Assignment of Membership Interest. A Member may not assign the Member’s interest in the Company except with the written consent of all the other Members of record. Any such consent to assignment automatically entitles the assignee to become a Member. A Member’s membership interest may be evidenced by a certificate of membership interest issued by the Company.
Assignment of Membership Interest. Contributor shall have executed and delivered to Acquirer an Assignment and Assumption Agreement, in substantially the form of Exhibit A attached hereto (the "Assignment and Assumption Agreement");
Assignment of Membership Interest. An Assignment and Assumption Agreement, in substantially the form of Exhibit A attached hereto (the "Assignment and Assumption Agreement"), executed by Contributor;
Assignment of Membership Interest. The Member may sell, assign, pledge or otherwise transfer or encumber (collectively “Transfer”) all or any part of its Membership Interest in the Company to any person or entity and upon such Transfer (other than a pledge, encumbrance or other collateral assignment of its Membership Interest), the transferee shall be, without the requirement of any further action, admitted as a member with respect to the Membership Interest so Transferred and shall be deemed bound by all of the terms and provisions of this Agreement. In the event a Transfer (other than a pledge, encumbrance or other collateral assignment of its Membership Interest) is of all of the Member’s Membership Interest in the Company and the Member is, at the time of such Transfer (other than a pledge, encumbrance or other collateral assignment of its Membership Interest), the sole member of the Company, immediately after the admission to the Company of the transferee, the Member shall be withdrawn from, and cease to be a member of, or have any interest in, the Company and the Member shall not be entitled to any distribution, payment or other consideration from the Company, whether under this Agreement, Sections 18-601 or 18-604 of the Act or otherwise, and the Company shall continue without dissolution, in each case, automatically and without the requirement of any further action.
Assignment of Membership Interest. The Member may assign in whole or in part its membership interest in the LLC. If the Member assigns all of its membership interest in the LLC, the transferee shall be automatically be admitted as a member of the LLC and immediately following such admission the transferor member shall cease to be a member of the LLC.
Assignment of Membership Interest. Seller shall have executed and delivered to Purchaser an Assignment and Assumption Agreement, in substantially the form of Exhibit A attached hereto (the "Assignment and Assumption Agreement").
Assignment of Membership Interest. Subject to the requirements of Article 8, a membership interest in the Company may be wholly or partly assigned. An assignment of a membership interest in the Company is not an event requiring the winding up of the Company and does not entitle an assignee who is not already a Member of the Company to participate in the management and affairs of the Company, become a Member of the Company or exercise any rights of a Member of the Company.
Assignment of Membership Interest a. A Member may assign his or her Membership Interest in the Company in whole or in part. The assignment of a Membership Interest does not in and of itself entitle the assignee to participate in management, or otherwise become a Member. The assignee is only entitled to receive to the extent assigned, the distributions the assigning Member would otherwise be entitled to, and the assignee will only become an assignee of a Membership Interest and not a substitute Member.
b. An assignee of a Membership Interest will be admitted as a substitute Member and will be entitled to all the rights and powers of the assignee only if the other Members unanimously consent. If admitted, the substitute Member has, to the extent assigned, all of the rights and powers, and is subject to all of the restrictions and liabilities of a Member.
Assignment of Membership Interest. (a) A membership interest in a limited liability company may be wholly or partly assigned.
Assignment of Membership Interest. FOR VALUE RECEIVED, the receipt of which is hereby acknowledged, Liberty Property Limited Partnership, a limited partnership organized under the laws of the Commonwealth of Pennsylvania, does hereby absolutely, unconditionally and irrevocably sell, assign, transfer and deliver unto Liberty Washington, LP, a limited partnership organized under the laws of the State of Delaware, all of its right, title and interest in and to one hundred percent (100%) of the issued and outstanding membership interests in RPB WillowWood I LLC, a Delaware limited liability company, held by it, free and clear of all liens or encumbrances of any kind, none of which are represented by certificates. Dated: October 4, 2007 Liberty Property Limited Partnership By: Liberty Property Trust Its: General Partner By: Name: Title: Liberty Washington, LP hereby agrees to be bound by the terms and conditions of the Limited Liability Company Agreement of RPB WillowWood I LLC. Liberty Washington, LP By: Liberty Washington Venture, LLC Its: General Partner By: Liberty Property Limited Partnership Its: Sole Member By: Liberty Property Trust Its: General Partner By: Name: Title: The foregoing transfer is acknowledged and agreed and has been recorded on the books and records of RPB WillowWood I LLC. RPB WillowWood I LLC By: Name: Title: FOR VALUE RECEIVED, the receipt of which is hereby acknowledged, Liberty Property Limited Partnership, a limited partnership organized under the laws of the Commonwealth of Pennsylvania, does hereby absolutely, unconditionally and irrevocably sell, assign, transfer and deliver unto Liberty Washington, LP, a limited partnership organized under the laws of the State of Delaware, all of its right, title and interest in and to one hundred percent (100%) of the issued and outstanding membership interests in RPB WillowWood II LLC, a Delaware limited liability company, held by it, free and clear of all liens or encumbrances of any kind, none of which are represented by certificates. Dated: October 4, 2007 Liberty Property Limited Partnership By: Liberty Property Trust Its: General Partner By: Name: Title: Liberty Washington, LP hereby agrees to be bound by the terms and conditions of the Limited Liability Company Agreement of RPB WillowWood II LLC. Liberty Washington, LP By: Liberty Washington Venture, LLC Its: General Partner By: Liberty Property Limited Partnership Its: Sole Member By: Liberty Property Trust Its: General Partner By: Name: Title: The foregoing transfer i...
