Dispositions of Membership Interests. No Member may Dispose of all or any portion of its Units and no Assignee of Units may be admitted as a Member or Managing Member except in compliance with this Section 3.03(b); provided, that this Section 3.03(b) shall not apply to an Encumbrance or a Disposition upon foreclosure (or Disposition in lieu of such foreclosure) of an Encumbrance which shall be governed by Section 3.03(c)(i). No Disposition of a Membership Interest shall effect a release of the Disposing Member from any liabilities to the Company or the other Members arising from events occurring prior to or in connection with the Disposition. The Disposing Member and its Assignee shall pay, or reimburse the Company and each Member for, all reasonable costs and expenses incurred by the Company in connection with the Disposition and admission, on or before the tenth (10th) Day after the receipt by that Person of the Company’s or such Member’s invoice for the amount due.
Dispositions of Membership Interests. A Member may not Dispose of any portion of its Membership Interest.
Dispositions of Membership Interests. A Member may not make a sale, assignment, transfer, conveyance, gift, bequest, exchange, or other disposition (voluntarily, involuntarily, or by operation of law) ("Disposition") of all or any portion of its Membership Interest, other than a Disposition to a Permitted Transferee (as hereinafter defined), a Disposition to another Member in accordance with Article 7, or a Disposition resulting from the death of such Member to a person who is not a Permitted Transferee (each a "Permitted Disposition"), except upon compliance with Section 7.03 and with the consent of a Majority Interest (as defined in Section 5.07), calculated without reference to the Member desiring to make such Disposition, and (without limiting the generality of Section 5.07) each Member's consent may be given or withheld in the Member's sole and absolute discretion, with or without cause, and subject to such conditions as such Member shall deem appropriate ("Sole Discretion"). Any attempted Disposition of all or any portion of a Membership Interest, other than in strict accordance with this Section 2.02, shall be null and void ab initio. A Permitted Transferee who is a natural person shall be admitted to the Company as a Member without the consent of the other Members and a Permitted Transferee who is not a natural person shall have the right upon its designation of a single representative with full power and authority to act on behalf of the Permitted Transferee to be admitted to the Company as a Member without the consent of the other Members. Except for a Permitted Transferee, a Person to whom a Membership Interest is Disposed may be admitted to the Company as a Member only with the unanimous consent of the other Members. In connection with any Disposition of a Membership Interest or any portion thereof, and any admission of an assignee as a Member, the Member making such Disposition and the assignee shall furnish the other Members with such documents regarding the Disposition as a Majority Interest may request (in form and substance satisfactory to a Majority Interest), including a copy of the Disposition instrument, a ratification by the assignee of this Agreement (if the assignee is to be admitted as a Member), a legal opinion that the Disposition complies with applicable federal and state securities laws, and a legal opinion that the Disposition will not result in the Company's termination under Section 708 of the Internal Revenue Code of 1986 (as amended from time to time, the "Cod...
Dispositions of Membership Interests. Except to the extent expressly permitted by this Article 9, no Member may Dispose of all or any part of a Membership Interest. Unless otherwise provided herein, references in this Section 9.01 to Dispositions of a “Membership Interest” shall also refer to Dispositions of a portion of a Membership Interest. Any attempted transfer, sale or other Disposition of all or any part of a Membership Interest, other than in strict accordance with this Article 9, shall be, and is hereby declared, null and void ab initio. The Members agree that a breach of the provisions of this Article 9 may cause irreparable injury to the Company and to the other Members for which monetary damages (or other remedies at law) are inadequate in view of (a) the complexities and uncertainties in measuring the actual damages that would be sustained by reason of the failure of a Member to comply with such provisions and (b) the uniqueness of the Company’s business and the relationship among the Members. Accordingly, the Members agree that the provisions of this Article 9 may be enforced by specific performance. If, subject to its compliance with Article 9, El Paso GP Holdco elects to Dispose of all (but not less than all) of its Membership Interests in the Company to any Transferee, such Transferee shall succeed to all of El Paso GP Holdco’s rights and obligations under this Agreement, including (i) the Member approval rights pursuant to Section 6.01(b), (ii) the drag-along and tag-along rights pursuant to Section 9.05 and (iii) its consent rights in respect of amendments of this Agreement pursuant to Section 13.04.
