Assignments; Additional Members Sample Clauses
The "Assignments; Additional Members" clause governs the transfer of rights or obligations under an agreement and the process for adding new parties to the contract. Typically, it outlines whether a party can assign its interests to another entity, often requiring prior written consent from the other parties, and specifies the conditions under which new members may be admitted, such as approval by existing members or compliance with certain criteria. This clause ensures that all parties maintain control over who is involved in the agreement, thereby protecting the integrity of the contractual relationship and preventing unwanted or unapproved changes in membership or responsibility.
Assignments; Additional Members. (a) The Member may sell, assign or transfer in whole but not in part its Percentage Interest without the consent of the Board or any other Person. Upon the assignment by the Member of all of its limited liability company interest in the Company pursuant to this Section 7.3(a), the assignee will be admitted to the Company as a member of the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement, which instrument may be a counterpart signature page to this Agreement. Such admission will be deemed effective immediately prior to the assignment and, immediately following such admission, the assignor Member will cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to the Member by merger or consolidation in compliance with the Basic Documents and this Agreement will, without any further act, be the Member hereunder, and such merger or consolidation will not constitute an assignment for purposes of this Agreement and the Company will continue without dissolution.
(b) Until all obligations of the Company pursuant to the Basic Documents have been satisfied, the Member may not resign, except as permitted under the Basic Documents. If the Member is permitted to resign pursuant to this Section 7.3(b), a new member of the Company shall be admitted to the Company pursuant to Section 7.3(c), upon its execution of an instrument signifying its agreement to be bound by this Agreement, which instrument may be a counterpart signature page to this Agreement. Such admission will be deemed effective immediately prior to the resignation and, immediately following such admission, the resigning Member will cease to be a member of the Company.
(c) One or more additional Members of the Company may be admitted to the Company with the consent of the Member and subject to any restrictions in the Basic Documents.
Assignments; Additional Members. 19 Section 8.4 Severability......................................... 20 Section 8.5 Successors and Assigns............................... 20 Section 8.6
Assignments; Additional Members. (a) The Member may sell, assign or transfer in whole or in part its Percentage Interest without the consent of the Board of Managers. Upon the assignment by the Member of all of its limited liability company interest in the Company pursuant to this Section 9.6(a), the assignee will be admitted to the Company as a member of the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement, which instrument may be a counterpart signature page to this Agreement. Such admission will be deemed effective immediately prior to the assignment and, immediately following such admission, the assignor Member will cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to a Member by merger or consolidation in compliance with this Agreement will, without any further act, be the Member hereunder, and such merger or consolidation will not constitute an assignment for purposes of this Agreement and the Company will continue without dissolution.
(b) One or more additional members of the Company may be admitted to the Company with the written consent of the Member.
Assignments; Additional Members. The Member may assign all or any part of its Membership Interest at any time (an assignee of such Interest is hereinafter referred to as a “Permitted Transferee”). A Permitted Transferee shall become a substituted or additional Member automatically upon an assignment. One or more additional members of the Company may be admitted with the consent of the Member.
Assignments; Additional Members