Members Rights to Transfer Sample Clauses

Members Rights to Transfer. Subject to the terms of the relevant Vesting Agreement or other document pursuant to which LTIP Units are granted, a LTIP Unit Member may not transfer all or any portion of his or her LTIP Units.
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Members Rights to Transfer. A. No Member shall transfer all or any portion of its Company Interest to any transferee without the consent of the Managing Member, which consent may be withheld in its sole and absolute discretion. Nothing herein shall restrict any transfers of all or any portion of the interests in any Member by its direct or indirect members, partners, shareholders and other debt or equity investors.
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Members Rights to Transfer. (a) Subject to the terms of the relevant Vesting Agreement or other document pursuant to which LTIP Units are granted, except in connection with the exercise of a LTIP Unit Redemption Right pursuant to Section 1.11, a Member (other than the Company) may not transfer all or any portion of his or her LTIP Units without the prior written consent of the Manager, which consent may be given or withheld in the Manager’s sole and absolute discretion. (b) If a holder of LTIP Units is subject to Incapacity, the executor, administrator, trustee, committee, guardian, conservator or receiver of such Member’s estate shall have all of the rights of a Member, but not more rights than those enjoyed by other Members, for the purpose of settling or managing the estate and such power as the Incapacitated Member possessed to transfer all or any part of his, her or its membership interest in the Company. “Incapacity” or “Incapacitated” means, (i) as to any LTIP Unit Member who is an individual, death, total physical disability or entry by a court of competent jurisdiction of an order adjudicating him or her incompetent to manage his or her Person or estate; (ii) as to any Member that is an estate, the distribution by the fiduciary of the estate of its entire interest in the Company; (iii) as to any trustee of a trust which is a LTIP Unit Member, the termination of the trust (but not the substitution of a new trustee) or (iv) as to any LTIP Unit Member, the bankruptcy of such LTIP Unit Member.
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Members Rights to Transfer. (a) Except as provided in Section 11.2(b), no Member shall transfer all or any portion of its Membership Interest to any transferee without the written consent of the Class A Members, which consent may be withheld in the Class A Members’ sole and absolute discretion; provided, however, that if a Member is subject to Incapacity, such Incapacitated Member may transfer all or any portion of its Membership Interest. (b) Notwithstanding any other provision of this Article 11, a Member may transfer all or any portion of its Membership Interest to any of its Affiliates and such transferee shall be admitted as a Substituted Member, all without obtaining the consent of the Class A Members, unless such Affiliate does not qualify as an “accredited investor” as such term is defined in Rule 501(a) of Regulation D. (c) If a Member is subject to Incapacity, the executor, administrator, trustee, committee, guardian, conservator or receiver of such Member’s estate shall have all of the rights of a Member, but not more rights than those enjoyed by other Members, for the purpose of settling or managing the estate and such power as the Incapacitated Member possessed to transfer all or any part of his or its interest in the Company. The Incapacity of a Member, in and of itself, shall not dissolve or terminate the Company. (d) Without limiting the generality of Section 11.2(b), the Class A Members may prohibit any transfer by a Member of its Membership Interest if, in the opinion of legal counsel to the Company or the Class A Members, such transfer would require filing of a registration statement under the Securities Act or would otherwise violate any federal or state securities laws or regulations applicable to the Company or the Membership Units. (e) No transfer by a Member of its Membership Units may be made to any Person if (i) in the opinion of legal counsel for the Company or the Class A Members, it could result in the Company being treated as an association taxable as a corporation or a Publicly Traded partnership within the meaning of either Code Section 469(k)(2) or 7704(b), (ii) such transfer could be treated as effectuated through an “established securities market” or a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code, (iii) such transfer could cause the Company to become, with respect to any employee benefit plan subject to Title I of ERISA or to Section 4975 of the Code, a “party-in-interest” (as defined in S...
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Members Rights to Transfer. (a) Except as set forth in Sections 8.3(b) and 8.3(c), no Member may transfer all or any portion of its LLC Interest, or any of such Member's economic rights as a Member, without the prior written consent of the Manager Member, which consent may not be unreasonably withheld. (b) Notwithstanding the provisions of Section 8.3(a), if a Member is subject to Incapacity, the executor, administrator, trustee, committee, guardian, conservator or receiver of such Member's estate shall have all of the rights of a Member, but not more rights than those enjoyed by other Members, for the purpose of settling or managing the estate and such power as the Member possessed prior to becoming Incapacitated to transfer all or any part of his or its interest in the LLC. (c) Notwithstanding the provisions of Section 8.3(a), but subject to Sections 8.3(d), (e) and (f) below, a Member may, after the first anniversary of the Effective Date, or at any time if such transfer is by operation of the laws of descent and distribution, and subject to such transfer not violating the proviso contained in Section 2.3, and upon not less than five (5) Business Days prior written notice containing the identity and address of the proposed transferee and such other information about such proposed transferee as the Manager Member shall reasonably request to enable it to determine that such proposed transfer is permitted hereunder and does not violate the proviso contained in Section 2.3, transfer all or a portion of its LLC Interest to (i) a Person who is, at the time of the transfer, an existing Member, (ii) in the case of a Member that is an entity, a Person who, at the time of the transfer, is entitled to receive distributions from, or is a beneficiary of, that entity, (iii) a Person who is a member of such Member's Family Group, (iv) a charitable organization (registered as such under Section 501(c)(3) of the Code) as a gift, or (v) subject to Section 8.3(f) below, any lenders to such Member through a pledge of such Member's LLC Interest; provided, however, that, notwithstanding any other provision herein, no transfer may be made to a Person who (x) does not qualify as an "accredited investor" within the meaning of Regulation D under the Securities Act of 1933, as amended, (y) is a foreign person within the meaning of Section 1445 of the Code, or (z) is a country, territory, individual or entity named on the lists maintained by the Office of Foreign Assets Control. (d) Without limiting the fore...
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Members Rights to Transfer. A. Subject to the provisions of Section 9.3, Xxxxxx Member may not Transfer all or any part of its Interest without the prior written consent of Beacon Member except for Transfers: (i) to a Control Affiliate of Xxxxxx Pacific Properties, Inc., a Maryland corporation, and Xxxxxx Pacific Properties, L.P., a Maryland limited partnership (collectively, “Xxxxxx Parent”), for so long as Xxxxxx Member is an Affiliate of Xxxxxx Parent; or (ii) as part of a merger, consolidation or similar transaction involving a sale or transfer of all or a substantial portion of the assets owned by Xxxxxx Parent or its Control Affiliate, for so long as Xxxxxx Member is an Affiliate of Xxxxxx Parent, or (iii) of, or the issuance of, direct or indirect partnership interests, membership interests or stock interests in Xxxxxx Parent, for so long as Xxxxxx Member is an Affiliate of Xxxxxx Parent, or (iv) made in compliance with the provisions of Section 9.7.B. and if, but only if, to the extent required under the Loan, the Transfer is to a permitted transferee under the Loan and the transferee in connection with such transfer agrees that it will maintain its status as such permitted transferee so long as the Loan requires that such status be maintained. B. Subject to the provisions of Section 9.3, Beacon Member may not Transfer all or any part of its Interest without the prior written consent of Xxxxxx Member except for Transfers: (i) to a Control Affiliate of BCSP IV or Beacon Fund, for so long as a Beacon Member is an Affiliate of BCSP IV or Beacon Fund (as applicable), or (ii) as part of a merger, consolidation or similar transaction involving a sale or transfer of all or a substantial portion of the assets owned directly or indirectly by BCSP IV or Beacon Fund or a Control Affiliate of either of them, for so long as a Beacon Member is an Affiliate of BCSP IV or Beacon Fund (as applicable), or (iii) of, or the issuance of, direct or indirect partnership interests, membership interests or stock interests in BCSP IV or Beacon Fund, for so long as a Beacon Member is an Affiliate of BCSP IV or Beacon Fund (as applicable), or (iv) made in compliance with the provisions of Section 9.6 or Section 9.7.B. and if, but only if, to the extent required under the Loan, the Transfer is to a permitted transferee under the Loan and the transferee in connection with such transfer agrees that it will maintain its status as such permitted transferee so long as the Loan requires that such status be mai...
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Members Rights to Transfer 
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Related to Members Rights to Transfer

