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.
Assignment of Member’s Interest. Except as provided below, no Member may withdraw, sell, assign, transfer, pledge, grant a security interest in, encumber or otherwise dispose of, all or any part of its Membership Interest in the Company without the unanimous prior written consent of all of the Members. Any attempted withdrawal, sale, assignment, transfer, pledge, grant, encumbrance or disposition not permitted by prior written agreement of all Members shall be null and void ab initio and of no force and effect. Each Member may collaterally assign to a financial institution granting credit to the Company or its Affiliates, any or all rights of such Member under this Agreement.
Assignment of Member’s Interest. Subject to the provisions of this Article VII, a Member may assign or transfer that Member's interest in the Company at any time, either voluntarily by an instrument in writing or involuntarily by court order or by operation of law. Upon the assignment or transfer of a Member's interest in the Company, (i) the Company shall not be required to recognize any such assignment or transfer until the Company has received written notice of the same; (ii) no such assignment or transfer of an interest in the Company, whether voluntary or involuntary, shall of itself, dissolve the Company; (iii) the assignee or transferee of the Member's interest in the Company shall not thereby become entitled to vote or otherwise participate in the management of the Company's business and affairs, or to require any information or accounts of Company transactions, or to inspect the Company books and records, or to become a Member; (iv) the assignee or transferee shall only be entitled to receive, in accordance with the contract or order of assignment or transfer, the share of profits or other compensation by way of income and the return of contributions to which the assigning Member would otherwise be entitled under this Agreement and, in case of the winding-up of the Company, the assignee or transferee shall be entitled to receive such distributions as would otherwise be made to the assigning Member.
Assignment of Member’s Interest. The Member may freely sell, assign, transfer, pledge, hypothecate, encumber or otherwise dispose of the Member’s interest in the Company. The transferee shall automatically become a substitute Member.
Assignment of Member’s Interest. The Member may freely sell, assign, transfer, pledge, hypothecate, encumber or otherwise dispose of the Member’s interest in the Company.
Assignment of Member’s Interest. Except m respect of that certain option held by Peabody Holding Company, Inc. to acquire the Membership Interests of Xxxxxx in the Company, no Member may sell, assign, pledge, grant a security interest in, encumber or otherwise dispose of all or any part of its Membership Interest in the Company nor withdraw from the Company. Any purported withdrawal, sale, assignment, transfer, pledge, grant, encumbrance or disposition which is not in compliance with this Section 14 shall be null and void cab infiro and of no force and effect.
Assignment of Member’s Interest. (a) A Member may not assign all or any part of his interest in the Company, or resign or otherwise withdraw from the Company, without first obtaining the prior unanimous written consent of the other Members, which consent may be withheld in the sole and absolute discretion of the such other Members; provided, however, that Members may not withhold their consent to a transfer by a Member to another Member. A Member may, without the consent of the other Members, collaterally pledge or assign their right to receive distributions hereunder, as security for a loan or loans, whether or not such loans are related to the Company’s business, but no such assignee shall have the right, by virtue of such assignment, to become a new member hereunder. Subject to satisfaction of the conditions referred to herein, each other Member hereby consents to the substitution or admission of any assignee of a Member’s interest as a Member.
(b) No person shall be admitted as an additional or substituted Member under this Operating Agreement unless and until:
(1) an assignment contemplated by paragraph (a) of this Section 10 is made in writing, signed by the assigning Member, and accepted in writing by the assignee, and a duplicate original of such assignment is delivered to and approved by the other Members;
(2) the prospective admittee executes and delivers to the Company a written agreement, in form reasonably satisfactory to the Members, pursuant to which said person agrees to be bound by and confirms the agreements, representations, warranties, and power of attorney contained in this Operating Agreement; and
(3) an appropriate amendment to this Operating Agreement is executed and any documents required by law to be filed of record are so filed.
(c) In the event an assignment is made in accordance with the terms hereof, unless otherwise required by the Code:
(1) the effective date of such assignment shall be the date the written instrument of assignment is delivered to the Company and approved by the Members;
(2) the Company and the Members shall be entitled to treat the assignor of the assigned interest as the absolute owner thereof in all respects and shall incur no liability for allocations of profits and losses and distributions of Cash Receipts made in good faith to such assignor until such time as the written instrument of assignment actually has been received and approved by the Members and recorded in the books of the Company; and
(3) the division and allocation of profi...
Assignment of Member’s Interest. A Member may assign his Company interest, in whole or in part, only upon the unanimous approval of the Members. Such an assignment entitles the Assignee to share in the profits and losses and to receive distributions to which the assignor was entitled, to the extent of the interest assigned. Such an approved assignment does not dissolve the Company or entitle the Assignee to become a Member or to exercise rights of a Member in the Company until he may be admitted as a Member. A Member who assigns his entire interest ceases to be a Member or to have the power to exercise any rights of a Member once all the Assignees become Additional Members, subject to the other Member's right to remove the assignor Member earlier pursuant to this Agreement. A pledge of, grant of security interest in, lien against, or other encumbrance in or against any or all of a Member's Company interest is not an assignment of this interest and shall neither cause the Member to cease to be a Member nor to cease to have the power to exercise any rights or powers of a Member. A Member's Interest may be held by a trustee as set forth in law.
Assignment of Member’s Interest. The sole Member may assign all, but not part, of its interest to any of its affiliates.
Assignment of Member’s Interest. Except as provided below, no Member may withdraw, sell, assign, transfer, pledge, grant a security interest in encumber or otherwise dispose of, all or any part of its Membership Interest in the Company, except to an Affiliate of such Member, without the unanimous prior written consent of all of the Members. Any attempted withdrawal, sale, assignment, transfer, pledge, grant, encumbrance or disposition not permitted by prior written agreement of all Members shall be null and void ab initio and of no force and effect. Each Member may collaterally assign to a financial institution granting credit to the Company, .the right of such Member to receive cash distributions from the Company as set out in this Agreement, but no other right or privilege of a Member under this Agreement. Notwithstanding the foregoing, no Member may transfer, sell, assign, or otherwise dispose of its Membership Interest to an individual or entity if such transfer, sale, assignment or other disposition would cause, or would have the possibility of causing, the assets of the Company to become subject to any obligations under a collective bargaining agreement.
