Member Transfers. (a) Except as otherwise agreed to in writing between the Managing Member and the applicable Member and reflected in the books and records of the Company, no Member or Assignee thereof may Transfer (including pursuant to an Exchange Transaction) all or any portion of its Units or other interest in the Company (or beneficial interest therein) without the prior consent of the Managing Member, which consent may be given or withheld, or made subject to such conditions (including, without limitation, the receipt of such legal opinions and other documents that the Managing Member may require) as are determined by the Managing Member, in each case in the Managing Member’s sole discretion, and which consent may be in the form of a plan or program entered into or approved by the Managing Member, in its sole discretion. Any such determination in the Managing Member’s discretion in respect of Units shall be final and binding. Such determinations need not be uniform and may be made selectively among Members, whether or not such Members are similarly situated, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. Any purported Transfer of Units that is not in accordance with, or subsequently violates, this Agreement shall be, to the fullest extent permitted by law, null and void.
(b) Notwithstanding the foregoing, the parties hereto agree that the Managing Member shall not unreasonably withhold consent to any Transfer of Units (i) by will or intestacy; (ii) as a bona fide gift or gifts; (iii) to any trust, partnership, limited liability company or other entity for the direct or indirect benefit of the holder or the immediate family of such holder; (iv) to any immediate family member or other dependent of the holder; (v) as a distribution to limited partners, members or stockholders of the holder; (vi) to the holder’s affiliates or to any investment fund or other entity controlled or managed by the holder; (vii) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under the foregoing clauses (i) through (vi); or (viii) pursuant to an order of a court or regulatory agency.
(c) Notwithstanding anything otherwise to the contrary in this Section 8.02, each Member may Transfer Units in Exchange Transactions pursuant to, and in accordance with, the Exchange Agreement; provided that such Exchange Transactions shall be effected in compliance with policies that the Managing...
Member Transfers. 24.1 An individual Member from one academic unit may request to be transferred, in whole or in part, to another academic unit to which he/she is qualified, by written application to the Xxxxxxx.
24.2 The agreement of a majority of the voting members of both the sending and the receiving academic units will be required in order to approve an individual Member transfer.
24.3 The Xxxxxxx will make the final decision on the transfer and will confirm the decision in writing to the Member. The decision of the Xxxxxxx will be final and is not grievable under the Collective Agreement.
24.4 The decision to fill the vacated position in the sending unit is at the discretion of the Employer in consultation with the sending academic unit. The decision of the Xxxxxxx will be final and is not grievable under the Collective Agreement.
24.5 Members who transfer will suffer no loss in rank, salary, benefits or seniority.
Member Transfers. 24.1 An individual Member from one academic unit may request to be transferred, in whole or in part, to another academic unit to which he/she is qualified, by written application to the Vice-President, Academic and Research.
24.2 The agreement of a majority of the voting members of both the sending and the receiving academic units will be required in order to approve an individual member transfer.
24.3 The Vice-President, Academic and Research, will make the final decision on the transfer and will confirm the decision in writing to the Member. The decision of the Vice- President, Academic and Research, will be final and is not grievable under the Collective Agreement.
24.4 The decision to fill the vacated position in the sending unit is at the discretion of the employer in consultation with the sending academic unit. The decision of the Vice- President, Academic and Research, will be final and is not grievable under the Collective Agreement.
