No Effect to Transfers in Violation of Agreement. Upon any transfer of a Membership Interest in violation of this ARTICLE VII, the remaining Members shall have the right to Purchase the transferred Membership Interest as provided in SECTION 3.8F of this Agreement. In the event such Membership Interest is not purchased by the remaining Members, such transferee shall only be entitled to become an Assignee and thereafter shall only receive the share of the Company's Net Profits, Net Losses and distributions of the Company's assets to which the transferor of such Economic Interest would otherwise be entitled. The transferee shall have no right to vote or participate in the management of the business, property and affairs of the Company or to exercise any rights of a Member. Notwithstanding the immediately preceding sentences, if, in the determination of the Management Committee, a transfer in violation of this ARTICLE VII would cause the tax termination of the Company under Code Section 708(b)(1)(B), the transfer shall be null and void and the purported transferee shall not become either a Member or an Assignee. Upon and contemporaneously with any transfer (whether arising out of an attempted charge upon that Member's Economic Interest by judicial process, a foreclosure by a creditor of the Member or otherwise) of a Member's Economic Interest which does not at the same time transfer the balance of the rights associated with the Membership Interest transferred by the Member (including, without limitation, the rights of the Member to vote or participate in the management of the business, property and affairs of the Company), the Company shall purchase from the Member, and the Member shall sell to Company for a purchase price of one hundred dollars ($100), all remaining rights and interests retained by the Member that immediately before the transfer were associated with the transferred Economic Interest. Such purchase and sale shall not, however, result in the release of the Member from any liability to the Company as a Member. Each Member acknowledges and agrees that the right of the Company to purchase such rights and interests from a Member who transfers a Membership Interest in violation of this ARTICLE VII is not unreasonable under the circumstances existing as of the date hereof.
No Effect to Transfers in Violation of Agreement. Upon any ------------------------------------------------ transfer of a Membership Interest in violation of this Article VI, the transferee shall have no right to vote or participate in the management of the Company's business, property and affairs or to exercise any rights of a Member. Such transferee shall only be entitled to become an Assignee and thereafter shall only receive the share of one or more of the Company's Income, Losses and distributions of the Company's assets to which the transferor of such Membership Interest would otherwise be entitled. Notwithstanding the immediately preceding sentences, if, in the determination of the Tax Matters Partner, a transfer in violation of this Article VI would cause the tax termination of the Company under Code Section 708(b)(1)(B), the transfer shall be null and void and the purported transferee shall not become either a Member or an Assignee.
No Effect to Transfers in Violation of Agreement. Any transfer of all or any part of a Membership Unit in violation of this Article VII shall be null and void and the purported transferee shall not become either a Member or a holder of a Membership Unit.
No Effect to Transfers in Violation of Agreement. Upon any Transfer of a Membership Interest in violation of this Article 10, the Assignee shall have no right to vote or participate in the management of the business, property and affairs of the Company or to exercise any rights of a Member. Such Assignee shall only be entitled to become an Economic Interest Owner and thereafter shall only receive the Profits, Losses and Distributions to which the transferor of such Economic Interest would otherwise be entitled. Notwithstanding the immediately preceding sentences, if, in the determination of the Managers, a transfer in violation of this Article 10 would cause the termination of the Company under the Code (other than in the case of a Transfer authorized pursuant to Section 10.2(b) hereof), in the sole discretion of the Managers, the Transfer shall be null and void and the Assignee shall not become either a Member or an Economic Interest Owner.
No Effect to Transfers in Violation of Agreement. Upon any transfer of a Restricted Interest in violation of this Article VII, the transferee shall have no right to vote or participate in the management of the business, property and affairs of the Company or to exercise any rights of a Member. Such transferee shall only be entitled to become an Assignee and thereafter shall only receive the share of one or more of the Company's Net Profits, Net Losses and distributions of the Company's assets to which the transferor of such Economic Interest would otherwise be entitled. Upon and contemporaneously with any transfer (whether arising out of an attempted charge upon that Member's Economic Interest by judicial process, a foreclosure by a creditor of the Member or otherwise) of a Member's Economic Interest which does not at the same time transfer the balance of the rights associated with the Membership Interest transferred by the Member (including, without limitation, the rights of the Member to vote or participate in the management of the business, property and affairs of the Company), the Company shall purchase from the Member, and the Member shall sell to Company for a purchase price of $100, all remaining rights and interests retained by the Member that immediately before the transfer were associated with the transferred Economic Interest. Such purchase and sale shall not, however, result in the release of the Member from any liability to the Company as a Member. Each Member acknowledges and agrees that the right of the Company to purchase such remaining rights and interests from a Member who transfers a Restricted Interest in violation of this Article VII is not unreasonable under the circumstances existing as of the date hereof.
No Effect to Transfers in Violation of Agreement. A. Upon any purported transfer of a Partnership Interest in violation of this Article 9. the transferee shall not have any right to vote or participate in the management of the business, property and affairs of the Partnership or to exercise any rights of a Partner. The transfer shall be null and void and shall not confer any right or interest in the Partnership to any purported transferee.
No Effect to Transfers in Violation of Agreement. Any attempted or purported Transfer of a Membership Interest or any portion thereof or Economic Interest therein in violation of this Article VII shall be void and of no force or effect for any purpose.
No Effect to Transfers in Violation of Agreement. Upon any purported transfer of a membership interest in violation of this Article 7, the transferee shall not have any right to vote or participate in the management of the business, property and affairs of the Company or to exercise any rights of a Member. The transfer shall be null and void and shall not confer any right or interest in the Company to any purported transferee. Any purported transfer of a membership interest in violation of this Agreement will not affect the beneficial ownership of the membership interests. Thus the Member or successor thereto attempting to make the purported transfer will retain full rights in the membership interest, including the right to receive liquidating distributions and distributions of distributable cash. The Member or successor thereto attempting to make the purported transfer will likewise continue to report such Member's share of profit and loss as allocated pursuant to such Member pursuant to Article 6. If requested by any Member or Manager prior to the voting on any matter required or permitted for a Member to vote, a Member shall represent and warrant to the Company and to all other Members, individually, that the Member is not in breach of this Article 7 at the time of voting on any matter as permitted or required in this Agreement or by the Act.
No Effect to Transfers in Violation of Agreement. On any Transfer of a Membership Interest in violation of this Article 8, neither the former Member nor any Successor shall have the right to vote or participate in the management of the business, property or affairs of the Company or to exercise any rights of a Member. Such Successor shall only be entitled to become an Assignee of the Economic Interest included in such Membership Interest and assigned to such Successor, and thereafter shall only receive the share of the Company’s Profits, Losses and distributions of the Company’s assets to which the Transferor of such Economic Interest would otherwise have been entitled, which shall be effective as of the last day of the calendar month in which the Transfer is made.
No Effect to Transfers in Violation of Agreement. Any purported transfer of all or any part of a Membership Interest or Economic Interest in contravention of this Agreement shall be null and void ab initio and of no force or effect.
