Restrictions on Transfer of Company Interests. (a) Subject to Section 3.3 hereof, no Member may, directly or indirectly, assign, sell, exchange, transfer, pledge, hypothecate or otherwise dispose of all or any part of its interest in the Company (any assignment, sale, exchange, transfer, pledge, hypothecation or other disposition of an interest in the Company being herein collectively called a "Transfer") to any person, other than in accordance with paragraph (b) below.
Restrictions on Transfer of Company Interests. (a) No Member may transfer, sell, assign, exchange, mortgage, pledge, hypothecate, assign or otherwise dispose of or encumber all or any part of its interest in the Company (a "Transfer") to any person (a "Transferee") except as required or permitted by the Equityholders Agreement.
Restrictions on Transfer of Company Interests. (a) No Member may, directly or indirectly, assign, sell, exchange, transfer, pledge, hypothecate or otherwise dispose of all or any part of its Interest, including any noneconomic right provided to a Member, or any direct or indirect interest (whether legal or beneficial) in such Member (any assignment, sale, exchange, transfer, pledge, hypothecation or other disposition of an Interest being herein collectively called a “Transfer”) to any person, except as provided herein or with the consent of all of the Members. Notwithstanding the foregoing, no Member’s consent shall be required for any Permitted Transfer. Other than as set forth herein, any change in the ultimate beneficial ownership of a Member shall be deemed a Transfer for purposes of this Agreement. In the event of a partial direct Transfer of an Interest, such Transferee (as defined below) shall, for the purposes of this Article IX, be treated, together with the Member who transferred such Interest to the Transferee, as a single entity, with such transferor Member having the authority to make elections and give notices hereunder on behalf of such transferor Member and Transferee. Any such partial direct Transferee will be bound by the elections made by such transferor Member.
Restrictions on Transfer of Company Interests. (a) Transfer of Company Interests. No holder of Company Interests ----------------------------- shall sell, transfer, assign, pledge or otherwise dispose of (whether with or without consideration and whether voluntarily or involuntarily or by operation of law) any interest in (a "Transfer") such holder's Company -------- Interests, except pursuant to (i) Section 2(b) hereof, (ii) a Public Sale, (iii) a Liquidity Event pursuant to Section 6 or (iv) Section 9 or 10 hereof; provided that the applicable requirements of Sections 3 and 4 (if any) are also satisfied. Notwithstanding anything to the contrary contained herein, the Members agree and acknowledge that Zecal shall be permitted to pledge the Company Interest held by it to Xxxxx Fargo in support of Zecal's obligations pursuant to that certain Credit Agreement dated as of December 31, 1998, as amended, by and between Xxxxx Fargo and P.G. Design and that nothing herein shall preclude Xxxxx Fargo from foreclosing upon, and acquiring, all or any portion of such Company Interest.
Restrictions on Transfer of Company Interests. (a) (i) Common Member shall not sell, assign, exchange, transfer, pledge, hypothecate or otherwise dispose of its Interest or any part thereof or retire or withdraw from the Company (an “Interest Transfer”), and (ii) no direct or indirect owners of Common Member shall sell, assign, exchange, transfer, pledge, hypothecate or otherwise dispose of its direct or indirect interest in Common Member (a “Member Transfer”; and together with an Interest Transfer, a “Transfer”), in each case without the Approval of Preferred Member in its sole and absolute discretion, except as otherwise provided in this Article IX. Notwithstanding the foregoing, any Member Transfer of a direct or indirect interest in Common Member (but not an Interest Transfer of Common Member’s direct Interest in the Company) shall be permitted without the Approval of Preferred Member; provided that, after giving effect to such Transfer, (A) the Common Member named herein remains the Common Member and the Managing Member of the Company, (B) no Change of Control occurs, (C) no Key Man Event exists following such Transfer, (D) such Transfer does not violate the provisions of any Mortgage Loan Document or the Mezzanine Loan Documents or any ground lease affecting an individual Property, and (E) such Transfer does not otherwise violate any express provision of this Agreement.