24.5 Members who transfer will suffer no loss in rank, salary, benefits or seniority.
Member Transfers. (a) No Member shall be permitted to Transfer all or any portion of its Units, except Transfers made in accordance with the provisions of Section 8.03(b). If, notwithstanding the provisions of this Section 8.03(a), all or any portion of a Member’s Units are Transferred by such Member in violation of this Section 8.03(a), involuntarily, by operation of Law or otherwise, the Transferee of such Units (or portion thereof) shall not be admitted to the Company as a Member nor be entitled to any rights as a Member under this Agreement, and the Transferor will continue to be bound by all obligations under this Agreement. Any attempted or purported Transfer of all or a portion of a Member’s Units in violation of this Section 8.03(a) shall, to the fullest extent permitted by Law, be null and void ab initio and of no force or effect whatsoever. Subject to the restrictions set forth herein, (i) no shares of Class V Common Stock may be Transferred by a Member unless an equal number of Class A Units are Transferred therewith in accordance with this Agreement (including in respect of those Transfers permitted by Section 8.03(b)), and (ii) no Class A Units may be Transferred by a Member holding Class V Common Stock unless an equal number of shares of Class V Common Stock are Transferred therewith in accordance with this Agreement (including in respect of those Transfers permitted by Section 8.03(b)).
(b) The Transfer restrictions contained in Section 8.03(a) shall not apply to any Transfer (each, a “Permitted Transfer”): (i) in connection with an Class A Exchange or the Class C Exchange Right, in either case, effected in accordance with the provisions of this Agreement, (ii) by a Member to Pubco or any of its wholly-owned Subsidiaries, (iii) by a Member to any of such Member’s Permitted Transferees, in each case, in accordance with this Section 8.03 or (iv) by a holder of Class C Units as permitted pursuant to the FTAC Warrant Agreement (subject to the terms and conditions thereof and hereof); provided however, that, following any Permitted Transfer pursuant to clause (iii) or clause (iv), the restrictions contained in this Agreement will continue to apply to such Units and, as a condition to such Transfer, the Transferee shall be required to execute a joinder to this Agreement and agree in writing to be bound by the provisions of this Agreement. In the case of a Permitted Transfer of any Class A Units by a Continuing Member, such Transferring Member shall be required to T...
Member Transfers. (a) No Member or Assignee thereof may Transfer (including by exchanging in an Exchange Transaction) all or any portion of its Units or other interest in the Company (or beneficial interest therein) without the prior consent of the Board, which consent may be given or withheld, or made subject to such conditions (including, without limitation, the receipt of such legal opinions and other documents that the Board may require) as are determined by the Board, in each case in the Board’s sole discretion. Any such determination in the Board’s discretion in respect of Units shall be final and binding. Such determinations need not be uniform and may be made selectively among Members, whether or not such Members are similarly situated, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. Any purported Transfer of Units that is not in accordance with, or subsequently violates, this Agreement shall be, to the fullest extent permitted by Law, null and void.
(b) Subject to Section 8.03, the Board may consider consenting to an exchange or Transfer of Common Units in an Exchange Transaction pursuant to the terms of the Exchange Agreement. In the case of a Transfer of Common Units in connection with an Exchange Transaction, the Percentage Interests of the Members shall be appropriately adjusted to provide for, as applicable, a decrease in the number of Common Units owned by the exchanging Member and an increase in the number of Common Units owned by APO UK (FC).
(c) Subject to Section 8.04, the Board may consider consenting to an exchange or Transfer of Units by a Member that is a party to a Roll-up Agreement pursuant to the terms and provisions thereof.
Member Transfers. To the fullest extent permitted by law, and except as provided in the following sentence and in Section 9.9, no Member or Assignee thereof may Transfer all or any portion of its Interest (or beneficial interest therein), directly or indirectly, without the prior written consent of the Manager, which consent may be given or withheld, or made subject to such conditions as are determined by the Manager, in the Manager’s sole discretion. Notwithstanding the immediately preceding sentence, but subject to Sections 9.4 and 9.7, any Member or Assignee may Transfer all or any portion of its Interest (or beneficial interest therein), without the consent of the Manager to: (a) any Affiliate (for so long as such Affiliate remains an Affiliate of the transferor); provided that if any Member (or Assignee thereof) Transfers all or any portion of its Interest (or beneficial interest therein) to an Affiliate and such Affiliate ceases to be an Affiliate of the transferor at any time thereafter, then such transferor and such transferee shall be in material breach of this Agreement with respect to all Interests held by either of them in CF LLC; (b) any other Member; and/or (c) any member of such Member’s Immediate Family. To the fullest extent permitted by law, any purported Transfer which is not in accordance with, or subsequently violates, this Agreement shall be null and void.
