GENERAL RESTRICTION ON ASSIGNMENT Sample Clauses

GENERAL RESTRICTION ON ASSIGNMENT. Except as expressly permitted hereunder, no Member or Economic Interest Owner may Transfer all or any portion of, or any interest or rights in, their Membership Units or Economic Interest without the prior written consent of the Board of Managers (excluding Managers who are Affiliates of the transferring Member) (the “Non-Affiliated Managers”) or, if there are no Non-Affiliated Managers, then the consent of all of the Members other than the transferring Member (the “Non-Affiliated Members”). Each Member hereby acknowledges the reasonableness of this prohibition in view of the purposes of the Company and the relationship of the Members. The Transfer of any Membership Units or Economic Interests in violation of the prohibition contained in this Section 12.1 shall be deemed invalid, null and void, and of no force and effect. Any Person to whom Membership Units are attempted to be Transferred in violation of this Section 12.1 shall not be entitled to vote on matters coming before the Members, participate in the management of the Company, act as an agent of the Company, receive distributions from the Company or have any other rights in or with respect to the Membership Units. Any person to whom an Economic Interest is attempted to be transferred in violation of this Section 12.1 shall not be entitled to receive distributions from the Company or have any other rights in or with respect to the Economic Interest. For purposes of this Agreement, the term “Transfer”, or “ Transferred”, when used in this Agreement with respect to the Membership Units or Economic Interests, includes a sale, assignment, gift, pledge, encumbrance or any other disposition, whether voluntary, by operation of law or otherwise, and “transferee” and “transferor” have corresponding meanings. Further, any such proposed Transfer must be accomplished by written instrument satisfactory in form and content to the Non-Affiliated Managers or Non-Affiliated Members (as the case may be), accompanied by such assurances of genuineness and effectiveness of signatures and the obtaining of any governmental approvals or legal opinions as the Non-Affiliated Managers or Non-Affiliated Members (as the case may be) may reasonably require and payment of any reasonable costs of transfer as the Non-Affiliated Managers or Non-Affiliated Members (as the case may be) may require and all transfer taxes as may be imposed.
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GENERAL RESTRICTION ON ASSIGNMENT. No Member may Assign all or part of such Member’s Membership Interest except as permitted under this Section 9.1. A Member’s Membership Interest may be Assigned in whole or in part, without the consent of any other Member, to another Person already a Member at the time of the Assignment. Notwithstanding anything to the contrary in this Agreement, no Member may assign all or a part of such Member’s Membership Interest to any person who is not already a Member at the time of the assignment without Cargill’s prior written consent during the term of Cargill’s lease of the Facility or any extension thereof. Any other Assignment of a Membership Interest, in whole or in part, is effective only if (1) Members owning a majority of the Voting Interests and a majority of the Percentage Interests collectively owned by Members (excluding the Member seeking to make the Assignment and such Member’s Voting Interest and Percentage Interest), approve the Assignment by written consent, which consent may be granted or withheld as the remaining Members may determine in their sole discretion, and (2) the Member seeking to make the Assignment and the assignee comply with the provisions of Section 9.1(b).
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GENERAL RESTRICTION ON ASSIGNMENT. 14 (b) Assignment of Governance Rights . . . . . . . . . . . . .14 (c) Assignment of Financial Rights. . . . . . . . . . . . . .14 (d) Conditions Precedent to Assignment of Governance Rights or Financial Rights to Members . . . . . . . . . .14 (e) Effective Date of Assignment. . . . . . . . . . . . . . .15 (f) Pledge and Assignment . . . . . . . . . . . . . . . . . .15 9.2
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GENERAL RESTRICTION ON ASSIGNMENT. Except as provided in Section 9.1(c) and 9.1(f), no Member may transfer all or a part of such Member's Membership Interest to a non-Member. Transfers of a Member's Membership Interest to another Member shall be effective only if made in accordance with this Section 9.1.
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GENERAL RESTRICTION ON ASSIGNMENT. Except as otherwise permitted in this Article 10, neither Party may assign or transfer its rights under this Agreement and/or delegate its duties hereunder, by merger, sale of assets, operation of law or otherwise, without the prior written consent of the other Party, and any attempted assignments or transfer without such written consent shall be void and of no effect. Upon any permitted assignment or transfer of this Agreement, (i) the other Party shall be given prompt written notice of such assignment, and (ii) the assignee shall agree in writing to be bound by the terms and conditions set forth herein.
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GENERAL RESTRICTION ON ASSIGNMENT. Subject to clause 50.2, the Developer must not sell, transfer, novate, dispose of or assign, or create or allow to exist any Encumbrance (other than the Permitted Encumbrances) over, the whole or any part of its right, title and interest in, to or under this Deed, the Project Documents, the Land (excluding the Developer Works Lot, once it is created) or the Works.
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GENERAL RESTRICTION ON ASSIGNMENT. Subject to Section 15.2, neither Party shall assign, or in any other manner transfer, any of its rights or obligations under this Agreement without the prior written consent of the other Party. No such purported assignment or transfer without such consent, whether voluntary or involuntary, by operation of Applicable Laws, under legal process or proceedings, by receivership, in bankruptcy, or otherwise, shall be valid or effective. Notwithstanding the foregoing, nothing in this Section 15.1 shall prohibit ACRO from subcontracting all or any portion of the Work hereunder in accordance with the provisions of this Agreement (provided that no such subcontracting shall relieve ACRO of any obligation hereunder). For the avoidance of doubt, a change in Control of a Party shall constitute an assignment prohibited by this Section 15.1.
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Related to GENERAL RESTRICTION ON ASSIGNMENT