Restrictions on Transfer of Company Interests. (a) No Member may, directly or indirectly, assign, sell, exchange, transfer, pledge, hypothecate or otherwise dispose of all or any part of its Interest to any Person, including any non-economic right provided to a Member, or permit any change in the ultimate legal or beneficial ownership of such Member (any direct or indirect assignment, sale, exchange, transfer, pledge, hypothecation or other disposition of an Interest, or change in the ultimate legal or beneficial ownership of a Member, being herein collectively called a “Transfer”), nor may the Company admit any Person as an additional member of the Company; provided, however, that the following shall be permitted (each, a “Permitted Transfer”), subject to compliance with Sections 9.1(b)-(d) and 9.4, as applicable:
Restrictions on Transfer of Company Interests. (a) No Member may, directly or indirectly, assign, sell, exchange, transfer, pledge, hypothecate or otherwise dispose of all or any part of its Interest to any Person, including any non-economic right provided to a Member, or permit any change in the ultimate legal or beneficial ownership of such Member (any direct or indirect assignment, sale, exchange, transfer, pledge, hypothecation or other disposition of an Interest, or change in the ultimate legal or beneficial ownership of a Member, being herein collectively called a “Transfer”), nor may the Company admit any Person as an additional member of the Company, except as provided herein or with the consent of (x) the Majority Member if the Transfer involves Axxxxxx’s Interest, or (y) Attollo if the Transfer involves the Majority Member’s Interest. Notwithstanding the foregoing, no Member’s consent shall be required with respect to (i) any Permitted Transfer or (ii) Transfers made in accordance with the terms of Sections 9.2, 9.3, 9.4, 9.6 or 9.7, subject to Sections 9.1(b)-(c) and 9.5. In the event of a partial direct Transfer of an Interest, such Transferee (as defined below) shall, for the purposes of this Article IX, be treated, together with the Member who transferred such Interest to the Transferee, as a single entity, with such transferor Member having the authority to make elections and give notices hereunder on behalf of such transferor Member and Transferee. Any such partial Transferee will be bound by the elections made by such transferor Member.
Restrictions on Transfer of Company Interests. (a) No Member may, directly or indirectly, assign, sell, exchange, transfer, pledge, hypothecate or otherwise dispose of all or any part of its Interest, including any non-economic right provided to a Member, or any direct or indirect interest (whether legal or beneficial) in such Member (any assignment, sale, exchange, transfer, pledge, hypothecation or other disposition of an Interest being herein collectively called a “Transfer”) to any person, except as provided herein or with the consent of all of the Members. Notwithstanding the foregoing, no Member’s consent shall be required with respect to any Permitted Transfer or Permitted Encumbrance. In the event of a partial Transfer of an Interest, except as otherwise agreed by all of the Members, such Transferee (as defined below) shall, for the purposes of this Article IX, be treated, together with the Member who transferred such Interest (“Transferor”) to the Transferee, as a single entity, with such Transferor having the authority to make elections and give notices hereunder on behalf of such Transferor and the Transferee. Any such partial Transferee will be bound by the elections made by such transferor Member.
Restrictions on Transfer of Company Interests. (a) Except for Permitted Transfers and Transfers pursuant to Section 9.3, no Member may, directly or indirectly, assign, sell, exchange, transfer, pledge, hypothecate or otherwise dispose of all or any part of its Interest (or permit any of the foregoing to occur), including any direct or indirect interest (whether legal or beneficial) in such Member (any such assignment, sale, exchange, transfer, pledge, hypothecation or other disposition of an Interest or a direct or indirect interest in a Member being herein collectively called a “Transfer”) to any Person without the prior written consent of all the Members. In the event of a partial Transfer of an Interest that is effectuated in accordance with the provisions hereof, such Transferee shall, for the purposes of this Article IX, be treated, together with the Member who transferred such Interest to the Transferee, as a single entity, with such transferor Member having the authority to make elections and give notices hereunder on behalf of such transferor Member and Transferee. Any such partial Transferee will be bound by the elections made by such transferor Member.
Restrictions on Transfer of Company Interests. (a) No Member may, directly or indirectly, assign, sell, exchange, transfer, pledge, hypothecate or otherwise dispose of all or any part of its Interest, including any non-economic right provided to a Member, or any direct or indirect interest (whether legal or beneficial) in such Member (any assignment, sale, exchange, transfer, pledge, hypothecation or other disposition of an Interest being herein collectively called a “Transfer”) to any person, except as provided herein or with the consent of all of the Members. Notwithstanding the foregoing, no Member’s consent shall be required with respect to (i) any Permitted Transfer or (ii) Transfers made in accordance with the terms of Sections 4.9, 9.2 or 9.3. Other than as set forth herein, any change in the ultimate beneficial ownership of a Member shall be deemed a Transfer for purposes of this Agreement. In the event of a partial Transfer of an Interest, such Transferee (as defined below) shall, for the purposes of this Article IX, be treated, together with the Member who transferred such Interest to the Transferee, as a single entity, with such transferor Member having the authority to make elections and give notices hereunder on behalf of such transferor Member and Transferee. Any such partial Transferee will be bound by the elections made by such transferor Member.
