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.
(b) No Member may effect a Transfer of its Membership Interest if, (i) in the opinion of legal counsel for the Company, such proposed Transfer would require the registration of the Membership Interest under the Securities Act of 1933, as amended, or would otherwise violate any applicable federal or state securities or “Blue Sky” law (including investment suitability standards) or (ii) the assignee is not an Accredited Investor within the meaning of Rule 501 of the Securities Act of 1933, as amended.
(c) No Transfer by a Member of its Units may be made to any Person if (i) the Manager determines that the Transfer would create a risk that the Company would be treated as an association taxable as a corporation or (ii) such transfer is effectuated through an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code.
(d) Subject to the other provisions of this Section 9.2, Section 9.2(a) shall not prevent any donative Transfer by an individual Member to his immediate family members or any trust in which the individual or his immediate family members own, collectively, one hundred percent (100%) of the beneficial interests, provided that the transferor assumes all costs of the Company in connection therewith and any such transferee shall not have the rights of a Substitute Member (unless and until admitted as a Substitute Member pursuant to this Section 9.2 and Section 9.3 of this Agreement).
(e) Any Transfer in contravention of any of the provisio...
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) 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.
(b) The following Transfers are permitted, subject to the conditions stated elsewhere in this Agreement, including Section 13.1(c) to (h), if applicable:
(i) Each of the US Treasury and Canada may Transfer its Membership Interests subject to the terms of Section 13.1(d), (f), (g), (h) and (i) if Fiat reasonably determines that the proposed transferee is not a Competitor, or an Affiliate of a Competitor, of Fiat.
(ii) Any Member may Transfer its Membership Interests pursuant to Section 14.1 or Section 14.4 or the exercise of registration rights under the Shareholder Agreement.
(iii) Any Member may Transfer its Membership Interests (or any option to acquire such Member Interests) to any Controlled Affiliate of such Member without complying with any other provisions of this Article XIII.
(iv) Prior to the first anniversary of the Government Loan Termination Date, Fiat may Transfer its Membership Interests if (x) the Transfer complies with Section 13.3 and (y) Fiat obtains the prior written consent of the US Treasury or Export Development Canada (without regard to whether there has occurred a Fiat Termination).
(v) On or after the first anniversary of the Government Loan Termination Date, Fiat may Transfer its Membership Interests to any Person if the Transfer complies with Section 13.3.
(vi) A Non-Fiat Member may Transfer its Membership Interests from and after the second anniversary of the Effective Date if the Transfer is in accordance with Section 13.2.
(vii) If at any time after a Transfer of Membership Interests from a Member to its Controlled Affiliate such Controlled Affiliate ceases to qualify as a Controlled Affiliate (an “Unwinding Event”), then (A) such Controlled Affiliate and such original transferring ...
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.
(b) The following Transfers are permitted, subject to the conditions stated elsewhere in this Agreement, including Section 13.1(c) to (h), if applicable:
(i) Any Member may Transfer its Membership Interests pursuant to Section 14.1 or Section 14.4 or the exercise of registration rights under the Shareholder Agreement.
(ii) Any Member may Transfer its Membership Interests (or any option to acquire such Member Interests) to any Controlled Affiliate of such Member without complying with any other provisions of this ARTICLE XIII.
(iii) Fiat may Transfer its Membership Interests to any Person if the Transfer complies with Section 13.3.
(iv) A Non-Fiat Member may Transfer its Membership Interests if the Transfer is in accordance with Section 13.2.
(v) If at any time after a Transfer of Membership Interests from a Member to its Controlled Affiliate such Controlled Affiliate ceases to qualify as a Controlled Affiliate (an “Unwinding Event”), then (A) such Controlled Affiliate and such original transferring Member shall promptly notify the Company of the pending occurrence of such Unwinding Event; and (B) prior to such Unwinding Event, such Controlled Affiliate and such Member shall take all actions necessary to effect a Transfer of all the Membership Interests of the Company held by such Controlled Affiliate either back to such Member or, to the extent permitted by this Agreement, to another Person that qualifies as a Controlled Affiliate of such Member.
(vi) The VEBA or its wholly owned subsidiaries (including VEBA Holdco) may Transfer its Membership Interest to (i) Fiat or any of its transferees pursuant to the Call Option Agreement or (ii) to Fiat or any of its transferees pursuant to the Equity Recapture Agreement wi...
Restrictions on Transfer of Membership Interests. (a) Except as provided in with Section 11.4, no Member may offer to Transfer or Transfer, in whole or in part, such Member’s Membership Interest without the prior written consent of the Managing Member. Any purported Transfers made in violation of this ARTICLE XI shall be void ab initio.
