Disposition of Interests. Upon the sale or other disposition by a Person of all its Interests in the Company, following which such Person and Affiliate thereof is no longer a Member of the Company, this Agreement shall terminate as to such Member and its Affiliates, except as provided in Section 14.3 or Section 14.6.
Disposition of Interests. A Member may assign in whole or in part such Member’s Percentage Interest only with the consent of the Managers and a majority of the Members and such assignee shall become a Member only with the consent of the Managers and a majority of the Members.
Disposition of Interests. Notwithstanding anything to the contrary herein, a Membership Interest and/or Economic Interest may not be Disposed of (whether in a Permitted Disposition or otherwise) in whole or in part unless the following terms and conditions have been satisfied:
(a) The transferor or assignor of such interest shall have:
(i) paid all costs incurred by the Company in connection with the Disposition;
(ii) furnished the Company with a written opinion of counsel, reasonably satisfactory in form and substance to counsel for the Company, that such Disposition complies with applicable federal and state securities laws and this Agreement and that such Disposition, for federal income tax purposes, will not cause the termination of the Company under Section 708(b) of the Code or cause the Company to be treated as an association taxable as a corporation for income tax purposes; and
(iii) complied with such other conditions as a Majority of the non-transferring/non-assigning Members and/or Managers may reasonably require from time to time.
(b) The transferee or assignee of such interest shall have:
(i) executed all documents required to effectuate such Disposition and to become a transferee or assignee of an Economic Interest only (but without becoming a “member” of the Company) or a Membership Interest (and becoming a “member” of the Company), as the case may be;
(ii) assumed all of the obligations, if any, of the transferor or assignor in respect of the interest being assigned or transferred;
(iii) furnished the Company with a written opinion of counsel, reasonably satisfactory in form and substance to counsel for the Company, that such Disposition complies with applicable federal and state securities laws and this Agreement and that such Disposition, for federal income tax purposes, will not cause the termination of the Company under Section 708(b) of the Code or cause the Company to be treated as an association taxable as a corporation for income tax purposes;
(iv) adopted and approved in writing all of the terms and provisions of this Agreement then in effect; and
(v) complied with such other requirements as a Majority of the non-transferring/non-assigning Members and/or Managers may reasonably require from time to time; provided, however, that Sections 11.8(a)(ii) and 11.8(b)(iii) shall not apply to any Permitted Disposition. Dispositions will be recognized by the Company as effective only upon the close of business on the last day of the calendar month following satisfact...
Disposition of Interests. (a) No interest in the Company of any Member (a "Membership Interest") may be disposed of, in whole or in part, without the prior written consent of all the Members, which consent may be granted or withheld by each such member in its sole and absolute discretion.
(b) The person to which a Member's Membership Interest is sold, assigned, transferred or exchanged shall have no right to be admitted as a Member of the Company unless (i) the Membership Interest is sold, assigned, transferred or exchanged by a Member who was properly admitted as such pursuant to the terms hereof, (ii) each Member effecting the sale, assignment, transfer or exchange and the person to whom the Membership Interest is sold, assigned, transferred or exchanged executes and delivers a document to the other Members containing a representation and warranty by each Member effecting such sale, assignment, transfer or exchange and the person to which such Membership Interest is sold, assigned, transferred or exchanged to the effect that such sale, assignment, transfer or exchange was made in accordance with all laws and regulations, including securities laws, applicable to such Member or person, as appropriate and (iii) all of the requirements of Section 2.3(c) are satisfied with respect to such admission.
(c) A person to whom a Membership Interest is sold, assigned, transferred or exchanged shall be admitted as a Member of the Company if (i) the existing Members consent (which consent may be granted or withheld by each such member in its sole and absolute discretion) to such admission, and (ii) the Company receives a document setting forth (A) the notice and payment address and facsimile number of the person to be admitted to the Company as a Member, (B) the written acceptance by such person of all the terms and provisions of this Agreement, (C) an agreement by such person to perform and discharge timely all of the obligations and liabilities in respect of the Membership Interest being obtained, (D) a power of attorney in the form of Section 8.1 hereof executed by such person and (E) the effective date of the sale, assignment, transfer or exchange.
Disposition of Interests. 8.4.1 Subject to sections 8.4.2, 8.4.3 and 8.
Disposition of Interests. 5.4.1 Cree Lands shall not be conveyed, transferred or otherwise disposed of by the GDO except to another GDO or to Canada.
