Overriding Provisions. (a) Any Transfer in violation of this Article XII shall be null and void ab initio, and the provisions of Section 12.2(e) shall not apply to any such Transfers. The approval of any Transfer in any one or more instances shall not limit or waive the requirement for such approval in any other or future instance. (b) All Transfers permitted under this Article XII are subject to this Section 12.2 and Sections 12.5 and 12.6. (c) Any proposed Transfer by a Member pursuant to the terms of this Article XII shall, in addition to meeting all of the other requirements of this Agreement, satisfy the following conditions: (i) the Transfer will not be effected on or through an “established securities market” or a “secondary market or the substantial equivalent thereof,” as such terms are used in Treasury Regulations section 1.7704-1, and, at the request of the Board, the transferor and the transferee will have each provided the Company a certificate to such effect; and (ii) the proposed transfer will not result in the Company having more than 99 Members, within the meaning of Treasury Regulations section 1.7704-1(h)(1) (determined pursuant to the rules of Treasury Regulations section 1.7704-1(h)(3)). The Board may in its sole discretion waive the condition set forth in clause (ii) of this Section 12.2(c). (d) The Company shall promptly amend Schedule A to reflect any permitted transfers of Interests pursuant to and in accordance with this Article XII. (e) The Company shall, from the effective date of any permitted assignment of an Interest (or part thereof), thereafter pay all further distributions on account of such Interest (or part thereof) to the assignee of such Interest (or part thereof); provided that such assignee shall have no right or powers as a Member unless such assignee complies with Section 12.6.
Appears in 9 contracts
Samples: Limited Liability Company Agreement (CVR Energy Inc), Limited Liability Company Agreement (CVR Energy Inc), Limited Liability Company Agreement (CVR Energy Inc)
Overriding Provisions. (a) Any Transfer in violation of this Article XII XIII shall be null and void ab initio, and the provisions of Section 12.2(e) 13.3 shall not apply to any such Transfers. The approval of any Transfer in any one or more instances shall not limit or waive the requirement for such approval in any other or future instance.
(b) All Transfers permitted under this Article XII XIII are subject to this Section 12.2 13.4, Section 13.5 and Sections 12.5 and 12.6Section 13.10.
(c) Any proposed Transfer by a Member pursuant to the terms of this Article XII XIII shall, in addition to meeting all of the other requirements of this Agreement, satisfy the following conditions: (i) the Transfer will not be effected on or through an “"established securities market” " or a “"secondary market or the substantial equivalent thereof,” " as such terms are used in Treasury Regulations section 1.7704-1, and, at the request of the Board, the transferor and the transferee will have each provided the Company a certificate to such effect; and (ii) the proposed transfer Transfer will not result in the Company having more than 99 Members, within the meaning of Treasury Regulations section 1.7704-1(h)(1) (determined pursuant to the rules of Treasury Regulations section 1.7704-1(h)(3)). The Board may in its sole discretion waive the condition set forth in clause (ii) of this Section 12.2(c13.4(c).
(d) The Company shall promptly amend Schedule A and/or Schedule E, as applicable, to reflect any permitted transfers Transfers of Interests or Special Membership Interests, as applicable, pursuant to and in accordance with this Article XIIXIII.
(e) The Company shall, from the effective date of any permitted assignment of an Interest (or part thereof), thereafter pay all further distributions on account of such Interest (or part thereof) to the assignee of such Interest (or part thereof); provided that such assignee shall have no right or powers as a Member unless such assignee complies with Section 12.6.
Appears in 5 contracts
Samples: Limited Liability Company Agreement (Eagle Bulk Shipping Inc.), Limited Liability Company Agreement (Eagle Bulk Shipping Inc.), Limited Liability Company Agreement (Eagle Bulk Shipping Inc.)
Overriding Provisions. (a) Any Transfer in violation of this Article XII X shall be null and void ab initio, initio and the provisions of Section 12.2(e) 10.2 shall not apply to any such Transfers. The approval of any Transfer in any one or more instances shall not limit or waive the requirement for such approval in any other or future instance.
(b) All Transfers permitted under this Article XII X are subject to this Section 12.2 10.3, Section 10.4 and Sections 12.5 and 12.6Section 10.5.
(c) Any proposed Transfer by a Member pursuant to the terms of this Article XII X shall, in addition to meeting all of the other requirements of this Agreement, satisfy the following conditions: (i) the Transfer will not be effected on or through an “established securities market” or a “secondary market or the substantial equivalent thereof,” as such terms are used in Treasury Regulations section § 1.7704-1, and, at the request of the BoardManaging Member, the transferor and the transferee will have each provided the Company a certificate to such effect; effect and (ii) the proposed transfer Transfer will not result in the Company having more than 99 Members, within the meaning of Treasury Regulations section § 1.7704-1(h)(1) (determined pursuant to the rules of Treasury Regulations section § 1.7704-1(h)(3)). The Board Managing Member may in its sole discretion waive the condition set forth in clause (ii) of this Section 12.2(c10.3(c).
