Restrictions on Transfers of Membership Interests Sample Clauses

Restrictions on Transfers of Membership Interests. (a) Except as otherwise provided in this Agreement, no Member or Assignee may Transfer any Membership Interests held by such Member or Assignee to any other Person without obtaining the approval of Members representing a Majority Interest. Any attempted Transfer of Membership Interests in violation of this Article 11 shall be, and is hereby declared, null and void ab initio, and the purported Transferee shall (a) not be admitted as a Member, (b) not be deemed to be an Assignee of the Membership Interests purported to be Transferred, and (c) have no rights to share in Profits or Losses, to receive any distributions, or to receive any allocations of income, gain, loss, deduction or credit or other similar items with respect to the Membership Interests purported to be Transferred. (b) The Members acknowledge and understand that interests in the Company cannot be readily purchased or sold in the open market, and that each of the Members has entered into this Agreement in substantial reliance upon the strict enforcement of the covenants and conditions of this Agreement. Because of such limited marketability of interests, such substantial reliance on the covenants and conditions hereof, and the unique relationship that exists among Members entering into a common business venture, among other reasons, it is expressly agreed and acknowledged that the Members will be irreparably damaged in the event that this Agreement is not specifically enforced. Should any dispute arise concerning the Transfer of Membership Interests, an injunction may be issued enjoining such Transfer pending the determination of such controversy. Such remedy shall, however, be cumulative and not exclusive, and shall be in addition to any other remedy which the parties may have at law or in equity.

Restrictions on Transfers of Membership Interests. (a) Except for a Permitted Transfer (as defined below) or as otherwise set forth in Section 10.2 and Section 10.3, no Transfer of all or any portion of a Membership Interest or subsequent admission of a transferee as a Member of the Company shall be permitted under this Agreement without the prior written unanimous consent of the Manager and Rhove. (b) Notwithstanding Section 10.1(a), Section 10.2, and Section 10.3 (but subject to Section 10.5), a Member may Transfer all or any portion of such Member’s Membership Interest without 112776\000004\4811-8359-3203v4 Doc ID: c91f21627f893d8e0c88f012967bb67addc1b065

Restrictions on Transfers of Membership Interests. (a) No Member shall Transfer any Membership Interests now or hereafter held, other than in accordance with the terms of this Agreement and the Transfer Restriction Agreement. Any Transfer or purported Transfer made in violation of this Agreement or the Transfer Restriction Agreement shall be null and void and of no effect. Notwithstanding anything to the contrary contained herein, the Transfer of the Class A Membership Interests to Voteco is hereby approved in all respects. (b) Notwithstanding anything to the contrary expressed or implied in this Agreement, the Transfer of any interest in the Company is ineffective unless approved in advance by the Commission. The Membership Interests owned or controlled by an Unsuitable Person or an Affiliate of an Unsuitable Person (an “Unsuitable Member”), shall be subject to redemption by the Company, out of funds legally available therefor, by action of the Board, to the extent required by the Gaming Authority making the determination of unsuitability or to the extent deemed necessary or advisable by the Board. If a Gaming Authority requires the Company, or the Board deems it necessary or advisable, to redeem any Membership Interests, the Company shall give a Redemption Notice to the Unsuitable Member and shall purchase the Membership Interests on the Redemption Date. From and after the Redemption Date, such Membership Interests shall no longer be deemed to be outstanding, such Unsuitable Member shall cease to be a Member, and all rights of the Unsuitable Member herein, other than the right to receive the Redemption Price, shall cease. The Unsuitable Member shall surrender any certificates representing the Membership Interests to be redeemed in accordance with the requirements of the Redemption Notice. (c) Commencing on the date that a Gaming Authority serves notice of a determination of unsuitability or the Board determines that a Person is an Unsuitable Person, and until the Membership Interest owned or controlled by such Person are owned or controlled by a Person who is not an Unsuitable Person, the Unsuitable Member shall not be entitled (i) to receive any dividend or interest with regard to the Membership Interest; (ii) to exercise, directly or indirectly or through any proxy, trustee, or nominee, any voting or other right conferred by such Interest, and such Interest shall not for any purposes be included in the Percentage Interests entitled to vote, or (iii) to receive any remuneration in any form from the Comp...

