Assignment of Interests. Except as otherwise provided in this Agreement, no Member or other person holding any interest in the Company may assign, pledge, hypothecate, transfer or otherwise dispose of all or any part of their interest in the Company, including without limitation, the capital, profits or distributions of the Company without the prior written consent of the other Members in each instance. The Members agree that no Member may voluntarily withdraw from the Company without the unanimous vote or consent of the Members. A Member may assign all or any part of such Member’s interest in the allocations and distributions of the Company to any of the following (collectively the “permitted assignees”): any person, corporation, partnership or other entity as to which the Company has given consent to the assignment of such interest in the allocations and distributions of the Company by the affirmative vote or consent of Members holding a majority of the Members’ Percentage Interests. An assignment to a permitted assignee shall only entitle the permitted assignee to the allocations and distributions to which the assigned interest is entitled, unless such permitted assignee applies for admission to the Company and is admitted to the Company as a Member in accordance with this Agreement. An assignment, pledge, hypothecation, transfer or other disposition of all or any part of the interest of a Member in the Company or other person holding any interest in the Company in violation of the provisions hereof shall be null and void for all purposes. No assignment, transfer or other disposition of all or any part of the interest of any Member permitted under this Agreement shall be binding upon the Company unless and until a duly executed and acknowledged counterpart of such assignment or instrument of transfer, in form and substance satisfactory to the Company, has been delivered to the Company. No assignment or other disposition of any interest of any Member may be made if such assignment or disposition, alone or when combine with other transactions, would result in the termination of the Company within the meaning of Section 708 of the Internal Revenue Code or under any other relevant section of the Code or any successor statute. No assignment or other disposition of any interest of any Member may be made without an opinion of counsel satisfactory to the Company that such assignment or disposition is subject to an effective registration under, or exempt from the registration requiremen...
Assignment of Interests. The Limited Partner and the Special Limited Partner shall have the right to assign all or any part of their respective Interests to any other Person, whether or not a Partner, upon satisfaction of the following:
(a) a written instrument setting forth the name and address of the proposed transferee, the nature and extent of the Interest which is proposed to be transferred and the terms and conditions upon which the transfer is proposed to be made, stating that the Assignee accepts and agrees to be bound by all of the terms and provisions of this Agreement, and providing for the payment of all reasonable expenses incurred by the Partnership in connection with such assignment, including but not limited to the cost of preparing any necessary amendment to this Agreement; and
(b) upon receipt by the General Partner of the Assignee's written representation that the Partnership Interest is to be acquired by the Assignee for the Assignee's own account for long-term investment and not with a view toward resale, fractionalization, division or distribution thereof.
(c) Notwithstanding any provision to the contrary, the Limited Partner may assign its Interest to an Affiliate or assign its Interest to USbank or its successors as collateral to secure a capital contribution loan without satisfying the conditions of Sections 12.1(a) and (b) above. THE LIMITED PARTNER INTEREST AND THE SPECIAL LIMITED PARTNER INTEREST DESCRIBED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED OR UNDER ANY STATE SECURITIES LAW. THESE INTERESTS MAY NOT BE SOLD OR OTHERWISE TRANSFERRED UNLESS REGISTERED UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE.
Assignment of Interests. (Applies ONLY if Multi-Member): Except as otherwise provided in this Agreement, no Member or other person holding any interest in the Company may assign, pledge, hypothecate, transfer, or otherwise dispose of all or any part of their interest in the Company including, without limitation, the capital, profits, or distributions of the Company, without the prior written consent of the other Members in each instance.
Assignment of Interests. Except as expressly permitted under this Article 20 and subject to Article 17, this Agreement and the rights and obligations hereunder will not be assignable, in whole or in part, by the Borrower without the prior consent of all of the Lenders.
Assignment of Interests. 51 Section 12.2 Effective Date of Transfer.........................52 Section 12.3
Assignment of Interests. Employee warrants that he has not assigned, or transferred or purported to assign or transfer any claim against Releasees.
Assignment of Interests. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns. No Party shall be entitled to assign or otherwise transfer its rights, obligations, or interests hereunder (whether by security or otherwise) without the prior written consent of the other Party, which consent shall not be unreasonably withheld, except that a Party may assign or otherwise transfer such rights, obligations, or interests to an Affiliate of the Party on two (2) business days' prior written notice. Any assignment or transfer in violation of this Paragraph shall be voidable at the discretion of the non-assigning Party.
Assignment of Interests. A member may assign and transfer all or any part of its Interest upon the written consent of all other members, if any. Provided that a transfer is permitted in accordance with the preceding sentence and the transferee agrees to be bound by the terms of this Agreement by executing a counterpart hereto or the transferee and members execute an Amended and Restated LLC Agreement of the Company, such transferee shall be deemed admitted as a member of the Company to the extent of such transferred Interest, and immediately thereafter the transferor shall be deemed withdrawn as a member of the Company to the extent of such transferred Interest.
Assignment of Interests. An assignment (the “Assignment of Interests”) of the Interests, in substantially the form attached as Exhibit B hereto, executed and acknowledged by Seller, assigning the Interests to the Purchaser, together with any filings required in the jurisdiction in which the entity to which such Interest relates is organized.
Assignment of Interests. Collectively, each of the Assignments of Interests executed by the Borrower or a Subsidiary Guarantor in favor of the Agent, each such agreement to be substantially in the form of the Assignment of Interests delivered by Borrower to the Agent on the Closing Date.
