Restrictions on the Transfer of a Membership Interest Sample Clauses
Restrictions on the Transfer of a Membership Interest. A Member may Transfer all, and not less than all, of its Membership Interest only in accordance with Laws and the provisions of this Agreement, including the following provisions of this Section 3.5. Any purported Transfer in breach of the terms of this Agreement shall be null and void ab initio, and the Company shall not recognize any such prohibited Transfer.
(a) Notwithstanding anything to the contrary contained herein, no Member may effect a Transfer that is not a Disposition, unless such action is approved by the Board.
(b) A Membership Interest shall not be Transferred except pursuant to an applicable exemption from registration under the Securities Act of 1933, as amended, and other applicable securities Laws.
(c) Except for Transferees with respect to Transfers made in accordance with Sections 3.6(a) and 3.6(b), to the extent provided in Section 3.9(a), or as otherwise provided in this Agreement or by Laws, (i) no Transferee shall have the right to become a Substituted Member and (ii) unless and until a Transferee is admitted as a Substituted Member, (A) such Transferee shall have no right to exercise any of the powers, rights and privileges of a Member hereunder other than to receive its share of allocations and distributions pursuant to this Agreement and (B) the Member who has Transferred all or any part of its Membership Interest to such Transferee shall cease to be a Member with respect to such Membership Interest so Transferred upon Transfer of such Membership Interest and thereafter shall have no further powers, rights and privileges as a Member hereunder with respect to such Membership Interest (to the extent so Transferred), but shall, unless otherwise relieved of such obligations by the Company, remain liable for all obligations and duties as a Member with respect to such Membership Interest; provided, however, that if the Transferee reconveys such Membership Interest to the Transferring Member within ten days after the Transferring Member becomes aware that the Transferee will not become a Substituted Member, the Transferring Member shall once again be entitled to all of the powers, rights and privileges of a Member hereunder.
(d) The Company may, in its reasonable discretion, charge a Member a reasonable fee to cover administrative expenses necessary to effect a Transfer with respect to any or all of such Member’s Membership Interest.
(e) In the absence of the substitution (as provided herein) of a Transferee for a Transferring Member, ...
Restrictions on the Transfer of a Membership Interest. The Class A Interests may be Transferred only in accordance with applicable Law and the terms of this Agreement. The Class B Interests shall not be transferrable, other than (a) to Gevo or another Member or (b) pursuant to the provisions of Section 2.2(c), (d), and (e) of this Agreement. Any purported Transfer in breach of the terms of this Agreement will be null and void ab initio, and Development will not recognize any such prohibited Transfer.
Restrictions on the Transfer of a Membership Interest. A Member may Transfer a Membership Interest only in accordance with Laws and the applicable provisions of Sections 3.6, 3.7, 3.8 and 3.
Restrictions on the Transfer of a Membership Interest. A Member may Transfer a Membership Interest only in accordance with Laws and subject to the applicable provisions of Sections 3.5, 3.6, 3.7 and 6.15(d). Any purported Transfer in breach of the terms of this Agreement shall be null and void ab initio, and the Company shall not recognize any such prohibited Transfer. For avoidance of doubt, this Section 3.5 shall apply to the transactions in clause (b) of the definition of “Transfer” and each Member agrees to cause its Affiliates to comply with the applicable provisions of Sections 3.5, 3.6, 3.7 and 6.15(d) in connection with any such transaction.
(a) For a period of two (2) years after the Effective Date, no Member may Transfer any of its Membership Interests without the prior consent of the other Members except as provided by, and in compliance with, Sections 3.6(a), 3.6(d) and 3.6(e), as applicable.
(b) Except as otherwise provided herein, unless such action is approved by the Management Committee, no Member may effect a Transfer that is not (i) a Transfer of all of such Member’s and its Affiliates’ Membership Interest, (ii) pursuant to a Qualifying Offer and (iii) made to a Transferee that is not a “foreign person” as defined at 31 CFR § 800.224; provided, that this clause (iii) shall not require the approval of the Management Committee for a Transfer to an “excepted investor” as defined at 31 CFR § 800.219. The restrictions set forth in this Section 3.5(b) shall not apply to a Transfer pursuant to Section 3.6(a).
(c) A Membership Interest shall not be Transferred except pursuant to an applicable exemption from registration under the Securities Act of 1933, as amended, and other applicable securities Laws.
(d) The Company may, in its reasonable discretion, charge a Member a reasonable fee to reimburse reasonable and documented out-of-pocket administrative expenses necessary to effect a Transfer with respect to any or all of such Member’s Membership Interest.
(e) Notwithstanding any other provision hereof to the contrary, no Transfer may be made which would cause a material breach, event of default, default or acceleration of payments or which would require the Company to make any mandatory repurchase offer, mandatory repurchase, mandatory redemption or mandatory prepayment, under any material agreement or instrument to which the Company or any of its direct or indirect Subsidiaries is a party.
(f) The Company shall not be bound or otherwise affected by any Transfer of any Membership Interest of which the...
Restrictions on the Transfer of a Membership Interest. Except as specifically provided in this Agreement, a Transfer of Units may not be effected without the consent of the Managers. Any attempted Transfer by a Person of an interest or right, or any part thereof, in or in respect of the Company other than in accordance with this Agreement shall be, and is hereby declared, null and void ab initio; in enforcing this provision, the Company may hold and refuse to Transfer any Units in addition and without prejudice to any and all other rights or remedies which may be available to the Company.