Dispositions of Interests Sample Clauses

Dispositions of Interests. The Member shall not sell, transfer, assign, donate or otherwise dispose of its Membership Interest without thirty (30) days prior notice to the Managers.
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Dispositions of Interests. Dispositions of each Member’s interests in the Company shall be subject to a right of first offer which will provide that, to the extent that a Member (the “Selling Party”) determines to sell directly or indirectly some or all of its interests in the Company (the “Sale Interests”) to a third party (a “Disposition”), the Selling Party shall first offer the Sale Interests to the other Members, who shall be entitled to purchase the Sale Interests at the price (the “Sale Price”) at which the Selling Party reasonably determines to offer the Sale Interests to a third party pursuant to the Disposition; provided that if the other Members determine not to acquire such Sale Interests at the Sale Price, the Selling Party shall have a reasonable period of time to seek to sell such Sale Interests to a third party at a price at or above the Sale Price. In addition to the right of first offer described above, dispositions of each Member’s interests in the Company shall be subject to tag-along rights in the form provided in the Investor Rights Agreement and drag-along rights in the form provided in the Investor Rights Agreement except that the exercise of such drag-along rights will only be triggered in connection with a determination by 90% or more in interest of the Members.
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Dispositions of Interests. 3.01 Initial Partners..................................................................... 3 3.02 Restrictions on the Disposition of an Interest....................................... 3 3.03
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Dispositions of Interests. (a) No Member, nor any spouse of a Member, Personal Representative of a Member or legal representative or agent of a Member, may, except with the consent of the Managing Member, transfer of all or any portion of such Member’s membership interest (an “Interest”), other than (i) in accordance with Section 12(b) or (ii) a Permitted Transfer (as defined below). Each of the Members agrees that the restrictions contained in this Agreement are fair and reasonable and in the best interest of the Company and the Members. In the case of any Permitted Transfer, the transferee will become a substitute member at the written direction of the transferor without the need for any further consent or approval.
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Dispositions of Interests. 11 3.01 Members, Contribution Percentages, Voting Ratio and Sharing Ratio 11 3.02 Representations, Warranties and Covenants 11 3.03 Dispositions of Membership Interests 13 3.04 Options and Other Encumbrances 17 3.05 Access to Information 17 3.06 Confidential Information 17 3.07 Liability to Third Parties 18 3.08 Withdrawal 18 ARTICLE IV CAPITAL CONTRIBUTIONS 19 4.01 Initial Funding Plan for DHS 2 and Initial Capital Contributions 19 4.02 Funding of Contributions and Subsequent Capital Contributions 21 4.03 Failure to Contribute 22 4.04 Return of Contributions 24 4.05 Loans and Guarantees 24 4.06 Capital Accounts 25 4.07 Mandatory Replacement of Higher Perpetual Contributed Assets 26 4.08 Developer Fees 26 ARTICLE V DISTRIBUTIONS AND ALLOCATIONS 26 5.01 Distributions 26 5.02 Allocations 27 5.03 Calculation of Flip Point 30 5.04 Varying Interests 31 DHS 2 LLC Limited Liability Company Agreement i
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Dispositions of Interests. 80 13.1 Restriction on Dispositions..............................80 13.2
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Dispositions of Interests. 80 13.1 Restriction on Dispositions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80 --------------------------- 13.2 Permitted Transfers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80 ------------------- 13.3 Conditions to Permitted Transfers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81 --------------------------------- 13.4 Right of First Refusal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84 ---------------------- 13.5 Tagalong Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86 --------------- 13.6 Put and Call Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 87 ------------------- 13.7 Prohibited Dispositions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99 ----------------------- 13.8 Representations Regarding Transfers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99 ----------------------------------- 13.9 Distributions and Allocations in Respect of Transferred Interests . . . . . . . . . . . . . . . . . . 99 -----------------------------------------------------------------
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Dispositions of Interests 
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Related to Dispositions of Interests

