Dispositions of Units Sample Clauses

Dispositions of Units. A Member may not Dispose of all or any portion of its rights or interest in the Company (each a “Unit”), except with the consent of the Managers, or, in the case of the Preferred Units, as provided in ARTICLE V. Any attempted Disposition of all or any portion of a Membership Interest, other than in strict accordance with this Section 3.4, shall be null and void ab initio. A Person to whom a Membership Interest is Disposed in accordance with this Section 3.4 (including, but not limited to an Assignee), may be admitted to the Company as a Member only with the consent of the Managers (a “New Member Approval”). 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 Managers with such documents regarding the Disposition as the Managers may request (in form and substance satisfactory to the Managers), including a copy of the Disposition instrument, a copy of a Joinder confirming such Assignee’s consent to be bound by the terms of this Operating 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 Code. Any judgment creditor of a Member or any other owner of a Membership Interest shall only have the rights of an assignee under the Florida Act, and such judgment creditor shall not have any right to participate in the management or affairs of the Company or become or exercise any rights of a Member without the consent of the Managers. The Members agree that breach of the provisions of this Section 3.4 may cause irreparable injury to the Company for which monetary damages (or another remedy at law) are inadequate in view of (i) 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 (ii) the uniqueness of the Company business and the relationship among the Members. Accordingly, the Members agree that the provisions of this Section 3.4 may be enforced by specific performance. Units transferred between Members pursuant to the terms of this Agreement shall not require a New Member Approval.
Sample 1
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Dispositions of Units. A Member may not make an assignment, transfer, sale or other disposition (voluntarily, involuntarily or by operation of law, or any derivative transaction, including any short sale, collar, hedging or other derivative transaction that has the effect of materially changing the economic benefits and risks of ownership) (each, a “Transfer”) of all or any portion of its Units, nor pledge, mortgage, hypothecate, grant a security interest in, or otherwise encumber (each, an “Encumbrance”) all or any portion of its Units, except with the prior written consent of each other Member, which shall not be unreasonably withheld, conditioned, or delayed; provided that Bxxxx Capital Investors LLC (“Bryan”) may transfer all or part of its Units to an Affiliate without such consent. Any attempted Transfer or Encumbrance of a Unit, other than in strict accordance with this Section 2.2, shall be void. A Change in Control of iBio, Inc. (“iBio”), whether by a sale of all or substantially all of its assets, merger or otherwise, shall not be deemed a Transfer requiring consent hereunder. A Change in Control of Bryan, however, whether by a sale of all or substantially all of its assets, merger or otherwise, shall be deemed a Transfer requiring consent hereunder (except to the extent that the deemed Transfer is to a Person or Persons to whom, if Units were directly Transferred, consent would not be required under this Section 2.2), which consent shall not be unreasonably withheld, conditioned or delayed. A Person to whom a Unit is Transferred or a permitted successor of a Member’s interest through a Change in Control, in each case in accordance with the terms and conditions of this Agreement, shall be admitted to the Company as a Member. In connection with any Transfer of a Unit, and any admission of an assignee as a Member, the Member making such Transfer and the assignee shall furnish the Board with such documents regarding the Transfer as they may reasonably request (in form and substance satisfactory to the Board), including a copy of the Transfer instrument and a ratification by the assignee of this Agreement.
Sample 1
Dispositions of Units 
Sample 1

Related to Dispositions of Units

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • Restrictions on Intercompany Transfers Neither the Parent nor the Borrower shall, and neither the Parent nor the Borrower shall permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any Subsidiary; (b) pay any Indebtedness owed to the Borrower or any Subsidiary; (c) make loans or advances to the Borrower or any Subsidiary; or (d) transfer any of its property or assets to the Borrower or any Subsidiary; other than (i) with respect to clauses (a) through (d) those encumbrances or restrictions contained in any Loan Document or in any other agreement (A) evidencing Unsecured Indebtedness that the Borrower, any other Loan Party or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and (B) containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, such encumbrances and restrictions set forth in the Loan Documents, (ii) with respect to clause (d), customary provisions restricting assignment of any agreement entered into by the Borrower, any other Loan Party or any Subsidiary in the ordinary course of business or (iii) with respect to clauses (a) through (d), in the case of a Subsidiary that is not a Wholly Owned Subsidiary, restrictions contained in the organizational documents of, or other agreements governing an Investment in, such Subsidiary arising after the date hereof to the effect that any such dividends, distributions, loans, advances or transfers of property must be on fair and reasonable terms and on an arm’s length basis.

  • Conditions to Obligations of the Purchaser The obligations of the Purchaser to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver, at or prior to the Closing, of each of the following conditions:

  • Conditions to Obligations of the Purchasers The obligations of the Purchasers to consummate the transactions contemplated hereby shall be subject to the satisfaction or waiver at or prior to the Closing of each of the following conditions:

  • 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.

  • Conditions to Obligations of the Investors The obligation of each Investor to purchase the Units at the Closing is subject to the fulfillment on or prior to the Closing Date of the following conditions, any of which may be waived by such Investor:

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