Dispositions of Interests. 3.01 Partners 7 3.02 Representations and Warranties 7 3.03 Restrictions on the Disposition of an Interest 7 3.04 Additional Partners 9 3.05 Interests in a Partner 9 3.06 Spouses of Partners 9 3.07 Vesting of Limited Partners 9 3.08 Services Provided by the Partners 10 ARTICLE IV CAPITAL CONTRIBUTIONS
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.
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.
Dispositions of Interests. 3.01 Initial Partners..................................................................... 3 3.02 Restrictions on the Disposition of an Interest....................................... 3 3.03
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.
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
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 -----------------------------------------------------------------
Dispositions of Interests. 80 13.1 Restriction on Dispositions..............................80 13.2
Dispositions of Interests. (a) A Non-managing Member may not make an assignment, transfer or other disposition (voluntarily, involuntarily or by operation of law) (a “Transfer”) of all or any portion of its Interest, nor pledge, mortgage, hypothecate, grant a security interest in, or otherwise encumber (an “Encumbrance”) all or any portion of its Interest, except with the consent of the Manager, which it may grant or withhold in its sole and absolute discretion, and upon terms and conditions as it may require, again, in its sole and absolute discretion. Any attempted Transfer of all or any portion of an Interest, other than in strict accordance with this Section, shall be void. A Person to whom an Interest is Transferred may be admitted to the Company as a Non-managing Member only as provided in this Section with the consent of the Manager, which may be given or withheld in its sole and absolute discretion. In connection with any Transfer of a Interest or any portion thereof and any admission of an assignee as a Member, the Non-managing Member making such Transfer and the Assignee shall furnish the Manager with such documents regarding the Transfer as the Manager may request including a copy of the Transfer instrument, a ratification by assignee of this Agreement (if the assignee is to be admitted as a Member) and a legal opinion that the Transfer complies with all applicable federal and state securities laws and will not cause the Company to be terminated under Section 708 of the Code.
Dispositions of Interests
