Dispositions of Interests in a Member Sample Clauses

Dispositions of Interests in a Member. No Member may cause or permit an interest, direct or indirect, in itself to be Disposed of such that, after such Disposition the Company would be considered to have terminated within the meaning of Code Section 708,material adverse tax consequences on any of the remaining Members, or such that the Company would thereby be considered to be a publicly traded partnership within the meaning of Section 7704 of the Code.
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Dispositions of Interests in a Member. Unless waived by the Management Committee, no Member may cause or permit an interest, direct or indirect, in itself to be Disposed of such that, after the Disposition the Company would be considered to have terminated within the meaning of Code Section 708.
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Dispositions of Interests in a Member. No Member that is not a natural Person may cause or permit an interest, direct or indirect, in itself to be Disposed of such that, after the Disposition the Company would be considered to have terminated within the meaning of Code Section 708.
Sample 1
Dispositions of Interests in a Member. A Member that is not a natural person may not cause or permit an interest, direct or indirect, in itself to be Disposed of such that, after the Disposition, (a) the Company would be considered to have terminated within the meaning of section 708 of the Code or (b) without the consent of the Manager and a Required Interest, that Member shall cease to be controlled by substantially the same individuals who control it as of the date of its admission to the Company. On any breach of the provisions of clause (b) of the immediately preceding sentence, the Company (in addition to any other legal remedies) shall have the option to buy, and on exercise of that option the breaching Member shall sell, the breaching Member’s Membership Interest, all in accordance with Article 11.01 as if the breaching Member were a Bankrupt Member reducing the exercise price by 10% as a result of such breach.
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Related to Dispositions of Interests in a Member

  • Pledged Equity Interests, Investment Related Property (a) it is the record and beneficial owner of the Pledged Equity Interests free of all Liens, rights or claims of other Persons and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity Interests;

  • 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:

  • Designation of Interests in the REMICs The Depositor hereby designates the Classes of Class A Certificates (other than the Class 1-A-R, Class 1-A-MR, Class 1-A-LR, Class X-PO and Class 30-IO Certificates) and the Classes of Class X-B, Class 2-B and Class 5-B Certificates and each Component as "regular interests" and the Class 1-A-R Certificate as the single class of "residual interest" in the Upper-Tier REMIC for the purposes of Code Sections 860G(a)(1) and 860G(a)(2), respectively. The Depositor hereby further designates the Class 1-L Interest, Class 1-LS Interest, Class 1-LIO Interest, Class 1-LPO Interest, Class 2-L Interest, Class 2-LIO Interest, Class 2-LPO Interest, Class 3-L Interest, Class 3-LS Interest, Class 3-LIO Interest, Class 3-LPO Interest, Class 4-L Interest, Class 4-LS Interest, Class 4-LIO Interest, Class 4-LPO Interest, Class 5-L Interest, Class 5-LIO Interest and Class 5-LPO Interest as classes of "regular interests" and the Class 1-A-LR Certificate as the single class of "residual interest" in the Lower-Tier REMIC for the purposes of Code Sections 860G(a)(1) and 860G(a)(2), respectively. The Depositor hereby further designates the Class 1-A-M1 Interest, Class 1-A-M4 Interest, Class 1-A-M10 Interest, Class 1-A-M13 Interest, Class 1-A-M14 Interest, Class 1-A-MUR Interest, Class 2-A-M1 Interest, Class 3-A-M1 Interest, Class 4-A-M1 Interest, Class 5-A-M1 Interest, Class 1-X-MPO Interest, Class 2-X-MPO Interest, Class 3-X-MPO Interest, Class15-MPO Interest, Class 5-PO Interest, Class 1-30-MIO Interest, Class 2-30-MIO Interest, Class 20-MIO Interest, Class 15-MIO Interest, Class 5-MIO Interest, Class X-B-M1 Interest, Class X-B-M2 Interest, Class X-B-M3 Interest, Class X-B-M4 Interest, Class X-B-M5 Interest, Class X-B-M6 Interest, Class 2-B-M1 Interest, Class 2-B-M2 Class 2-B-M3 Interest, Class 2-B-M4 Interest, Class 2-B-M5 Interest, Class 2-B-M6 Interest, Class 5-B-M1 Interest, Class 5-B-M2 Interest, Class 5-B-M3 Interest, Class 5-B-M4 Interest, Class 5-B-M5 Interest and Class 5-B-M6 Interest as classes of "regular interests" and the Class 1-A-MR Certificate as the single class of "residual interest" in the Middle-Tier REMIC for the purposes of Code Sections 860G(a)(1) and 860G(a)(2), respectively.

  • Interests in Other Entities The Company does not own or control, directly or indirectly, an interest in any corporation, partnership, limited liability company, joint venture, trust or other entity.

  • 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.

  • Disposition of Pledged Interests by Agent None of the Pledged Interests existing as of the date of this Agreement are, and none of the Pledged Interests hereafter acquired on the date of acquisition thereof will be, registered or qualified under the various federal or state securities laws of the United States and disposition thereof after an Event of Default may be restricted to one or more private (instead of public) sales in view of the lack of such registration. Each Grantor understands that in connection with such disposition, Agent may approach only a restricted number of potential purchasers and further understands that a sale under such circumstances may yield a lower price for the Pledged Interests than if the Pledged Interests were registered and qualified pursuant to federal and state securities laws and sold on the open market. Each Grantor, therefore, agrees that: (a) if Agent shall, pursuant to the terms of this Agreement, sell or cause the Pledged Interests or any portion thereof to be sold at a private sale, Agent shall have the right to rely upon the advice and opinion of any nationally recognized brokerage or investment firm (but shall not be obligated to seek such advice and the failure to do so shall not be considered in determining the commercial reasonableness of such action) as to the best manner in which to offer the Pledged Interest or any portion thereof for sale and as to the best price reasonably obtainable at the private sale thereof; and (b) such reliance shall be conclusive evidence that Agent has handled the disposition in a commercially reasonable manner.

  • Equity Interests With respect to any Person, any share of capital stock of (or other ownership or profit interests in) such Person, any warrant, option or other right for the purchase or other acquisition from such Person of any share of capital stock of (or other ownership or profit interests in) such Person, any security convertible into or exchangeable for any share of capital stock of (or other ownership or profit interests in) such Person or warrant, right or option for the purchase or other acquisition from such Person of such shares (or such other interests), and any other ownership or profit interest in such Person (including, without limitation, partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such share, warrant, option, right or other interest is authorized or otherwise existing on any date of determination.

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