(d) The Company shall promptly amend Schedule A to reflect any permitted transfers Transfers of Interests pursuant to and in accordance with this Article XII.
(e) The Company shall, from the effective date of any permitted assignment of an Interest (or part thereof), thereafter pay all further distributions on account of such Interest (or part thereof) to the assignee of such Interest (or part thereof); provided that such assignee shall have no right or powers as a Member unless such assignee complies with Section 12.6.X.
Appears in 5 contracts
Samples: Limited Liability Company Agreement, Limited Liability Company Agreement (Warner Music Group Corp.), Limited Liability Company Agreement (Warner Music Group Corp.)
Overriding Provisions. (a) Any Transfer in violation of this Article XII XIII shall be null and void ab initio, and the provisions of Section 12.2(e) 13.3 shall not apply to any such Transfers. The approval of any Transfer in any one or more instances shall not limit or waive the requirement for such approval in any other or future instance.
(b) All Transfers permitted under this Article XII XIII are subject to this Section 12.2 13.4 and Sections 12.5 13.5, 13.7 and 12.613.8.
(c) Any proposed Transfer by a Member pursuant to the terms of this Article XII XIII shall, in addition to meeting all of the other requirements of this Agreement, satisfy the following conditions: (i) the Transfer will not be effected on or through an “established securities market” or a “secondary market or the substantial equivalent thereof,” as such terms are used in Treasury Regulations section 1.7704-1, and, at the request of the Board, the transferor and the transferee will have each provided the Company a certificate to such effect; and (ii) the proposed transfer will not result in the Company having more than 99 Members, within the meaning of Treasury Regulations section 1.7704-1(h)(1) (determined pursuant to the rules of Treasury Regulations section 1.7704-1(h)(3)). The Board may in its sole discretion waive the condition set forth in clause (ii) of this Section 12.2(c13.4(c).
(d) The Company shall promptly amend Schedule A to reflect any permitted transfers of Interests pursuant to and in accordance with this Article XIIXIII.
(e) The Company shall, from the effective date of any permitted assignment of an Interest (or part thereof), thereafter pay all further distributions on account of such Interest (or part thereof) to the assignee of such Interest (or part thereof); provided that such assignee shall have no right or powers as a Member unless such assignee complies with Section 12.6.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Carbuyco, LLC), Limited Liability Company Agreement (IAA Acquisition Corp.), Limited Liability Company Agreement (Adesa California, LLC)
Overriding Provisions. (a) Any Transfer in violation of this Article XII ARTICLE X shall be null and void ab initio, and the provisions of Section 12.2(e) Sections 10.05 and 10.06 shall not apply to any such Transfers. For the avoidance of doubt, any Person to whom a Transfer is made or attempted in violation of this ARTICLE X shall not become a Member, shall not be entitled to vote on any matters coming before the Members and shall not have any other rights in or with respect to any rights of a Member of the Company. The approval of any Transfer in any one or more instances shall not limit or waive the requirement for such approval in any other or future instance.. The Managing Member shall promptly amend the Schedule of Members to reflect any Permitted Transfer pursuant to this ARTICLE X.
(b) All Transfers permitted under this Article XII are subject to this Section 12.2 and Sections 12.5 and 12.6.
(c) Any proposed Transfer by a Member pursuant Notwithstanding anything contained herein to the terms contrary (including, for the avoidance of this Article XII shalldoubt, the provisions of Section 10.01 and ARTICLE XI), in addition no event shall any Member Transfer any Units to meeting all of the other requirements of this Agreement, satisfy the following conditions: extent such Transfer would:
(i) result in the violation of the Securities Act, or any other applicable federal, state or foreign Laws;
(ii) cause an assignment under the Investment Company Act;
(iii) cause the Company to fail to qualify as a partnership or disregarded entity for U.S. federal income tax purposes or, without limiting the generality of the foregoing, such Transfer will not be was effected on or through an “established securities market” or a “secondary market or the substantial equivalent thereof,” as such terms are used in Treasury Regulations section Section 1.7704-1, and, at the request 1 of the Board, the transferor and the transferee will have each provided Treasury Regulations;
(iv) cause the Company to be treated as a certificate “publicly traded partnership” or to such effectbe taxed as a corporation pursuant to Section 7704 of the Code or successor provision of the Code; and or
(iiv) the proposed transfer will not result in the Company having more than 99 Membersone hundred (100) partners, within the meaning of Treasury Regulations section Section 1.7704-1(h)(1) (determined pursuant to the rules of Treasury Regulations section Section 1.7704-1(h)(3)). The Board may in its sole discretion waive the condition set forth in clause (ii) of this Section 12.2(c).