  • Limited Partners Rights to Transfer (a) Subject to the provisions of Sections 11.3(c), 11.3(d), 11.3(e), 11.4 and 11.6, a Limited Partner may, without the consent of the General Partner, Transfer all or any portion of its Limited Partner Interest, or any of such Limited Partner’s economic right as a Limited Partner. In order to effect such transfer, the Limited Partner must deliver to the General Partner a duly executed copy of the instrument making such transfer and such instrument must evidence the written acceptance by the assignee of all of the terms and conditions of this Agreement and represent that such assignment was made in accordance with all applicable laws and regulations. (i) If a Limited Partner is Incapacitated, the executor, administrator, trustee, committee, guardian, conservator or receiver of such Limited Partner’s estate shall have all of the rights of a Limited Partner, but not more rights than those enjoyed by other Limited Partners, for the purpose of settling or managing the estate and such power as the Incapacitated Limited Partner possessed to Transfer all or any part of his or its interest in the Partnership. (ii) The Incapacity of a Limited Partner, in and of itself, shall not dissolve or terminate the Partnership. (c) The General Partner may prohibit any Transfer by a Limited Partner of its Partnership Units if it reasonably believes (based on the advice of counsel) such Transfer would require filing of a registration statement under the Securities Act of 1933, as amended, or would otherwise violate any federal or state securities laws or regulations applicable to the Partnership or the Partnership Units. (d) No Transfer by a Limited Partner of its Partnership Units may be made to any Person if (i) it would adversely affect the ability of the General Partner to continue to qualify as a REIT or would subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code; (ii) it would result in the Partnership being treated as an association taxable as a corporation for federal income tax purposes; (iii) such Transfer would cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA, a “party-in-interest” (as defined in Section 3(14) of ERISA) or a “disqualified person” (as defined in Section 4975(c) of the Code); (iv) such Transfer would, in the opinion of legal counsel for the Partnership, cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.2-101; (v) such Transfer would subject the Partnership to regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or the Employee Retirement Income Security Act of 1974, each as amended; (vi) without the consent of the General Partner, which consent may be withheld in its sole and absolute discretion, such Transfer is a sale or exchange, and such sale or exchange would, when aggregated with all other sales and exchanges during the 12-month period ending on the date of the proposed Transfer, result in 50% or more of the interests in Partnership capital and profits being sold or exchanged during such 12-month period; or (vii) such Transfer is effectuated through an “established securities market” or a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code. (e) No transfer of any Partnership Units may be made to a lender to the Partnership or any Person who is related (within the meaning of Regulations Section 1.752-4(b)) to any lender to the Partnership whose loan constitutes a nonrecourse liability (within the meaning of Regulations Section 1.752-1(a)(2)), without the consent of the General Partner, which may be withheld in its sole and absolute discretion, provided that as a condition to such consent the lender will be required to enter into an arrangement with the Partnership and the General Partner to exchange for the Cash Amount any Partnership Units in which a security interest is held simultaneously with the time at which such lender would be deemed to be a partner in the Partnership for purposes of allocating liabilities to such lender under Section 752 of the Code. (f) Any Transfer in contravention of any of the provisions of this Section 11.3 shall be void and ineffectual and shall not be binding upon, or recognized by, the Partnership.