  • Dispositions of Assets Until the first day after the Restriction Period, none of SpinCo or any member of the SpinCo Group shall sell, transfer, or otherwise dispose of or agree to dispose of assets (including, for such purpose, any shares of capital stock of a Subsidiary and any transaction treated for tax purposes as a sale, transfer or disposition) that, in the aggregate, constitute more than 60 percent of the gross assets of SpinCo, nor shall SpinCo or any member of the SpinCo Group sell, transfer, or otherwise dispose of or agree to dispose of assets (including, for such purpose, any shares of capital stock of a Subsidiary and any transaction treated for tax purposes as a sale, transfer or disposition) that, in the aggregate, constitute more than 60 percent of the consolidated gross assets of the SpinCo Group. The foregoing sentence shall not apply to sales, transfers, or dispositions of assets in the ordinary course of business. The percentages of gross assets or consolidated gross assets of SpinCo or the SpinCo Group, as the case may be, sold, transferred, or otherwise disposed of, shall be based on the fair market value of the gross assets of SpinCo and the members of the SpinCo Group as of the Distribution Date. For purposes of this Section 4(b)(v), a merger of SpinCo or one of its Subsidiaries with and into any Person shall constitute a disposition of all of the assets of SpinCo or such Subsidiary.

  • Dispositions of Equipment No Borrower shall sell, lease or otherwise dispose of any Equipment, without the prior written consent of Agent, other than (a) a Permitted Asset Disposition; and (b) replacement of Equipment that is worn, damaged or obsolete with Equipment of like function and value, if the replacement Equipment is acquired substantially contemporaneously with such disposition and is free of Liens.

  • No Acquisitions or Dispositions (i) There are no contracts, letters of intent, term sheets, agreements, arrangements or understandings with respect to the direct or indirect acquisition or disposition by any of the Company or its subsidiaries of interests in assets or real property that are required to be described in the Registration Statement and the Prospectus that are not so described; and (ii) except as described in the Registration Statement and the Prospectus, neither the Company nor any of its subsidiaries has sold any real property to a third party during the immediately preceding twelve (12) calendar months, except for such sales as would not reasonably be expected to have a Material Adverse Effect.

  • Limitations on Dispositions of Collateral Such Grantor shall not sell, transfer, lease or otherwise dispose of any of the Collateral, except as permitted pursuant to the Credit Agreement and the other Loan Documents.

  • Actions of Others The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

  • Computations of Interest All computations of interest on Eurodollar Loans and other amounts (other than Base Rate Loans) hereunder shall be made on the actual number of days elapsed over a year of 360 days, and all computations of interest on Base Rate Loans hereunder shall be made on the actual number of days elapsed over a year of 365 or 366 days, as applicable.

  • Restrictions on Dispositions Shareholder agrees that, from and after the date of this Agreement and through the Effective Time, he or she will not take any action that will alter or affect in any way the right to vote the Shares, except (i) with the prior written consent of Bancorp or (ii) to change such right from that of a shared right of Shareholder to vote the Shares to a sole right of Shareholder to vote the Shares.

  • Dispositions of Assets or Subsidiaries Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, sell, convey, assign, lease, abandon or otherwise transfer or dispose of, voluntarily or involuntarily, any of its properties or assets, tangible or intangible (including sale, assignment, discount or other disposition of accounts, contract rights, chattel paper, equipment or general intangibles with or without recourse or of capital stock, shares of beneficial interest, partnership interests or limited liability company interests of a Subsidiary of such Loan Party), except:

  • OBLIGATIONS OF MANAGER; RESTRICTIONS (a) The Manager shall require each seller or transferor of investment assets to the Company to make such representations and warranties regarding such assets as may, in the judgment of the Manager, be necessary and appropriate. In addition, the Manager shall take such other action as it deems necessary or appropriate with regard to the protection of the Investments.

  • Obligations of Management Each officer and key employee of the Company is currently devoting substantially all of his or her business time to the conduct of the business of the Company. The Company is not aware that any officer or key employee of the Company is planning to work less than full time at the Company in the future. No officer or key employee is currently working or, to the Company’s knowledge, plans to work for a competitive enterprise, whether or not such officer or key employee is or will be compensated by such enterprise.

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