Common use of Effect of Transfers Clause in Contracts

Effect of Transfers. (a) Except as provided in paragraph (b) below, any Transfer of a Membership Interest by a person (the "Transferor") shall be effective only to give the transferee (the "Transferee") the right to the share of allocations and distributions to which the Transferor would otherwise be entitled, and no Transferee of a Membership Interest shall be admitted as a Member, (ii) the Transferee shall have no right to vote on or consent to any matter submitted to the Members or otherwise participate in the management of the business and affairs of the Company, and (iii) subject to 5.3(c) below, the Transferor, if he retains a Membership Interest, shall retain such rights and shall have the power to exercise any rights of a Member, except the right to receive allocations and distributions to the extent those rights are assigned. (b) A Transferee of a Membership Interest shall, upon such Transfer, be admitted as a Member with all the rights and powers of his Transferor if, prior to such Transfer, the Manager consents to the admission of the Transferee as a Member. (c) The Manager may, in its discretion, charge a reasonable fee to cover the expenses incurred by the Company in connection with or as a consequence of the Transfer of all or part of a Membership Interest. (d) The Company, the Manager, each Member and any other person or persons having business with the Company, need deal only with holders of Membership Interests who are admitted as Members of the Company, and shall not be required to deal with any Transferee who has not been admitted as a Member.

Appears in 1 contract

Samples: Limited Liability Company Operating Agreement (Gold & Appel Transfer Sa)

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Effect of Transfers. (a) Except as provided in paragraph (b) below, (i) any Transfer of a Membership Interest by a person (the "Transferor") shall be effective only to give the transferee (the "Transferee") the right to the share of allocations and distributions to which the Transferor would otherwise be entitled, and no Transferee of a Membership any Interest shall be admitted as a Member, and (ii) the Transferee shall have no right to vote on or consent to any matter submitted to the Members or otherwise participate in the management of the business and affairs of the Company, and (iii) subject to 5.3(c) below, the Transferor, if he retains a Membership Interest, shall retain such rights and shall have the power to exercise any rights of a Member, except the right to receive allocations and distributions to the extent those rights are assigned. (b) A Transferee of a Membership any Interest shall, upon such Transfer, be admitted as a Member with all the rights and powers of his Transferor if, prior to such Transfer, if all of the Manager consents Managers consent in writing to the admission of the Transferee as a Member. (c) The Manager Managers may, in its their discretion, charge a reasonable fee to cover the expenses incurred by the Company in connection with or as a consequence of the Transfer of all or part of a Membership Interest. (d) The Company, the ManagerManagers, each Member and any other person or persons having business with the Company, need deal only with holders of Membership Interests the Interest who are admitted as Members of the Company, and shall not be required to deal with any Transferee who has not been admitted as a Member.

Appears in 1 contract

Samples: Operating Agreement (Entrada Holdings LLC)

Effect of Transfers. (a) Except as provided in paragraph (b) below, any Transfer of a Membership Interest by a person (the "Transferor") shall be effective only to give the transferee (the "Transferee") the right to the share of allocations and distributions to which the Transferor would otherwise be entitled, and no Transferee of a Membership Interest shall be admitted as a Member, (ii) the Transferee shall have no right to vote on or consent to any matter submitted to the Members or otherwise participate in the management of the business and affairs of the Company, and (iii) subject to 5.3(c) below, ; the Transferor, if he retains a Membership Interest, shall retain such rights and shall have the power to exercise any rights of a Member, except the right to receive allocations and distributions to the extent those rights are assigned. (b) A Transferee of a Membership Interest shall, upon such Transfer, be admitted as a Member with all the rights and powers of his Transferor if, prior to such Transfer, all of the Manager consents Directors consent to the admission of the Transferee as a Member. (c) The Manager Board may, in its discretion, charge a reasonable fee to cover the expenses incurred by the Company in connection with or as a consequence of the Transfer of all or part of a Membership Interest. (d) The Company, the ManagerManagers, each Member and any other person or persons having business with the Company, need deal only with holders of Membership Interests who are admitted as Members of the Company, and shall not be required to deal with any Transferee who has not been admitted as a Member.

Appears in 1 contract

Samples: Limited Liability Company Operating Agreement (Interhealth Facility Transport, Inc.)

Effect of Transfers. (a) Except as provided in paragraph (b) below, any Transfer of a Membership Interest by a person (the "Transferor") shall be effective only to give the transferee (the "Transferee") the right to the share of allocations and distributions to which the Transferor would otherwise be entitled, and no Transferee of a Membership Interest shall be admitted as a Member, (ii) the Transferee shall have no right to vote on or consent to any matter submitted to the Members or otherwise participate in the management of the business and affairs of the Company, and (iii) subject to Section 5.3(c) below, the Transferor, if he he, she or it retains a Membership Interest, shall retain such rights and shall have the power to exercise any rights of a Member, except the right to receive allocations and distributions to the extent those rights are assigned. (b) A Transferee of a Membership Interest shall, upon such Transfer, be admitted as a Member with all the rights and powers of his his, her or its Transferor if, prior to such Transfer, all of the Manager consents Managers consent to the admission of the Transferee as a Member. (c) The Manager may, in its discretion, charge a reasonable fee to cover the Any expenses incurred by the Company in connection with or as a consequence of the Transfer of all or part of a Membership InterestInterest shall be reimbursed to the Manager by the Transferor. (d) The Company, the ManagerManagers, each Member and any other person or persons having business with the Company, need deal only with holders of Membership Interests who are admitted as Members of the Company, and shall not be required to deal with any Transferee who has not been admitted as a Member.

Appears in 1 contract

Samples: Limited Liability Company Operating Agreement (Danskin Investors LLC)

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Effect of Transfers. (a) Except as provided in paragraph (b) below, (i) any Transfer of a Membership Interest by a person (the "Transferor") shall be effective only to give the transferee (the "Transferee") the right to the share of allocations and distributions to which the Transferor would otherwise be entitled, and no Transferee of a Membership any Interest shall be admitted as a Member, (ii) the Transferee shall have no right to vote on or consent to any matter submitted to the Members or otherwise participate in the management of the business and affairs of the Company, and (iii) subject to 5.3(c5.7(c) below, the Transferor, if he retains a Membership any Interest, shall retain such rights and shall have the power to exercise any rights of a Member, except the right to receive allocations and distributions to the extent those rights are assigned. (b) A Transferee of a Membership any Interest shall, upon such Transfer, be admitted as a Member with all the rights and powers of his Transferor if, prior to such Transfer, all of the Manager consents Managers consent to the admission of the Transferee as a Member. (c) The Manager Managers may, in its their discretion, charge a reasonable fee to cover the expenses incurred by the Company in connection with or as a consequence of the Transfer of all or part of a Membership Interest. (d) The Company, the ManagerManagers, each Member and any other person or persons having business with the Company, need deal only with holders of Membership Interests the Interest who are admitted as Members of the Company, and shall not be required to deal with any Transferee who has not been admitted as a Member.

Appears in 1 contract

Samples: Operating Agreement (Fibr Holdings LLC)

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