(d) The Company shall promptly amend Schedule A to reflect any permitted transfers of Interests pursuant to and in accordance with this Article XII.
(e) The Company shall, from the effective date of any permitted assignment of an Interest (or part thereof), thereafter pay all further distributions on account of such Interest (or part thereof) to the assignee of such Interest (or part thereof); provided that such assignee shall have no right or powers as a Member unless such assignee complies with Section 12.6.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Graphic Packaging International, LLC), Transaction Agreement (Graphic Packaging Holding Co), Transaction Agreement (International Paper Co /New/)
Overriding Provisions. (a) Any Transfer in violation of this Article XII X shall be null and void ab initio, and the provisions of Section 12.2(e) Sections 10.05 and 10.06 shall not apply to any such Transfers. For the avoidance of doubt, any Person to whom a Transfer is made or attempted in violation of this Article X shall not become a Member, shall not be entitled to vote on any matters coming before the Members and shall not have any other rights in or with respect to any rights of a Member of the Company. The approval of any Transfer in any one or more instances shall not limit or waive the requirement for such approval in any other or future instance.. The Managing Member shall promptly amend the Schedule of Members to reflect any Permitted Transfer pursuant to this Article X.
(b) All Transfers permitted under this Article XII are subject to this Section 12.2 and Sections 12.5 and 12.6.
(c) Any proposed Transfer by a Member pursuant Notwithstanding anything contained herein to the terms contrary (including, for the avoidance of this doubt, the provisions of Section 10.01 and Article XII shallXI), in addition no event shall any Member Transfer any Units to meeting all of the other requirements of this Agreement, satisfy the following conditions: extent such Transfer would:
(i) result in the violation of the Securities Act, or any other applicable federal, state or foreign Laws;
(ii) cause an assignment under the Investment Company Act;
(iii) cause the Company to fail to qualify as a partnership or disregarded entity for federal income tax purposes or, without limiting the generality of the foregoing, such Transfer will not be was effected on or through an “established securities market” or a “secondary market or the substantial equivalent thereof,” as such terms are used in Treasury Regulations section Section 1.7704-1, and, at the request 1 of the Board, the transferor and the transferee will have each provided Treasury Regulations;
(iv) cause the Company to be treated as a certificate “publicly traded partnership” or to such effectbe taxed as a corporation pursuant to Section 7704 of the Code or successor provision of the Code; and or
(iiv) the proposed transfer will not result in the Company having more than 99 Membersone hundred (100) partners, within the meaning of Treasury Regulations section Section 1.7704-1(h)(1) (determined pursuant to the rules of Treasury Regulations section Section 1.7704-1(h)(3)). The Board may in its sole discretion waive the condition set forth in clause (ii) of this Section 12.2(c).
(d) The Company shall promptly amend Schedule A to reflect any permitted transfers of Interests pursuant to and in accordance with this Article XII.
(e) The Company shall, from the effective date of any permitted assignment of an Interest (or part thereof), thereafter pay all further distributions on account of such Interest (or part thereof) to the assignee of such Interest (or part thereof); provided that such assignee shall have no right or powers as a Member unless such assignee complies with Section 12.6.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Baker Hughes a GE Co), Limited Liability Company Agreement (BAKER HUGHES a GE Co LLC)
Overriding Provisions. Notwithstanding anything to the contrary in this Agreement:
(a) Any Transfer in violation of this Article XII XI shall be null and void ab initio, and the provisions of Section 12.2(e11.2(e) shall not apply to any such Transfers. The approval of any Transfer in any one or more instances shall not limit or waive the requirement for such approval in any other or future instance.
(b) All Transfers permitted under this Article XII XI are subject to this Section 12.2 11.2 and Sections 12.5 11.3 and 12.611.4.
(c) Any proposed Transfer by a Member pursuant to the terms of this Article XII shall, in In addition to meeting all of the other requirements of this Agreement, satisfy the following conditions: (i) the no Transfer will not be effected on or through an “established securities market” or by a “secondary market or the substantial equivalent thereof,” as such terms are used in Treasury Regulations section 1.7704-1, and, at the request of the Board, the transferor and the transferee will have each provided the Company a certificate to such effect; and (ii) the proposed transfer will not result in the Company having more than 99 Members, within the meaning of Treasury Regulations section 1.7704-1(h)(1) (determined Member pursuant to the rules of Treasury Regulations section 1.7704-1(h)(3)). The Board may in its sole discretion waive the condition set forth in clause (ii) terms of this Section 12.2(c)Article XI shall be effected that could result in any risk that the Company would be treated as a publicly traded partnership or otherwise be taxable as an association for U.S. federal income tax purposes.