  • Holder’s Right to Transfer If all of the Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section, then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price, provided that such sale or other transfer is consummated within 120 days after the date of the Notice, that any such sale or other transfer is effected in accordance with any applicable securities laws and that the Proposed Transferee agrees in writing that the provisions of this Section shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.

  • Xxxxxx’s Right to Transfer If all of the Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section 5, then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price, provided that such sale or other transfer is consummated within one hundred and twenty (120) days after the date of the Notice, that any such sale or other transfer is effected in accordance with any applicable securities laws and that the Proposed Transferee agrees in writing that the provisions of this Section 5 shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.

  • Right to Transfer The Purchaser shall have the right to sell or otherwise transfer the Subject Shares at any time in its sole discretion, subject to the transfer restrictions contained in Section 2.02 of the Purchase Agreement. Upon the transfer of the Subject Shares by the Purchaser to any third party (other than a transfer to an Affiliate of the Purchaser in which case such Subject Shares shall remain subject to this Agreement) such Subject Shares shall no longer be subject to this Agreement; provided, however, in connection with an Excluded Transfer: (a) of the type specified in clause (1) of the definition of Excluded Transfer, the Subject Shares shall remain subject to this Agreement until such time as the Fund, upon the request of the Purchaser, enters into a voting arrangement satisfying Section 12(d)(1)(E)(iii) of the 1940 Act; (b) of the type specified in clauses (3) or (4) of the definition of Excluded Transfer, to the extent the Purchaser retains the right to vote or direct voting in connection with such transactions, the Subject Shares shall remain subject to this Agreement until such time as there is a default by the Purchaser under such repurchase transaction or collateral pledge arrangement; and (c) of the type specified in clauses (3) or (4) of the definition of Excluded Transfer, to the extent the Purchaser does not retain the right to vote or direct voting of such Subject Shares in such transactions, such transactions do not permit the removal of the Subject Shares’ rights transferred to the Voting Trust pursuant to this Agreement within the first 60 days of closing of such transferee becoming the Beneficial Owner of such Subject Shares unless there is a default by the Purchaser under such repurchase transaction or collateral pledge arrangement.

