Class A Member Transfers Sample Clauses

Class A Member Transfers. (a) Subject to Section 1]1.2(d) of the LLC Agreement, in the event that one or more Class A Members either individually or collectively (each, a "Transferring Class A Member") intends to Transfer any Class A Common Interests (other than by a Public Offering or a Transfer to a Permitted Transferee), the Transferring Class A Member(s) shall deliver a written notice (a "NYSE Notice") to the Founding Firms. The NYSE-- Notice shall disclose in reasonable detail (i) in the event that the Transferring Class A Member(s) intend(s) to Transfer an amount of Class A Common Interests that would result in NYSE MKT and its Affiliates, in the aggregate, ceasing to own percent I%) of the Aggregate Class A Economic Allocation or of the Aggregate Cass A oting Allocation (such transfer a "Comiplete Transfer"), the amnount of Class A Common Interests proposed to be Transferred and the identity of the prospective Transferee, which Transferee shall be an NYSE MKT Qualified Transferee, and (ii) in the event that the Transferring Class A Member(s) is(are) not proposing a Complete Transfer, the amount of Class A Common Interests proposed to be Transferred and the identity of the prospective Transferee, which Transferee shall be a Qualified Transferee.
Sample 1
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Class A Member Transfers. (a) Subject to Section 11.2(d) of the LLC Agreement, in the event that one or more Class A Members either individually or collectively (each, a “Transferring Class A Member”) intends to Transfer any Class A Common Interests (other than by a Public Off... (b) (ii) In the event that one or more Founding Firms elect in Founding Firm Notice(s) to make Founding Firm Offer(s), the Founding Firm Notice shall constitute a binding offer by such Founding Firm(s) to purchase such Class A Common Interests at the Foun... (iii) If any Founding Firm does not pay any sum owed by it under this Section 3.3 when due, it shall pay additional default interest thereon calculated at on the unpaid sum at the Default Interest Rate for the period beginning on its due date and endi... (iv) In the event that the Founding Firms elect in the Founding Firm Notice not to make a Founding Firm Offer (including by failure to respond to the Transferring Class A Member(s) within the thirty (30) day period described in Section 3.3(b)(i)), the... (c) Prior to, and subject to the completion of, a Complete Transfer (other than pursuant to Section 3.3(d)), the Members and NYSE Euronext shall, acting reasonably and in good faith, consider and implement any applicable and necessary amendments to th... (d) In the event of a Complete Transfer by NYSE MKT to an Affiliate, such Transferee shall be deemed to be NYSE MKT for all purposes under this Agreement and the LLC Agreement and be subject to the same rights and obligations as NYSE MKT hereunder and... (e) Any acquisition of Class A Common Interests by Class B Members pursuant to Section 3.3 or redemption of Class A Common Interests, shall result in appropriate adjustments to the Aggregate Class A Economic Allocation, Aggregate Class B Economic Allo...
Sample 1
Class A Member Transfers. (a) Subject to the provisions of Section 8.9 at any time on or before the Transfer Restriction Date, CCE may Transfer up to 40% of the aggregate Class A Membership Interests to any Person.
Sample 1

Related to Class A Member Transfers

  • Limited Partner Transfers (a) Except as provided in clauses (b), (c), (d) and (f) of this Section 8.03, no Limited Partner or Assignee thereof may Transfer (including by exchanging in an Exchange Transaction) all or any portion of its Units or other interest in the Partnership (or beneficial interest therein) without the prior consent of the General Partner, which consent may be given or withheld, or made subject to such conditions (including, without limitation, the receipt of such legal opinions and other documents that the General Partner may require) as are determined by the General Partner, in each case in the General Partner’s sole discretion. Any such determination in the General Partner’s discretion in respect of Units shall be final and binding. Such determinations need not be uniform and may be made selectively among Limited Partners, whether or not such Limited Partners are similarly situated, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. Any purported Transfer of Units that is not in accordance with, or subsequently violates, this Agreement shall be, to the fullest extent permitted by law, null and void.

  • 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.

  • 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.

  • 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.

  • Transfers of Membership Interests (a) A Member may not transfer, assign, sell, pledge, hypothecate or otherwise dispose of any of the attributes of his, her or its Membership Interest (collectively, a “Transfer”), in whole or in part, to any Person without the prior written consent of the Board of Managers, which consent the Board of Managers may withhold in its sole discretion, and any attempted Transfer of a Membership Interest shall be null and void ab initio unless effected in accordance with this Article XI.

  • Transfers of Partnership Interests Except as the Partners may otherwise agree from time to time, a Partner may not Transfer all or any part of its Partnership Interest without the Consent of each other Partner, which Consent may be withheld in the sole discretion of each such other Partner.

  • Transfers of Limited Partnership Interests 9.1 Restrictions on Transfer of Limited Partnership Interests.

  • All Other Transfers and Exchanges of Beneficial Interests in Global Securities In connection with all transfers and exchanges of beneficial interests in any Global Security that is not subject to Section 2.2(b)(i), the transferor of such beneficial interest must deliver to the Registrar (1) a written order from an Agent Member given to the Depository in accordance with the applicable rules and procedures of the Depository directing the Depository to credit or cause to be credited a beneficial interest in another Global Security in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given in accordance with the applicable rules and procedures of the Depository containing information regarding the Agent Member account to be credited with such increase. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Securities contained in this Indenture and the Securities or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Security pursuant to Section 2.2(g).

  • 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.

  • Other Transfers (a) Upon receipt of Proper Instructions, the Custodian shall transfer to or receive from a third party that has been appointed to serve as an additional custodian of one or more Portfolios (an "Additional Custodian") securities, cash and other assets of such Portfolio(s) in accordance with such Proper Instructions. Each Additional Custodian shall be identified as such on Appendix "B", as the same may be amended from time to time in accordance with the provisions of Section 9.06(c) hereof.

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