  • Restriction on Assignment No party to this Agreement may assign or transfer all or any part of its rights or obligations under this Agreement except as provided in this Section 10.

  • Prohibition on Assignment This Contract and all duties and obligations of Consultant set forth in this Contract shall not be assignable except by prior written consent of City, and such prohibition shall extend to and be binding upon the heirs, executors, administrators, successors, and assigns of Consultant.

  • Limitation on Assignment This Agreement is personal to the Participant and, except as otherwise provided in Section 5 above, shall not be assignable by the Participant otherwise than by will or the laws of descent and distribution, without the written consent of the Company executed by a Senior Vice President or above of UL Solutions Inc. This Agreement shall inure to the benefit of and be enforceable by the Participant’s legal representatives.

  • Restrictions on Assignment Unless otherwise provided in a cooperative’s articles or bylaws, a would-be contributor’s rights under a contribution rights agreement shall not be assigned, in whole or in part, to a person who was not a member at the time of the assignment, unless all the members approve the assignment by unanimous written consent.

  • Restrictions on Assignments (a) No Seller Party may assign its rights, or delegate its duties hereunder or any interest herein without the prior written consent of the Agents (except a Seller Party may delegate certain administrative duties to an Affiliate, such as payroll, financial reporting, tax and the like, so long as such Seller Party remains liable for performance of such duties). (b) This Agreement and the Purchasers’ rights and obligations herein (including ownership of the Asset Interest) shall be assignable by the Purchasers and their successors and assigns to any Eligible Assignee (including, without limitation, pursuant to a Liquidity Agreement). Each assignor of an Asset Interest or any interest therein shall notify the Administrative Agent, the Purchaser Agent of such assignor’s Purchaser Group and the Seller of any such assignment. Each assignor of a Asset Interest or any interest therein may, in connection with any such assignment, disclose to the assignee or potential assignee any information relating to any Seller Party or any Originator, furnished to such assignor by or on behalf of such Seller Party or by any Agent; provided that, prior to any the disclosure of any Seller Information, the assignee or potential assignee agrees to preserve the confidentiality of any such information which is confidential in accordance with the provisions of Section 14.7 hereof. (c) Each Liquidity Bank may assign to any Eligible Assignee or to any other Liquidity Bank all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of any Asset Interest therein owned by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (ii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $10,000,000 and (y) such Liquidity Bank’s Percentage of its Purchaser Group’s Purchaser Group Limit in effect at such time, (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent and the Purchaser Agent in such Liquidity Bank’s Purchaser Group, an Assignment and Acceptance Agreement, and (iv) to the extent applicable, concurrently with such assignment, such assignor Liquidity Bank shall assign to such assignee Liquidity Bank or other Eligible Assignee an equal percentage of its rights and obligations under any Liquidity Agreement. (d) Notwithstanding any other provision of this Section 12.1, (i) any Liquidity Bank may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of Earned Discount) under this Agreement or under any Liquidity Agreement to secure obligations of such Liquidity Bank to a Federal Reserve Bank, without notice to or consent of the Seller or any Agent; provided that no such pledge or grant of a security interest shall release a Liquidity Bank from any of its obligations hereunder or under such