Common use of No Effect to Transfers in Violation of Agreement Clause in Contracts

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.

Appears in 2 contracts

Samples: Operating Agreement (Zhone Technologies Inc), Operating Agreement (Zhone Technologies Inc)

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No Effect to Transfers in Violation of Agreement. Upon any transfer ------------------------------------------------ transfer of a Membership Interest in violation of this Article VIVII, the transferee shall have no right to vote or participate in the management of the Company's 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 IncomeNet Profits, Net Losses and distributions of the Company's assets to which which. the transferor of such Membership Economic Interest would otherwise be entitled. Notwithstanding the immediately preceding sentences, if, in the determination of the Tax Matters PartnerManagers, a transfer in violation of this Article VI 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 Assigneevoid.

Appears in 2 contracts

Samples: Operating Agreement (Auto Marketing Network Inc), Operating Agreement (Franchise Mortgage Acceptance Co)

No Effect to Transfers in Violation of Agreement. Upon any ------------------------------------------------ transfer of a Membership Interest in violation of this Article VIVII, the transferee shall have no right to vote or participate in the management of the Company's 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 IncomeProfits, Losses and distributions of the Company's assets to which the transferor of such Membership Economic Interest would otherwise be entitled. Notwithstanding the immediately preceding sentences, if, in the determination of the Tax Matters PartnerManager, a transfer in violation of this Article VI 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 VIVII, the transferee shall have no right to vote or participate in the management of the Company's 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 IncomeProfits, Losses and distributions of the Company's assets to which the transferor of such Membership Economic Interest would otherwise be entitled. Notwithstanding the immediately preceding sentences, if, in the determination of the Tax Matters PartnerManager, a transfer in violation of this Article VI 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.

Appears in 2 contracts

Samples: Operating Agreement (Freedom Securities Corp /De/), Operating Agreement (Freedom Securiteis Corp /De/)

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No Effect to Transfers in Violation of Agreement. Upon any ------------------------------------------------ transfer of a Membership Interest in violation of this Article VI7, the transferee shall have no right to vote or participate in the management of the Company's 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 Incometaxable income, Losses taxable loss and distributions Distributions of the Company's assets to which the transferor of such Membership Distributional Interest would otherwise be entitled. Notwithstanding the immediately preceding sentences, if, in the determination of the Tax Matters PartnerManager, a transfer in violation of this Article VI 7 would 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.

Appears in 1 contract

Samples: Operating Agreement (Grill Concepts Inc)

No Effect to Transfers in Violation of Agreement. Upon any ------------------------------------------------ transfer of a Membership Interest in violation of this Article VI7, the transferee shall have no right to vote or participate in the management of the Company's 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 Economic Interest Owner and thereafter shall only receive the share of one or more of the Company's Incometaxable income, Losses taxable loss and distributions Distributions of the Company's assets to which the transferor of such Membership Economic Interest would otherwise be entitled. Notwithstanding the immediately preceding sentences, if, in the determination of the Tax Matters PartnerManager, a transfer in violation of this Article VI 7 would 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 AssigneeEconomic Interest Owner. 9512900003-629491.7 24.

Appears in 1 contract

Samples: Operating Agreement (Grill Concepts Inc)

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