(b) No Member may Transfer, in whole or in part, such Member’s Membership Interest if such Transfer would cause the termination of the Company for federal income tax purposes, and any purported Transfer that would cause the termination of the Company or cause the Company to be taxed as a corporation for federal income tax purposes shall be void ab initio. No Member shall withdraw from the Company without the prior written consent of the Managing Member. If requested by the Managing Member, counsel for the Company shall give its written opinion to the Managing Member (the expenses of which shall be borne by the transferring Member) as to whether any contemplated Transfer would cause the termination of the Company or cause the Company to be taxed as a corporation for federal income tax purposes and the Managing Member shall be entitled to rely conclusively upon such opinion in determining whether such Transfer would cause the termination of the Company and whether consent to such disposition should be given.
(c) Unless otherwise permitted by the Managing Member, no Transfer of any Membership Interest of a Member may be made unless the Managing Member shall have received a written opinion of counsel satisfactory to the Managing Member that such proposed Transfer may be affected without (absent waiver by the Managing Member):
(i) registration of the Membership Interest being made under the Securities Act of 1933, as amended;
(ii) violating any applicable state securities or “Blue Sky” law (including investment suitability standards) of the U.S. or the laws of any other jurisdiction;
(iii) causing the assets of the Company to be considered assets of an “employee benefit plan” within the meaning of the DOL Regulations;
(iv) the Company becoming subject to the U.S. Investment Company Act of 1940, as amended (the “Investment Company Act”);
(v) violating the Act or any other applicable laws or regulations; or
(vi) cause the Company to be (1) terminated as a Company for Federal income tax purposes or (2) treated as a corporation for Federal income tax purposes.
(d) In no event shall the Membership Interest of a Member or any portion thereof be Transferred to a minor or incompetent, ...
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, 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 the Membership Interests shall be null and void; the Company shall not record, on its transfer books or otherwise, any such purported Transfer.
(b) The following Transfers are permitted, subject to the conditions stated elsewhere in this Agreement, including Section 13. 1(c) to (h), if applicable:
(i Each of the US Treasury and Canada may Transfer its Membership Interests if, subject to the Transfer Notice Procedures, Fiat reasonably determines that the proposed transferee is not a Competitor, or an Affiliate of a Competitor, of Fiat.
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.
(b) No Person shall Transfer any Membership Interest or any interest therein without obtaining the approval of the Members required under Section 5.4(g) hereof.
(c) No Membership Interest or any interest therein may be Transferred unless the transferee executes and delivers to the Board of Managers an instrument pursuant to which he or it agrees to be bound by the terms of this Agreement. No Transfer of a Membership Interest, or Transfer of an indirect interest in the Company, or any portion of either thereof, shall be made if such Transfer, or the transferee's, ownership as the case may be, of such Membership Interest or indirect interest in the Company, would:
(i) result by itself, or in combination with any other previous Transfers, in the termination of the Company as a partnership for federal income tax purposes;
(ii) result in the violation of the Securities Act of 1933 or any other applicable federal or state laws or local laws;
(iii) be a violation of or a default under (or an event that, with notice or the lapse of time or both, would constitute a default), or result in an acceleration of any indebtedness under, any note, mortgage, loan agreement or similar instrument or document to which the Company is a party;
(iv) result in or create a "prohibited transaction" or cause the Company or a Member to be or become a "party in interest", as such terms are defined in ss.3(3) of ERISA, or a "disqualified person", as defined in ss.4975 of the Code, with respect to any "plan", as defined in ss.3(14) of ERISA and/or ss.4975 of the Code; or result in or cause the Company or any Member to be liable for tax under Chapter 42 of the Code;
(v) be a Transfer to an individual who is not legally competent or who has not achieved his or her majority under the law of the state (excluding trusts for the benefit of minors);
(vi) cause the Company or any Member (other than the transferee) to be subject to any excise tax pursuant to Chapter 42A of Subtitle D of the Code; or
(vii) be a Transfer to a "tax-exempt entity" or a "tax-exempt controlled entity" within the meaning of ss.ss.168(h)(2) and 168(h)(6)(F)(ii), respectively, of the Code. The Company shall not transfer on its books any Membership Interest or issue any certificate or other document representing a Membership Interest or any interest in the Company unles...
Restrictions on Transfer of Membership Interests. Except as expressly provided for in this Agreement, no Member may, without the consent of the other Member (which consent may be withheld in the sole discretion of the other Member), sell, convey, transfer, assign, mortgage, pledge, hypothecate or otherwise encumber in any way (referred to herein as a “Transfer”), directly or indirectly, all or any portion of its Membership Interest or withdraw or retire from the Company. Investor may not transfer any direct or indirect interest in Investor Manager without the prior written consent of Sponsor in its sole discretion. Any such attempted Transfer, withdrawal or retirement not permitted hereunder shall be null and void. In no event shall a Member have any rights to distributions pursuant to §18-604 of the Act without the other Member’s Approval. (b) Notwithstanding anything to the contrary in this Agreement, at law or in equity, no Member shall Transfer or otherwise deal with any Membership Interest or allow a Transfer of any direct or indirect ownership interest in such Member in a way that would cause a default under any agreement to which the Company is a party or by which it is bound or would cause the Company to be treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code.
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.
