Restrictions on Transfer of Membership Interests. (a) No Member may Transfer its Membership Interests except as expressly permitted by this Agreement. The restrictions of this ARTICLE XIII shall bind any third party transferee of the Membership Interests (other than third party transferees of the Membership Interests who receive such Membership Interests in a public offering in connection with the exercise of registration rights pursuant to Section 13.1(b)(ii)), and any such transferee must agree in writing to be bound by these provisions. Any purported Transfer that violates this Agreement or any restrictive legend on the certificates representing any of the Membership Interests shall be null and void; the Company shall not record, on its transfer books or otherwise, any such purported Transfer.
Restrictions on Transfer of Membership Interests. A Member may Transfer his or her Membership Interest to another Person subject to the following restrictions:
Restrictions on Transfer of Membership Interests. (a) Except as otherwise provided in this Article IX, no Member may offer, sell, assign, hypothecate, pledge or otherwise transfer its Membership Interest, in whole or in part, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a “Transfer”) or withdraw or retire from the Company, without the written consent of the Manager, which consent may be withheld in the sole and absolute discretion of the Manager. The Manager may require, as a condition of any Transfer, that the transferor assume all costs incurred by the Company in connection therewith. The Manager consents to the following Transfers of Common Units: (i) on the Effective Date by Ashford Trust OP to its limited partners and (ii) on the Exchange Date by such limited partners, including Ashford OP Limited Partner LLC, to Ashford Inc. In no event may a Member have any rights to distributions pursuant to Act §18-604 without Manager’s approval.
Restrictions on Transfer of Membership Interests. (a) Except as otherwise provided in this Article IX, no Member may offer, sell, assign, hypothecate, pledge or otherwise transfer its Membership Interest, in whole or in part, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a “Transfer”) or withdraw or retire from the Company, without the written consent of the Manager, which consent may be withheld in the sole and absolute discretion of the Manager. The Manager may require, as a condition of any Transfer, that the transferor assume all costs incurred by the Company in connection therewith. In no event may a Member have any rights to distributions pursuant to Act §18-604 without Manager’s approval.
Restrictions on Transfer of Membership Interests. Units and persons holding Units or interests in or related to them, including as Members or assignees, are subject to the following provisions.
Restrictions on Transfer of Membership Interests. (a) Except as otherwise permitted in this Article VIII, prior to a Redemption in Full, Common Member shall not sell, transfer, assign, convey or otherwise dispose of or subject to a security interest or otherwise charge or encumber, either voluntarily or by operation of law (collectively, “Transfer”), all or any part of its Membership Interest without the prior written approval of PE Member in its sole discretion. Any act in violation of this Article VIII shall, to the fullest extent permitted by law, be null and void ab initio. The approval of any such transaction in any one or more instances shall not limit or waive the requirement for such approval in any other or future instance. Notwithstanding anything to the contrary in this Agreement, solely to the extent that the same is expressly permitted by the terms of the Mortgage Loan Documents, the Common Member’s non-controlling constituent members (and specifically excluding Manager) may cause or permit a Transfer respecting all or a portion of its Membership Interest, or any direct or indirect interest therein without the consent of PE Member, but subject to the terms and provisions of the Mortgage Loan Documents (including without limitation provisions thereof relating to notice of Transfers) and Xxxxx X. Xxxxx shall continue to control Common Member and retain 1.0% direct or indirect ownership interest in Common Member.
Restrictions on Transfer of Membership Interests. Neither AFSE nor JBTL may assign, transfer, give, encumber, pledge, hypothecate or otherwise dispose of any membership interests of Project LLC acquired by them, other than as permitted under this paragraph VI. Subject to the terms of this paragraph VI, AFSE and JBTL may exercise all other rights of membership with respect to their membership interests of Project LLC. Project LLC shall not be required to recognize any such transfer or other disposition on its membership interest records, until Project LLC has determined that such transfer or other disposition is in compliance with the terms and conditions of this paragraph VI.
Restrictions on Transfer of Membership Interests. Except as otherwise specifically provided in this Operating Agreement, the Members shall not have the right to sell, assign, pledge, create a security interest in, exchange or otherwise transfer, with or without consideration, all or any part of their Membership Interest(s) without the prior written consent of all Members.
Restrictions on Transfer of Membership Interests. Except to the extent specifically permitted or required by this Agreement or the Project Loan, neither Member may transfer its Membership Interest or any interest in it. For purposes of this Article, “transfer” and its derivatives include all forms of direct or indirect transfer or disposition, voluntary or involuntary, by operation of law or otherwise, as well as the creation of any Encumbrance on all or any part of a Membership Interest. The provisions of this Article 6 replace, eliminate and otherwise supplant any contrary provisions in the DLLCA (including DLLCA § 18–702) that permit the assignment of a limited liability company interest.
Restrictions on Transfer of Membership Interests. (a) No Person shall directly or indirectly Transfer any Membership Interest or any interest therein except as may be expressly permitted by this Agreement.