5.4.2 Subsection 5.4.1 shall not be construed as preventing the grant by the GDO, for a term of seventy-five (75) year duration or less, of leases, licences or any other interest less than fee simple title in or over Cree Lands or any portion or parcel thereof.
5.4.3 No Person may acquire any estate or interest in Cree Lands by prescription, adverse possession or limitation of action.
5.4.4 Cree title in Cree Lands is not subject to mortgage, attachment, charge, seizure, distress, execution or sale.
5.4.5 In addition to the provisions of section 5.4, any disposition of Lands identified in Schedule 5-2 (Joint Zone) is subject to section 5.7 of the Cree/Inuit Offshore Overlap Agreement.
Disposition of Interests. The Company shall have fully disposed of its equity interests in Carretek LLC, Delaware limited liability company, and Mastek Cxxxxxxx Private Limited, an India private limited company, in accordance with the Amended and Restated Alliance Agreement dated as of January 31, 2005 by and between the Company and Mastek Limited, an Indian corporation, or otherwise in a manner reasonably satisfactory to Parent.
Disposition of Interests. III.5.1 No Member shall Dispose of all or any part of its Membership Interest without the approval each of the other Members, except as provided below. Any attempted Disposition of a Membership Interest, or any part thereof, other than in accordance with either Section III.6 or Section III.7 shall be, and hereby is declared, null and void ab initio.
III.5.2 No Member shall, directly or indirectly, sell, assign, transfer or otherwise dispose of (collectively, a "transfer") its Membership Interest or any part thereof, at any time, except for the transfers:
(i) to an Entity wholly-owned (directly or indirectly) by one or more Members; or
(ii) to the parent of any Member; or
(iii) in the case of Xxxxxx Xxxx, to Xxxxx X. Xxxxxx and/or any of his lineal descendants, any trust for the benefit of such person and any trustee thereof; or any Entity controlled by any of the foregoing;
(iv) in the case of Xxxxxx Hill, to Xxxxxxx Xxxxxx, and/or any of his lineal descendants, any trust for the benefit of such person and any trustee thereof; or any Entity controlled by any of the foregoing;
(v) in the case of a Member that is a natural person, to any spouse or direct lineal descendants of such Member (an "Heir"), or a trust, corporation or partnership for the benefit of such member and/or one or more of such Member's Heirs;
Disposition of Interests. 4.1 General Restrictions on the Disposition of an Interest.
A. Except as specifically provided in this section, a Disposition of a Membership Interest in the Company may not be effected without the consent of the Company Manager.
B. The Company may not recognize for any purpose any purported Disposition of all or part of a Membership Interest unless and until the other applicable provisions of this section have been satisfied and the Manager has received, on behalf of the Company, a document (i) executed by both the Member effecting the Disposition (or if the transfer is on account of the death, incapacity, or liquidation of the transferor, its representative) and the Person to which the Membership Interest or part thereof is Disposed, (ii) including the notice address of any Person to be admitted to the Company as a Member and its agreement to be bound by this Operating Agreement in respect of the Membership Interest or part thereof being obtained, (iii) setting forth the Sharing Ratios and the Capital Contribution after the Disposition of the Member effecting the Disposition and the Person to which the Membership Interest or part thereof is Disposed (which together must total the Sharing Ratio and the capital interest of the Member affecting the Disposition before the disposition), and (iv) containing a representation and warranty that the Disposition was made in accordance with all applicable laws and regulations (including securities laws) and, if the Person to which the Membership Interest or part thereof is disposed is to be admitted to the Company, his representation and warranty that the representations and warranties in this Agreement are true and correct with respect to that Person. In the event of a transfer, sale or assignment of a Member’s Membership Interest, the Company will not make a section 754 election to adjust the basis of the assets in the transfer under sections 732(b) or 743(b).
C. It is the intent of the Company to restrict the transfer of Membership Interests to preserve the partnership tax status of the Company by complying with the provisions of the Internal Revenue Service Treasury Regulations to avoid treatment as a “publicly traded” partnership. Compliance with these provisions requires that Membership Interests not be (a) traded in an established securities market; or (b) readily tradable on a secondary market or its substantial equivalent. The Company intends only to allow transfers of Membership Interests pursuant to “safe...
Disposition of Interests. 10 3.7 Amendment of Agreement to Reflect New Members.................10 3.8 Interest in Member............................................11 3.9