Dispositions of Membership Interests. 12 3.04 Creation of Additional Membership Interest.....................................................15 3.05
Dispositions of Membership Interests. QUALIFIED IPO 17 ARTICLE 8 MANAGEMENT 25
Dispositions of Membership Interests. In addition to other limitations on Disposition provided in this Agreement, no Disposition may be effected by any Member unless: (i) such Disposition is in compliance with the Securities Act and all applicable state securities laws, and, if requested by the Board of Managers, such transferring Member has delivered an opinion of such Member’s counsel to the Company, in form and substance reasonably satisfactory to the Company, to the effect that such Disposition is either exempt from the requirements of the Securities Act and the applicable securities laws of any state or that such registration requirements have been complied with, and (ii) such Disposition would not cause the Company to be treated as an association or “publicly traded partnership” taxable as a corporation and would not make the Company ineligible for “safe harbor” treatment under section 7704 of the Code and the regulations promulgated thereunder. The Board of Managers will determine whether the foregoing conditions have been satisfied and may determine to waive any such conditions. As a further condition to being admitted as a Member of the Company, any Person receiving a Disposition of any Units in accordance with the terms of Section 3.02 must agree to be bound by the terms of this Agreement by executing and delivering a counterpart signature page to this Agreement and demonstrate to the reasonable satisfaction of the Board of Managers that such transferee has the economic ability to meet the obligations of a holder of such Units in accordance with the terms set forth in Article IV.
Dispositions of Membership Interests. 32 11.1 Dispositions of Membership Interests.......................................................32 11.2 Change of Control of InCon.................................................................32 11.3
Dispositions of Membership Interests. 4.1 Restrictions ore the Issuance and Disposition of a Membership Interest. No Membership Interest nor any interest therein may be issued, sold, transferred, pledged or otherwise Disposed of except in accordance with this Article IV.
(a) USP may sell, transfer, pledge or otherwise Dispose of Membership Interest or interests therein to USP Parent or any Restricted Affiliate of USP Parent; provided, however, before the time the transferee ceases to be a Restricted Affiliate of USP Parent, the transferee must transfer all of the transferee's interest in the Company to USP Parent or a Restricted Affiliate of UP Parent. Baylor may sell, transfer, pledge or otherwise Dispose of Membership Interest or interests therein to any Person that is, at the time of the Disposition, subject to Section 16.
1. After any Disposition made under this Section 4.1(a), the transferor will remain subject to the provisions of the Regulations.
(b) Subject to Section 4.1(a), no Membership Interest may be sold, transferred, pledged or otherwise Disposed of, before the fifth anniversary of these Regulations, without the consent of all Members.
(c) Subject to Section 4.1(a), no Membership Interest nor any interest therein may be issued, sold, transferred, pledged or otherwise Disposed of, after the fifth anniversary of these Regulations, (i) except to a bona fide third-party purchaser, the Company or another Member in accordance with Section 4.2 or (ii) with the consent of all Members.
(d) No Membership Interest, nor any interests therein may be issued, sold, transferred, pledged or otherwise Disposed of in the absence of a registration of the offer and sale of such Membership Interests under the Securities Act and applicable state securities laws and the rules and regulations thereunder or an exemption therefrom. The Company and the Members each agree that they will not take any action to issue, sell, transfer, pledge, solicit offers to purchase or otherwise Dispose of any Membership Interests in the Company without first seeking the advice of legal counsel.
Dispositions of Membership Interests. 21 9.02 Permitted Dispositions of Membership Interests and General Restrictions.............................. 22 9.03