  • Consent to Transfer (1) If the Land sold is leasehold, this contract is subject to any necessary consent to the transfer of the lease to the Buyer being obtained by the Settlement Date. (2) The Seller must apply for the consent required as soon as possible. (3) The Buyer must do everything reasonably required to help obtain this consent.

  • Refusal to Transfer The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred.

  • Conditions to Transfer Prior to any such proposed transfer, and as a condition thereto, if such transfer is not made pursuant to an effective registration statement under the Securities Act, the Holder will, if requested by the Company, deliver to the Company (i) an investment covenant signed by the proposed transferee, (ii) an agreement by such transferee to the impression of the restrictive investment legend set forth herein on the certificate or certificates representing the securities acquired by such transferee, (iii) an agreement by such transferee that the Company may place a "stop transfer order" with its transfer agent or registrar, and (iv) an agreement by the transferee to indemnify the Company to the same extent as set forth in the next succeeding paragraph.

  • Assignee’s Rights As Purchaser a. Notwithstanding any provisions to the contrary in these Conditions of Sale, the Assignee shall be entitled to bid for the Property whether by itself or its agent and without having to pay any deposit whatsoever. b. In the event the Assignee is declared the Purchaser:- (i) The Assignee is at liberty to set off the purchase price or so much as is applicable against the indebtedness owing to the Assignee under the loan/financing and the Security Documents on the date of successful sale plus costs and expenses for the sale and all other costs and expenses whatsoever incidental thereto; (ii) If approvals from any relevant authorities are required in respect of the purchase, then the Assignee shall apply for the approvals after the successful bid and shall only be required to set off the purchase price or so much as is applicable against the indebtedness owing to the Assignee under the loan/financing and the Security Documents on the date of successful sale plus costs and expenses for the sale and all other costs and expenses whatsoever incidental thereto within ninety (90) days from the date of receipt by the Assignee of all the approvals; (iii) However for avoidance of doubt, nothing in the foregoing shall restrict the Assignee’s right or discretion to pay the full purchase price by way of set off before the approvals have been obtained; (iv) If any of the approvals are not obtained or are obtained but subject to conditions which are not acceptable to the Assignee, the Assignee shall be entitled to terminate the purchase of the Property and the purchase price or part thereof paid including the deposit which has been paid by way of a reduction of the indebtedness owing to the Assignee or by way of set off shall be reversed and parties shall be placed back in position as if this sale has not taken place; (v) The Assignee shall be entitled at its absolute discretion to assign, novate or transfer all or any of its rights, obligations and interests hereunder to a third party in the event that the Assignee exercises its rights to bid for and/or purchase the Property. - Vis-à-vis The Auction c. The Assignee shall be and is hereby at liberty to postpone, adjourn, stand down, call off, withdraw or vacate the auction sale at any time before the fall of hammer with or without notice and without having to provide any reason(s) or ground(s) whatsoever. d. Thereafter, the Assignee is entitled to resell the Property at any time subject to such conditions and provisions whether identical with or differing wholly or in part from the conditions and provisions applicable to the Property to be auctioned at the present auction and in such manner as the Assignee may think fit.

  • NO ASSIGNMENT OF REGISTRATION RIGHTS The rights under this Agreement shall not be assignable.

  • Registration Rights; Rights of Participation Except as set forth on Schedule 6(b) to the Registration Rights Agreement, the Company has not granted or agreed to grant to any Person any rights (including "piggy-back" registration rights) to have any securities of the Company registered with the Commission or any other governmental authority which has not been satisfied. Except as set forth on Schedule 6(b) to the Registration Rights Agreement, no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents.

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