General Provisions Relating to Transfer of Units. (a) No Member may withdraw from the Company, other than as a result of a Transfer of all of such Member’s Membership Interests in accordance with this Article XIII with respect to which the Transferee becomes a Member in place of the Transferor. Except as otherwise provided in this Agreement, any Member who Transfers all of the Membership Interests held by such Member in a Transfer permitted pursuant to this Article XIII where the Transferee (i) is the Company or (ii) is admitted as a Member shall automatically cease to be a Member as of the date of consummation of such Transfer. (b) All distributions and allocations with respect to which the record date is before the effective date of any Transfer shall be made to the Transferor, and all distributions and allocations thereafter shall be made to the Transferee. (c) In addition to any other restrictions on Transfer contained herein, in no event may any Transfer or assignment of Membership Interests by any Member be made (i) to any Person who lacks the legal right, power or capacity to own Membership Interests or (ii) in violation of Applicable Law.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (American Midstream Partners, LP), Limited Liability Company Agreement, Limited Liability Company Agreement (American Midstream Partners, LP)
General Provisions Relating to Transfer of Units. (a) No Member may withdraw from the Company, other than as a result of a Transfer of all of such Member’s Membership Interests in accordance with this Article XIII XIV with respect to which the Transferee becomes a Member in place of the Transferor. Except as otherwise provided in this Agreement, any Member who Transfers all of the Membership Interests held by such Member in a Transfer permitted pursuant to this Article XIII XIV where the Transferee (i) is the Company or (ii) is admitted as a Member shall automatically cease to be a Member as of the date of consummation of such Transfer.
(b) All distributions and allocations with respect to which the record date is before the effective date of any Transfer shall be made to the Transferor, and all distributions and allocations thereafter shall be made to the Transferee.
(c) In addition to any other restrictions on Transfer contained herein, in no event may any Transfer or assignment of Membership Interests by any Member be made (i) to any Person who lacks the legal right, power or capacity to own Membership Interests or (ii) in violation of Applicable Law.
Appears in 3 contracts
Samples: Contribution Agreement (Southcross Energy Partners, L.P.), Contribution Agreement (American Midstream Partners, LP), Limited Liability Company Agreement (American Midstream Partners, LP)
General Provisions Relating to Transfer of Units. (a) No Member may withdraw from the Company, other than as a result of a Transfer of all of such Member’s Membership Interests Units in accordance with this Article XIII IV with respect to which the Transferee becomes a Member in place of the Transferor. Except as otherwise provided in this Agreement, any Member who Transfers all of the Membership Interests Units held by such Member in a Transfer permitted pursuant to this Article XIII IV where the Transferee (i) is the Company or (ii) is admitted as a Member shall automatically cease to be a Member as of the date of consummation of such Transfer.
(b) All distributions and allocations with respect to which the record date is before the effective date of any Transfer shall be made to the Transferor, and all distributions and allocations thereafter shall be made to the Transferee.
(c) In addition to any other restrictions on Transfer contained herein, in no event may any Transfer or assignment of Membership Interests Units by any Member be made (i) to any Person who lacks the legal right, power or capacity to own Membership Interests Units or (ii) in violation of Applicable Law.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Oxford Resource Partners LP), Limited Liability Company Agreement (Oxford Resource Partners LP), Limited Liability Company Agreement (Oxford Resource Partners LP)
General Provisions Relating to Transfer of Units. (a) No Member may withdraw from the Company, other than as a result of a Transfer of all of such Member’s Membership Interests 's Units in accordance with this Article XIII IV and Article V with respect to which the Transferee becomes a Member in place of the Transferor. Except as otherwise provided in this Agreement, any Member who Transfers all of the Membership Interests Units held by such Member in a Transfer permitted pursuant to this Article XIII IV and Article V where the Transferee (i) is the Company or (ii) is admitted as a Member shall automatically cease to be a Member as of the date of consummation of such Transfer.
(b) All distributions and allocations with respect to which the record date is before the effective date of any Transfer shall be made to the Transferor, and all distributions and allocations thereafter shall be made to the Transferee.
(c) In addition to any other restrictions on Transfer contained herein, in no event may any Transfer or assignment of Membership Interests Units by any Member be made (i) to any Person who lacks the legal right, power or capacity to own Membership Interests Units or (ii) in violation of Applicable Lawapplicable law.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Quest Resource Corp)