No Effect to Transfers in Violation of Agreement. Upon any transfer of a Membership 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 Profits, Losses and distributions of the Company's assets to which the transferor of such Economic Interest would otherwise be entitled. Notwithstanding the immediately preceding sentences, if, in the determination of the Manager, a transfer in violation of this Article VII would cause the Company to be treated as a PTP taxable as a corporation or 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.
Appears in 2 contracts
Samples: Operating Agreement (Freedom Securities Corp /De/), Operating Agreement (Freedom Securities Corp /De/)
No Effect to Transfers in Violation of Agreement. Upon any transfer of a Membership 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 Profits, Losses and distributions of the Company's assets to which the transferor of such Economic Interest would otherwise be entitled. Notwithstanding the immediately preceding sentences, if, in the determination of the Manager, a transfer in violation of this Article VII would cause the Company to be treated as a PTP taxable as a corporation or 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.
Appears in 2 contracts
Samples: Operating Agreement (Freedom Securiteis Corp /De/), Operating Agreement (Freedom Securities Corp /De/)
No Effect to Transfers in Violation of Agreement. Upon any transfer of a Membership Interest in violation of this Article VII7, 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 Distributional Interest Owner and thereafter shall only receive the share of one or more of the Company's Profitstaxable income, Losses taxable loss and distributions Distributions of the Company's assets to which the transferor of such Economic Distributional Interest would otherwise be entitled. Notwithstanding the immediately preceding sentences, if, in the determination of the Manager, a transfer in violation of this Article VII 7 would cause the Company to be treated as a PTP taxable as a corporation or cause the tax termination of the Company under Code Section 708(b)(1)(B)708(b) of the Code, in the sole discretion of the Manager, the transfer shall be null and void and the purported transferee shall not become either a Member or an AssigneeDistributional Interest Owner.
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