Other Transfer Provisions. (a) To the fullest extent permitted by law, any purported Transfer by a Member of all or any part of its Interest in the Company in violation of this Article VII shall be null and void and of no force or effect. (b) Upon a Member’s Transfer of all or any part of such Member’s Interest in the Company to any Person (other than a transfer to a Permitted Transferee under Section 7.1(b)) (the “Assignee”) pursuant to this Article VII, such Assignee shall be admitted as a substitute Member in lieu of such transferor Member only with the prior written consent of the Managing Member and the Non-Managing Members holding a Majority in Interest, which consent may be given or withheld in their sole and absolute discretion. No Transfer shall be permitted or be recognized if such Transfer would cause the Company (i) to be treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code and the Treasury Regulations promulgated thereunder or (ii) to be treated as an “investment company” within the meaning of the U.S. Investment Company Act of 1940, as amended.
Appears in 4 contracts
Samples: Limited Liability Company Agreement (Aveon Group L.P.), Limited Liability Company Agreement (Aveon Group L.P.), Limited Liability Company Agreement (Aveon Group L.P.)
Other Transfer Provisions. (a) To the fullest extent permitted by law, any purported Transfer by a Member of all or any part of its Interest in the Company in violation of this Article VII shall be null and void and of no force or effect.
(b) Upon Subject to Section 7.1(b), upon a Member’s Transfer of all or any part of such Member’s Interest in the Company to any Person (other than a transfer to a Permitted Transferee under Section 7.1(b)) (the “Assignee”) pursuant to this Article VII, such Assignee shall be admitted as a substitute Member in lieu of such transferor Member only with the prior written consent of the Managing Member and the Non-Managing Members holding a Majority in Interest, which consent may be given or withheld in their its sole and absolute discretion. No Transfer shall be permitted or be recognized if such Transfer would cause the Company (i) to be treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code and the Treasury Regulations promulgated thereunder or (ii) to be treated as an “investment company” within the meaning of the U.S. Investment Company Act of 1940, as amended.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Aveon Group L.P.), Limited Liability Company Agreement (Aveon Group L.P.), Limited Liability Company Agreement (Aveon Group L.P.)
Other Transfer Provisions. (a) To the fullest extent permitted by law, any purported Transfer by a Member Partner of all or any part of its Interest in the Company Partnership in violation of this Article VII shall be null and void and of no force or effect.
(b) Upon a MemberPartner’s Transfer of all or any part of such MemberPartner’s Interest in the Company Partnership to any Person (other than a transfer to a Permitted Transferee under Section 7.1(b)7.1) (the “Assignee”) pursuant to this Article VII, such Assignee shall be admitted as a substitute Member Partner in lieu of such transferor Member Partner only with the prior written consent of the Managing Member General Partner and the Non-Managing Members Limited Partners holding a Majority in Interest, which consent may be given or withheld in their sole and absolute discretion. No Transfer shall be permitted or be recognized if such Transfer would cause the Company Partnership (i) to be treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code and the Treasury Regulations promulgated thereunder or (ii) to be treated as an “investment company” within the meaning of the U.S. Investment Company Partnership Act of 1940, as amended.
Appears in 1 contract