Invalid Transfers Void. Any purported Transfer of an Interest or any part thereof not in compliance with the provisions of this ARTICLE 7 shall be void and of no force or effect and the transferring Member shall be liable to the other Members and the Company for all liabilities, obligations, damages, losses, costs and expenses (including reasonable attorneys’ fees and court costs) arising out of such non-complying Transfer.
Invalid Transfers Void. Notwithstanding anything contained herein to the contrary, no transfer of a Partnership Interest may be made if such transfer (i) would violate the then applicable federal or state securities laws or rules and regulations of the Securities and Exchange Commission, state securities commissions, the Communications Act of 1934, or rules and regulations of the FCC and any other government agencies with jurisdiction over such transfer or (ii) would affect the Company’s existence or qualification under the Act. In the event a transfer of a Partnership Interest is otherwise permitted hereunder, notwithstanding any provision hereof, no Partner shall transfer all or any portion of such Partner’s Partnership Interest unless and until such Partner, upon the request of the Company, delivers to the Company an opinion of counsel, addressed to the Company, reasonably satisfactory to the Company, to the effect that (1) such Partnership Interest has been registered under the Securities Act and any applicable state securities laws, or that the proposed transfer of such Partnership Interest is exempt from any registration requirements imposed by such laws and that the proposed transfer does not violate any other applicable requirements of federal or state securities laws and (2) that such transfer will not result in the Company being taxed as a corporation or as an association taxable as a corporation. Such opinion shall not be deemed delivered until the Company confirms to such Partner that such opinion is acceptable, which confirmation will not be unreasonably withheld. Any purported transfer of any Partnership Interest or any part thereof not in compliance with this Article VIII or the Investment Agreement shall be void and of no force or effect and the Transferring Partner shall be liable to the other Partners and the Company for all liabilities, obligations, damages, losses, costs and expenses (including reasonable attorneys’ fees and court costs) arising as a result of such noncomplying transfer.
Invalid Transfers Void. Any purported Transfer of an Interest or any part thereof not in compliance with the provisions of this Article 9 shall be void and of no force or effect and the transferring Member shall be liable to the other Members and the Company for all liabilities, obligations, damages, losses, costs and expenses (including but not limited to reasonable attorneys' fees and court costs) arising out of such noncomplying Transfer.
Invalid Transfers Void. Any purported transfer of any Partnership Interest or any part thereof not in compliance with this Article 10 shall be void and of no force or effect and the transferring Partner shall be liable to the other Partners and the Partnership for all liabilities, obligations, damages, losses, costs and expenses (including reasonable attorneys' fees and court costs) arising as a result of such noncomplying transfer.
Invalid Transfers Void. 30 Section 8.5 Change in Ownership............................................ 30 Section 8.6 Effect of Transfer; Exclusions................................. 31
Invalid Transfers Void. Notwithstanding anything contained herein to the contrary, no transfer of a Membership Interest may be made if such transfer (i) would violate the registration requirements of then applicable federal or state securities laws or rules and regulations of the Securities and Exchange Commission, state securities commissions, or any other government agencies with jurisdiction over such transfer or (ii) would affect the Company’s existence or qualification under the Act. Any purported transfer of any Membership Interest or any part thereof not in compliance with this Article VIII shall be void and of no force or effect and the transferring Member shall be liable to the other Members and the Company for all liabilities, obligations, damages, losses, costs and expenses (including reasonable attorneys’ fees and court costs) arising as a result of such non-complying transfer.
Invalid Transfers Void. Any purported sale, transfer, pledge, encumbrance, hypothecation, grant of a security interest or assignment in violation of this Agreement shall be void and of no force or effect and shall in no way limit, modify, alter or impair the Members obligations under this Agreement or create any rights on the part of the purported transferee, assignee or creditor against the LLC or the other Member.
Invalid Transfers Void. 47 9.7 Determination of Fair Market Value................................................................47 9.8 Change of Control of DCC..........................................................................48 9.9 Buy-Sell Procedure................................................................................49 9.10 IPO...............................................................................................51
Invalid Transfers Void. Any purported Transfer of any interest in the Partnership or any part thereof not in compliance with this Article 7 shall be null and void and of no force and effect, and the transferring Partner shall be liable to the other Partners and the Partnership for all Costs arising from and relating to such noncomplying Transfer:
Invalid Transfers Void. 68 10.7. Change in Ownership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69 10.8. Change of Control - ATI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69 10.9. USW Option To Effect Exchange Into Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