Liquidity Agreement, as the case may be, or substitute any such pledgee or grantee for such Liquidity Bank as a party hereto or to such Liquidity Agreement, as the case may be; and (ii) each Purchaser may assign and grant a security interest in all of its rights in the Transaction Documents, together with all of its rights and interest in the Asset Interest, to secure such Purchaser’s obligations under or in connection with the Commercial Paper Notes, the related Liquidity Agreement, and certain other obligations of such Purchaser incurred in connection with the funding of the Purchases and Reinvestments hereunder, which assignment and grant of a security interest shall not be considered an “assignment” prior to the enforcement of such security interest, for purposes of any provision of this Agreement.

  • Limitations on Assignment Except as specifically provided in Section 22.02 hereof, this Agreement may not be assigned or otherwise transferred by any of the Parties without the express prior written consent of the ISO Board which consent shall not be unreasonably withheld or delayed. Any person to which an assignment or transfer is made shall be required to demonstrate, to the reasonable satisfaction of the ISO Board, that it is capable of fulfilling the requirements of this Agreement, and such assignee shall pay all costs and expenses, including reasonable attorney fees, in connection with such assignment. Unless otherwise expressly provided in a written instrument approved by the ISO Board in connection with the consummation of such assignment or transfer, any such assignment or other transfer by a Party of any of its rights and obligations under this Agreement shall not release, or in any way modify, the assigning or transferring party’s liability for the performance of its obligations hereunder.

  • Limitation on Agreements The modifications set forth herein are limited precisely as written and shall not be deemed (a) to be a consent under or a waiver of or an amendment to any other term or condition in the Original Credit Agreement or any of the Loan Documents, or (b) to prejudice any right or rights that Administrative Agent now has or may have in the future under or in connection with the Original Credit Agreement and the other Loan Documents, each as amended hereby, or any of the other documents referred to herein or therein. The Modification Papers shall constitute Loan Documents for all purposes.

  • Restriction on Use The Contractor agrees that to the extent it receives or is given any information from NYSERDA or a NYSERDA contractor or subcontractor, the Contractor shall treat such data in accordance with any restrictive legend contained thereon or instructions given by NYSERDA, unless another use is specifically authorized by prior written approval of the NYSERDA Project Manager. Contractor acknowledges that in the performance of the Work under this Agreement, Contractor may come into possession of personal information as that term is defined in Section 92 of the New York State Public Officers Law. Contractor agrees not to disclose any such information without the consent of NYSERDA.

  • Prohibition on Non-Compete Restrictions Grantee shall not require any employees or Subcontractors to agree to any conditions, such as non-compete clauses or other contractual arrangements, that would limit or restrict such persons or entities from employment or contracting with the State of Texas.

  • Restriction on Resales Until the expiration of two years after the original issuance of the Securities, the Company will not, and will cause its "affiliates" (as such term is defined in Rule 144(a)(1) under the 0000 Xxx) not to, resell any Securities which are "restricted securities" (as such term is defined under Rule 144(a)(3) under the 0000 Xxx) that have been reacquired by any of them and shall immediately upon any purchase of any such Securities submit such Securities to the Trustee for cancellation.

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