Assignments of Member Interest Sample Clauses

Assignments of Member Interest. A Member may not sell, assign, pledge or otherwise transfer or encumber (collectively, a “Transfer”) any of its Limited Liability Company Interest in the Company to any Person without the written consent of the other Members, which consent may be granted or withheld in each of their sole and absolute discretion.
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Assignments of Member Interest. An Additional Member, if any, will not sell, assign, pledge or otherwise transfer or encumber any of its interest in the Company without the prior written consent of the Member, which consent may be granted or withheld in the Member’s sole and absolute discretion. The restrictions contained in this Section shall not apply to the Member.
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Assignments of Member Interest. The Sole Member may sell, assign, pledge or otherwise transfer or encumber any of its Interest. If the Sole Member transfers all of its Interest pursuant to this Section 10, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective simultaneously with the transfer, and, simultaneously with such admission, the transferor Sole Member shall cease to be a member of the Company.
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Assignments of Member Interest. A Member may not sell, assign, pledge or otherwise transfer or encumber any of its interest or interests in the Company to any person without the written consent of the Managing Members, which consent may be granted or withheld in their sole and absolute discretion, and subject to the satisfaction of certain conditions as the Managing Members may require, such as the execution and delivery of a subscription agreement or transfer agreement or the making of certain representations.
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Assignments of Member Interest. Except as otherwise provided herein, no member shall sell, assign, pledge or otherwise transfer or encumber (collectively, a “Transfer”) any of its interest in the Company without the written consent of the other members, which consent may be granted or withheld in each of their sole and absolute discretion.
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Assignments of Member Interest a. The Members may not sell, assign, pledge, or otherwise transfer or encumber (collectively "transfer") less than all of their Interest in the Company under any circumstances. Members may not transfer all of their Interest in the Company without the Board of Directors consenting to the proposed transfer by the Member of all of its Interest in the Company which consent may be given or withheld at the sole discretion of the Board of Directors. The transferee of all of the Interest of a Member shall be admitted as the successor Member as provided in Section 9(b) hereof
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Related to Assignments of Member Interest

  • 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 Interests The Assignment of Membership Interests shall have been fully executed and delivered to Purchaser.

  • Transfer of Membership Interest The Sole Member may Transfer any part or all of its rights and interest (including, but not limited to, its Capital Account) in the Company (each a “Membership Interest”) now owned or hereafter acquired to any Person, and the transferee of such Membership Interest shall become a Member of the Company.

  • Transfers of Membership Interests Except as set forth in this Article 9 or elsewhere in this Agreement, no Investor may Transfer all or any part of such Investor’s Shares; provided, however, that an Investor may, with the prior written consent of the Manager, which consent may be withheld or denied for any reason, and upon compliance with this Article 9, Transfer all or a portion of such Investor’s Shares. In the case of any attempted or purported Transfer of a Share not in compliance with this Agreement, the transferring Investor may be designated as a “Defaulting Member”. Notwithstanding the foregoing, unless agreed to by the Manager in writing, no Investor may enter into, create, sell or Transfer any financial instrument or contract the value of which is determined in whole or in part by reference to the Fund (including the amount of Fund distributions, the value of the Fund Assets, or the results of Fund operations), within the meaning of Section 1.7704-1(a)(2)(i)(B) of the Regulations.

  • Transfer of Membership Interests (a) The Member may transfer its Membership Interest, in whole but not in part, but the transferee shall not be admitted as a Member except in accordance with Section 6.07. Until the transferee is admitted as a Member, the Member shall continue to be the sole member of the Company (subject to Section 1.02) and to be entitled to exercise any rights or powers of a Member of the Company with respect to the Membership Interest transferred.

  • 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.

  • Membership Interest The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

  • Membership Interests; Additional Members Holdings is the sole initial Member of the Company as reflected in Exhibit A attached hereto. Additional Persons may be admitted to the Company as Members, and Membership Interests may be issued, on such terms and conditions as the existing Members, voting as a single class, may determine at the time of admission. The terms of admission or issuance must specify the Sharing Ratios applicable thereto and may provide for the creation of different classes or groups of Members or Membership Interests having different (including senior) rights, powers and duties. The Members may reflect the creation of any new class or group in an amendment to this Agreement, indicating the different rights, powers and duties, and such an amendment shall be approved and executed by the Members in accordance with the terms of this Agreement. Any such admission shall be effective only after such new Member has executed and delivered to the Members and the Company an instrument containing the notice address of the new Member, the new Member’s ratification of this Agreement and agreement to be bound by it.

  • Residual Interest and Transfer of Interests 6 Section 3.1. The Residual Interest. 6

  • Partnership Interest Except as provided in this Agreement and the Transferor Partnership Agreement, no right (contingent or otherwise) to purchase or acquire the Transferor Partnership Interests held by such Transferor Partner is authorized or outstanding. Except as disclosed on Schedule 5.34, such Transferor Partner owns and holds the Transferor Partnership Interests set forth opposite its name on Schedule I beneficially and of record free and clear of any liens, pledges and encumbrances of any kind whatsoever and free of any rights of assignment of any third party. Prior to the Closing, all liens disclosed on Schedule 5.34 will be paid in full. Upon the Closing, good, valid, marketable, and indefeasible title to such Transferor Partnership Interests shall be vested in the BRI Partnership free and clear of any lien, claim, charge, pledge, encumbrance, limitation, agreement or instrument whatsoever. The provisions of this Section 5.34 shall survive the Closing indefinitely.

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