Units until the proposed transferee has agreed in writing to be bound by the conditions set forth in this Section 10.1, and a transferee shall be admitted to the Company as a Member only following the approval of the Board and upon execution of a counterpart signature page to this Agreement. Any Transfer by any Member of any Units or other interests in the Company in contravention of this Agreement shall be invalid, null, void and ineffectual and shall not bind or be recognized by the Company or any other party.