ASSIGNMENT OF INTERESTS IN THE LIMITED LIABILITY COMPANY Sample Clauses

ASSIGNMENT OF INTERESTS IN THE LIMITED LIABILITY COMPANY. 8.1 Restrictions On Transfers: No Member may transfer all, or any portion of, or any Interest or rights in, the Membership Interest owned by the Member. Each Member hereby acknowledges the reasonableness of this prohibition in view of the Business Purposes of the Company and the relationship of the Members. The voluntary transfer of any Membership Interests, including Economic Interests, in violation of the prohibition contained in this Article 8.1 shall be deemed invalid, null and void ab initio, and of no force or effect. Any Person to whom Membership Interests are attempted to be transferred in violation of this Article 8.1 shall not be entitled to Vote on matters coming before the Members, participate in the management of the Company, act as an agent of the Company, receive Distributions from the Company, or have any other rights in or with respect to the Membership Interests. Notwithstanding the foregoing, a Member may assign its Economic Interests (i.e., rights to receive monies from the Company) if the Assignor provided all Managers with advance Notice and all of the Managers have consented to the same in Writing. All assignments and/or transfers of Interests of any Member hereunder shall be subject not only to the provisions of this Article VIII, but also to all other restrictions which may be placed on such transfers as a result of any other provision contained in the accompanying Subscription Agreement(s) and in any Article or provision contained herein, including, but not by way of limitation, any restrictions on resale, transfer, or assignment which are imposed herein or in any of the other Offering Materials. All assignments or transfers hereunder shall also be subject to any restrictive measures imposed by the Regulation A Tier II, Regulation S, or other Securities Act exemptions, qualifications or filing requirements and all applicable federal, state, or foreign governmental securities regulatory restrictions. EXHIBIT 2 to Offering Circular/Opening Night Enterprises, LLC/Operating Agreement - 11/30/2017
Sample 1
AutoNDA by SimpleDocs
ASSIGNMENT OF INTERESTS IN THE LIMITED LIABILITY COMPANY 
Sample 1

Related to ASSIGNMENT OF INTERESTS IN THE LIMITED LIABILITY COMPANY

  • The Limited Liability Company 8 2.1 Formation; Effective Date of Agreement .................................... 8 2.2 Name ...................................................................... 8 2.3 Business Purpose .......................................................... 9 2.4 Powers .................................................................... 9 2.5 Duration .................................................................. 9 2.6 Registered Office and Registered Agent .................................... 9 2.7

  • Certificate of Limited Liability Company Interest A Member’s limited liability company interest may be evidenced by a certificate of limited liability company interest executed by the Manager or an officer in such form as the Manager may approve; provided that such certificate of limited liability company interest shall not bear a legend that causes such limited liability company interest to constitute a security under Article 8 (including Section 8-103) of the Uniform Commercial Code as enacted and in effect in the State of Delaware, or the corresponding statute of any other applicable jurisdiction.

  • Formation of Limited Liability Company The Company was formed on January 13, 2017, pursuant to the Delaware Limited Liability Company Act, 6 Del. C. § 18-101, et seq., as amended from time to time (the “Delaware Act”), by the filing of a Certificate of Formation of the Company with the office of the Secretary of the State of Delaware. The rights and obligations of the Member and the administration of the Company shall be governed by this Agreement and the Delaware Act. To the extent this Agreement is inconsistent in any respect with the Delaware Act, this Agreement shall control.

  • Certification of Limited Liability Company and Limited Partnership Interests Each interest in any limited liability company or limited partnership controlled by any Grantor and pledged hereunder shall be represented by a certificate, shall be a “security” within the meaning of Article 8 of the New York UCC and shall be governed by Article 8 of the New York UCC.

  • Limited Liability Company Interests Interests in the Company shall be represented by Units, or such other Equity Securities in the Company, or such other Company securities, in each case as the Managing Member may establish in its sole discretion in accordance with the terms hereof. As of the date hereof, the Units are comprised of one Class: “Class A Units”.

  • Partnership and Limited Liability Company Interests Except as previously disclosed to the Administrative Agent, none of the Collateral consisting of an interest in a partnership or a limited liability company (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a Security governed by Article 8 of the UCC, (iii) is an Investment Company Security, (iv) is held in a Securities Account or (v) constitutes a Security or a Financial Asset.

  • Limited Liability Company The Member intends to form a limited liability company and does not intend to form a partnership under the laws of the State of Delaware or any other laws.

  • Limited Liability Company Existence (a) During the term of this Agreement, the Depositor will keep in full force and effect its existence, rights and franchises as a limited liability company under the laws of the jurisdiction of its formation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Basic Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby. In addition, all transactions and dealings between the Depositor and its Affiliates will be conducted on an arm’s-length basis.

  • Fifth Amended and Restated Limited Liability Company Operating Agreement Dated as of November 30, 2012

  • Amendment of Limited Liability Company Agreement (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with: (i) the approval of the Board (including the vote of a majority of the Independent Directors, if required by the 0000 Xxx) without the Members approval; and (ii) if required by the 1940 Act, the approval of the Members by such vote as is required by the 0000 Xxx.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!