Common use of Assignment of Membership Interest Clause in Contracts

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the sole member of the Company, immediately after the admission to the Company of the transferee, the Member shall be withdrawn from, and cease to be a member of, or have any interest in, the Company and the Member shall not be entitled to any distribution, payment or other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.

Appears in 4 contracts

Samples: Operating Agreement (PJC Manchester Realty LLC), Limited Liability Company Operating Agreement (PJC Manchester Realty LLC), Limited Liability (PJC Manchester Realty LLC)

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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 Section 1705.12 of the Act or otherwise, and the Company shall continue without dissolution, in each case, automatically and without the requirement of any further action.

Appears in 3 contracts

Samples: Limited Liability Company (PJC Manchester Realty LLC), Limited Liability Company (PJC Manchester Realty LLC), Limited Liability Company (PJC Manchester Realty LLC)

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 s. 608.427(2) of the Act or otherwise, and the Company shall continue without dissolution, in each case, automatically and without the requirement of any further action.

Appears in 3 contracts

Samples: Operating Agreement (PJC Manchester Realty LLC), Operating Agreement (PJC Manchester Realty LLC), Operating Agreement (PJC Manchester Realty LLC)

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 upon its execution of an instrument signifying its agreement to be bound by the requirement terms and conditions of any further actionthe Agreement, 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 Agreement or otherwise, and the Company shall continue without dissolution, in each case, automatically and without the requirement of any further action.

Appears in 2 contracts

Samples: Member Control Agreement (PJC Manchester Realty LLC), Operating Agreement (PJC Manchester Realty LLC)

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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 Section 86.331(2) of the Act or otherwise, and the Company shall continue without dissolution, in each case, automatically and without the requirement of any further action.

Appears in 1 contract

Samples: Limited Liability Company (PJC Manchester Realty LLC)

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