(d) The Company shall promptly amend Schedule A to reflect any permitted transfers Transfers of Interests pursuant to and permitted in accordance with this Article XIIXI.
(e) The Company shall, from the effective date of any permitted assignment of an Interest (or part thereof), thereafter pay all further distributions on account of such Interest (or part thereof) to the assignee of such Interest (or part thereof); , provided that such assignee shall have no right or powers as a Member unless such assignee complies with Section 12.611.4.
Appears in 1 contract
Samples: Limited Liability Company Operating Agreement (McJunkin Red Man Holding Corp)
Overriding Provisions. (a) Any Transfer in violation of this Article XII shall be null and void ab initio, and the provisions of Section 12.2(e) shall not apply to any such Transfers. The approval of any Transfer in any one or more instances shall not limit or waive the requirement for such approval in any other or future instance.
(b) All Except as provided in Section 12.2, all Transfers permitted under this Article XII are subject to this Section 12.2 12.3, Section 12.4 and Sections 12.5 and 12.6Section 12.5.
(c) Any proposed Transfer by a Member pursuant to the terms of this Article XII shall, in addition to meeting all of the other applicable requirements of this Agreement, satisfy the following conditions: :
(i) the Transfer will not be effected on or through an “established securities market” or a “secondary market or the substantial equivalent thereof,” as such terms are used in Treasury Regulations section Section 1.7704-1, and, at the request of the BoardManaging Member, the transferor and the transferee will have each provided the Company a certificate to such effect; and ;
(ii) the proposed transfer Transfer will not result in the Company having more than 99 100 Members, within the meaning of Treasury Regulations section 1.7704-1(h)(1Section 1.77041(h)(1) (determined pursuant to the rules of Treasury Regulations section 1.7704-1(h)(3Section 1.77041(h)(3))) or otherwise cause the Company to be treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code; and
(iii) the proposed Transfer will be made in accordance with all applicable laws and regulations, all necessary governmental consents shall have been obtained and requirements satisfied, including compliance with U.S. federal and state securities laws, and the Transfer will not cause the Company to breach or violate any applicable law or the terms and conditions of any Financing Agreement Transaction Documents. The Board Managing Member may in its sole discretion waive request an opinion of legal counsel or other evidence reasonably satisfactory to the condition set forth in clause (ii) Managing Member with respect to any of the foregoing provisions of this Section 12.2(c)12.3 or any other matters that the Managing Member reasonably deems appropriate in respect of any such proposed Transfer. The Managing Member may waive any of the foregoing provisions except as otherwise required by applicable law.
(d) The Company Members’ Capital Account balances shall promptly amend Schedule A be amended to reflect any permitted transfers of Interests Units pursuant to and in accordance with this Article XIIXII in the manner set forth in Section 7.7.
(e) The Company shall, from the effective date of any permitted assignment of an Interest (or part thereof), thereafter pay all further distributions on account of such Interest (or part thereof) to the assignee of such Interest (or part thereof); provided that such assignee shall have no right or powers as a Member unless such assignee complies with Section 12.6.
Appears in 1 contract
Overriding Provisions. (a) Any Transfer in violation of this Article XII shall be null and void ab initio, and the provisions of Section 12.2(e) shall not apply to any such Transfers. The approval of any Transfer in any one or more instances shall not limit or waive the requirement for such approval in any other or future instance.
(b) All Transfers permitted under this Article XII are subject to this Section 12.2 and Sections 12.5 12.6 and 12.612.7.
(c) Any proposed Transfer by a Member pursuant to the terms of this Article XII shall, in addition to meeting all of the other requirements of this Agreement, satisfy the following conditions: (i) the Transfer will not be effected on or through an “established securities market” or a “secondary market or the substantial equivalent thereof,” as such terms are used in Treasury Regulations section 1.7704-1, and, at the request of the Board, the transferor and the transferee will have each provided the Company a certificate to such effect; and (ii) the proposed transfer will not result in the Company having more than 99 Members, within the meaning of Treasury Regulations section 1.7704-1(h)(1) (determined pursuant to the rules of Treasury Regulations section 1.7704-1(h)(3)). The Board may in its sole discretion waive the condition set forth in clause (ii) of this Section 12.2(c).
(d) The Company shall promptly amend Schedule A to reflect any permitted transfers of Interests pursuant to and in accordance with this Article XII.
(e) The Company shall, from the effective date of any permitted assignment of an Interest (or part thereof), thereafter pay all further distributions on account of such Interest (or part thereof) to the assignee of such Interest (or part thereof); provided that such assignee shall have no right or powers as a Member unless such assignee complies with Section 12.612.7.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Auto Disposal of Memphis, Inc.)