Member Transfers. An individual Member from one academic unit may request to be transferred, in whole or in part, to another academic unit to which the Member is qualified, by written application to the Xxxxxxx.
Member Transfers. Notwithstanding anything to the contrary herein, any member of Manager may assign its rights and obligations under Manager's Operating Agreement to another member of Manager, in whole or in part, without Sprint PCS' consent if such transfer does not result in a "Change in Control" of Manager, as defined in Section 17.15.3(e) of the agreement.
Member Transfers. (a) A Member (including the Managing Member) may Transfer all or any portion of its Units (either with or without the corresponding shares of Common Stock), and may permit its Transferees to Transfer all or any portion of the Units Transferred to them (either with or without the corresponding shares of Common Stock), as long as (and in addition to any other requirements of the Member under this Agreement with respect to such Transfer):
(i) at least ten days prior to consummating a Transfer (whether by the Member or by its Transferee), the Member (or the applicable Transferee) notifies the Managing Member in writing,
(ii) as a condition to consummating the Transfer, any Transferee (other than (x) a Transferee in an Exchange Transaction, (y) a Permitted Transferee or a Permitted Designee and (z) as provided in Section 8.8(h), Eagle River) (any such Transferee, an “Assignee”) executes and delivers to the LLC and the Members an Assignee Agreement in the form attached as Exhibit E, and
(iii) the Transfer (whether by the Member or by its Transferee) would not cause the Initial Units of the applicable Member’s Equityholder Group (as defined in subsection (b) below) to be held of record by more than that Equityholder Group’s Maximum Number of Holders (as set forth on Exhibit F) and would not cause the Initial Units of the applicable Member’s Equityholder Group to be considered to be held, for purposes of Regulations Section 1.7704-1(h)(1), taking into account the rules of Regulations Section 1.7704-1(h)(3), by a number of partners for purposes of Code Section 7704 that is greater than the Maximum Number of Holders of the applicable Equityholder Group. For purposes of determining the number of holders of record of an Equityholder Group’s Initial Units, except as provided in the remainder of this subsection (iii), each Person will be treated as a separate holder, regardless of whether the Person is an Affiliate of another holder, a Permitted Transferee of another holder, or otherwise. Notwithstanding the foregoing, another Person will not be treated as a separate holder of record (solely for determining the number of holders of record as a result of the Transfer to that Person) as long as that Person already held Units immediately prior to the applicable Transfer (“Preexisting Holder”). Any subsequent Transfers by a Preexisting Holder of the Units Transferred to it in accordance with the immediately preceding sentence will be treated as subsequent Transfers by the E...
Member Transfers. (a) Upon not less than fifteen (15) days advance written notice to the Company and effective as of the first day of the next calendar month, any Member may Transfer any of the Units held by it to any of its Affiliates and such transferee shall become a Member hereunder (an "Affiliate Member"), provided that (i) such transferee shall execute a counterpart of this Agreement, agreeing thereby to be bound by all of the provisions hereof and (ii) in the event that such transferee would at any time thereafter cease to be an Affiliate of the CSK Group or the G-P Group, as the case may be, then the Units so transferred to such former Affiliate shall be Transferred back to CSK or G-P, or an Affiliate of their respective Groups, as applicable, prior to such CSK Group Affiliate or G-P Group Affiliate ceasing to be such (and if such transfer back does not occur prior to the Affiliate ceasing to be such, the transaction which results in the transferee ceasing to be an Affiliate shall be deemed a Transfer which is subject to the restrictions of this Section 7.3).
(b) Notwithstanding anything herein to the contrary, G-P or an Affiliate Member of G-P may transfer its Units or interests in its Units to any third party at any time after the tenth anniversary of the date hereof, provided that such transferee shall execute a counterpart of this Agreement, agreeing thereby to be bound by all of the provisions hereof.
