Common use of Minimum Transfer Restriction Clause in Contracts

Minimum Transfer Restriction. Any Transferring Member must Transfer not less than the lesser of (A) five hundred (500) Membership Units or (B) all of the remaining Membership Units owned by such Transferring Member, without, in each case, the Consent of the Managing Member; provided, however, that, for purposes of determining compliance with the foregoing restriction, all Membership Units owned by Affiliates of a Member shall be considered to be owned by such Member.

Appears in 4 contracts

Samples: Operating Agreement (Healthpeak Properties, Inc.), Limited Liability Company Agreement (Kimco Realty OP, LLC), Limited Liability Company Agreement (Kimco Realty Corp)

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Minimum Transfer Restriction. Any Transferring Member must Transfer not less than the lesser of (Ai) five hundred Company Units with a Value of not less than $5,000,000 (500as adjusted for any unit split, unit distribution, reverse unit split, reclassification or similar event, in each case with such adjustment being determined by the Managing Member) Membership Units or (Bii) all of the remaining Membership Company Units owned by such Transferring Member, without, in each case, the Consent of the Managing Member; provided, however, that, for purposes of determining compliance with the foregoing restriction, all Membership Company Units owned by Affiliates of a Non-Managing Member shall be considered to be owned by such Non-Managing Member.

Appears in 3 contracts

Samples: Limited Liability Company Operating Agreement (Genesis Healthcare, Inc.), Purchase and Contribution Agreement (Skilled Healthcare Group, Inc.), Purchase and Contribution Agreement (Skilled Healthcare Group, Inc.)

Minimum Transfer Restriction. Any Transferring Member must Transfer not less than the lesser of (A) five hundred (500) Membership Company Units or (B) all of the remaining Membership Company Units owned by such Transferring Member, without, in each case, the Consent of the Managing Member; provided, however, that, for purposes of determining compliance with the foregoing restriction, all Membership Company Units owned by Affiliates of a Member shall be considered to be owned by such Member.

Appears in 2 contracts

Samples: Operating Agreement (Lineage, Inc.), Operating Agreement (Lineage, Inc.)

Minimum Transfer Restriction. Any Transferring Member must Transfer not less than the lesser of (Ai) five hundred (500) Membership Units or (Bii) all of the remaining Membership Units owned by such Transferring Member, without, in each case, the Consent consent of the Managing MemberBoard; provided, however, however that, for purposes of determining compliance with the foregoing restriction, all Membership Units owned by Affiliates of a Member shall be considered to be owned by such Member.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Mobile Infrastructure Corp), Agreement and Plan of Merger (Mobile Infrastructure Corp)

Minimum Transfer Restriction. Any Transferring Member must Transfer not less than the lesser of (Ai) five hundred Five Hundred (500) Membership Units or (Bii) all of the remaining Membership Units owned by such Transferring Member, without, in each case, the Consent of the Managing Member; provided, however, that, for purposes of determining compliance with the foregoing restriction, all Membership Units owned by Affiliates of a Member shall be considered to be owned by such Member.

Appears in 1 contract

Samples: Master Combination Agreement (NorthStar Real Estate Income II, Inc.)

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Minimum Transfer Restriction. Any A Transferring Member must may not Transfer not less than the lesser of (A) five hundred (500) Membership Units or (B) all of the remaining Membership Units then owned by such Transferring Member, without, in each case, Member without the Consent consent of the Managing Member, which may be withheld in its sole discretion; provided, however, that, for purposes of determining compliance with the foregoing restriction, all Membership Units owned by Affiliates of a Member shall be considered to be owned by such Member.

Appears in 1 contract

Samples: Investment Agreement (Easterly Acquisition Corp.)

Minimum Transfer Restriction. Any Transferring transferring Member must Transfer not less than the lesser of (Ai) two thousand five hundred (5002,500) Membership Units or (Bii) all of the remaining Membership Units owned by such Transferring Member, without, in each case, the Consent of the Managing transferring Member; provided, however, that, for purposes of determining compliance with the foregoing restriction, all Membership Units owned by Affiliates of a Member shall be considered to be owned by such Member.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Alexander & Baldwin, Inc.)

Minimum Transfer Restriction. Any A Transferring Member must may not Transfer not less than the lesser of (A) five hundred (500) Membership Units or (B) all of the remaining Membership Units then owned by such Transferring Member without the consent of the Operating Managing Member, without, which may be withheld in each case, the Consent of the Managing Memberits sole discretion; provided, however, that, for purposes of determining compliance with the foregoing restriction, all Membership Units owned by Affiliates of a Member shall be considered to be owned by such Member.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Five Point Holdings, LLC)

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