Common use of Assignments; Additional Members Clause in Contracts

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.

Appears in 11 contracts

Samples: Limited Liability Company Agreement (GM Financial Automobile Leasing Trust 2023-2), Limited Liability Company Agreement (GM Financial Automobile Leasing Trust 2022-1), Limited Liability Company Agreement (GM Financial Automobile Leasing Trust 2022-2)

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Assignments; Additional Members. (a) The No Member may sell, assign or transfer in whole but not or in part its Percentage Interest without the consent of the Board or any other PersonMember. Upon If the other Member so consents, then upon the assignment by the Member of all of its limited liability company interest in the Company pursuant to this Section 7.3(a)10.2, 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 a 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.

Appears in 5 contracts

Samples: Operating Agreement (Claymore MACROshares Oil Up Holding Trust), Operating Agreement (Macro Inflation Depositor, LLC), Operating Agreement (MACRO Securities Depositor, LLC)

Assignments; Additional Members. (a) The Subject to Section 7.08, 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)subsection, 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.

Appears in 4 contracts

Samples: Limited Liability Company Agreement (Mercedes-Benz Auto Receivables Trust 2022-1), Limited Liability Company Agreement (Daimler Trucks Retail Receivables LLC), Limited Liability Company Agreement (Daimler Trust)

Assignments; Additional Members. (a) The No Member may sell, assign or transfer in whole but not or in part its Percentage Interest without the consent of the Board or any other PersonMember. Upon If the other Member so consents, then upon the assignment by the Member of all of its limited liability company interest in the Company pursuant to this Section 7.3(a)10.2, 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 a 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 Agree­ment and the Company will continue without dissolution.

Appears in 3 contracts

Samples: Operating Agreement (MacroShares Housing Depositor, LLC), Operating Agreement (MacroShares $100 Oil Down Trust), Operating Agreement (MacroShares $100 Oil Up Trust)

Assignments; Additional Members. (a) The No Member may sell, assign or transfer in whole but not or in part its Percentage Interest without the consent of the Board or any other PersonMember. Upon If the other Member so consents, then upon the assignment by the Member of all of its limited liability company interest in the Company pursuant to this Section 7.3(a)10.2, 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 a 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 Agree-ment and the Company will continue without dissolution.

Appears in 2 contracts

Samples: Operating Agreement (Claymore MACROshares Oil Down Holding Trust), Operating Agreement (Claymore MACROshares Oil Up Holding Trust)

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Assignments; Additional Members. (a) The Member may sell, assign or transfer in whole whole, but not in part part, its Percentage Interest without the consent of the Board of Managers 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(a8.3(a), the assignee will shall 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 shall be deemed effective immediately prior to the assignment and, immediately following such admission, the assignor Member will shall 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 willshall, without any further act, be the Member hereunder, and such merger or consolidation will shall not constitute an assignment for purposes of this Agreement and the Company will shall continue without dissolution.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Efcar, LLC)

Assignments; Additional Members. (a) The Member may sell, assign or transfer in whole but not or in part its Percentage Interest without the consent of the Board or any other Personof Managers. Upon the assignment by the Member of all of its limited liability company interest in the Company pursuant to this Section 7.3(a9.6(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 the a 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.

Appears in 1 contract

Samples: Operating Agreement (MACRO Securities Depositor, LLC)

Assignments; Additional Members. (a) Subject to Section 8.8, The Member may sell, assign or transfer in whole but not in part its Percentage Interest with respect to any Series 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(a8.3(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.

Appears in 1 contract

Samples: Limited Liability Company Agreement (CAB West LLC)

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