Restrictions on Transfers of Membership Interests. (a) No Member, nor any Permitted Transferee of any such Member, shall Transfer any Membership Interest, directly or indirectly, except the Transfer of all, but not less PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS. than all, of its Membership Interest (i) to a Permitted Transferee or (ii) as permitted or required by Article X. (b) The restrictions set forth in this Section 8.1 shall not apply with respect to any Transfer (i) of all, but not less than all, of the Membership Interest held by the Valero Member to Valero Parent or any direct or indirect wholly-owned Subsidiary of Valero Parent, (ii) of all, but not less than all, of the Membership Interest held by the Frontier Member to Mascoma or any direct or indirect wholly-owned Subsidiary of Mascoma or the Frontier Member or any Affiliate of Mascoma or the Frontier Member, (iii) of all, but not less than all, of the Membership Interest held by the Frontier Member to X.X. Xxxxxxxx or any direct or indirect wholly-owned Subsidiary of X.X. Xxxxxxxx or Affiliate of X.X. Xxxxxxxx, (iv) indirectly by the Valero Member pursuant to a merger or consolidation of Valero Parent with or into another Person, (v) indirectly by the Frontier Member pursuant to a merger or consolidation of Mascoma or X.X. Xxxxxxxx with or into another Person, (vi) by any Member in the case of a Transfer required under Applicable Law (provided that a Transfer by operation of law (including by merger, consolidation or similar transaction) shall not be permitted except as provided under clauses (iii) or (iv) above), (vii) by any Member to secure indebtedness or to secure indebtedness of the Company or any of its Subsidiaries, (viii) indirectly by the Frontier Member pursuant to a transfer of interests in the Frontier Member between Mascoma and X.X. Xxxxxxxx, (ix) indirectly by the Frontier Member pursuant to (A) any issuance of warrants, options, shares of stock, limited liability company interests or similar beneficial interests or rights to acquire beneficial interests of Mascoma or X.X. Xxxxxxxx or (B) any transfer of stock, membership interests or beneficial interests of Mascoma or X.X. Xxxxxxxx, (x) indirectly by the Valero Member pursuant to (A) any issuance of warrants, options, shares of stock, limited liability company interests or similar beneficial interests...

Restrictions on Transfers of Membership Interests. (a) No Member may Transfer all or any portion of its Membership Interests, to any Person other than to a Person who at the time is already a Member of the Company without obtaining the approval of a majority of the Board of Directors. (b) The approval by the Board of Directors of a Transfer shall also act as an approval to admit the Transferee as a Substitute Member. (c) It is understood that GeoResources shall have the right, without any required approval from the Board of Directors or otherwise, to Transfer up to 50% of its Membership Interests in the Company to a third party and will promptly notify Management LLC in writing of such transaction, and the relevant terms and provisions thereof, after the completion thereof. It is provided however, that no such Transfer may dilute the economic benefits hereunder of Management LLC. Further, to the extent that GeoResources (directly or indirectly) realizes incremental economic benefits from the Transfer in excess of the total contributions and costs of GeoResources attributable to the Transferred Membership Interests, GeoResources shall promptly pay or assign to Management LLC one-third of such incremental economic benefits.

Restrictions on Transfers of Membership Interests. (a) No Member shall Transfer any Membership Interests now or hereafter held, other than in accordance with the terms of this Agreement and the Transfer Restriction Agreement. Any Transfer or purported Transfer made in violation of this Agreement or the Transfer Restriction Agreement shall be null and void and of no effect. (b) Notwithstanding anything to the contrary expressed or implied in this Agreement, the sale, assignment, transfer, pledge or other disposition of any interest in the Company is ineffective unless approved in advance by the Commission. Additionally, if the Nevada Gaming Authorities determine that any Member is unsuitable to continue to be a Member of this Company and requires that such Member be removed from the Company by issuing a written order requiring removal (a “Gaming Determination”), such Member shall be removed from the Company (a “Withdrawing Member”), pursuant to the following terms: (i) Within twenty (20) days of the receipt of the Gaming Determination by the Gaming Authorities, the Board shall deliver to such Withdrawing Member a written notification of such Gaming Determination, stating (i) the election of the Member to exercise the removal rights pursuant to this Section 8.1(b); and (ii) the date for the removal of the Withdrawing Member. (ii) The Withdrawing Member shall be entitled to receive in consideration for its Membership Interests an amount equal to the Fair Value of its Membership Interests, such amount being payable, in the sole discretion of the Board, either (i) in cash thirty (30) days after the determination of such Fair Value or (ii) in the form of a promissory note containing the terms set forth in Section 8.1(b)(iii) (the “Promissory Note”). In making a determination of Fair Value under this provision, each of the Board and the Withdrawing Member shall select one Expert, and such Experts shall together select a third Expert, which third Expert shall determine such Fair Value. If the Withdrawing Member so proposes, the Board shall cooperate with the Withdrawing Member in the discovery of a buyer for all or a portion of such Withdrawing Member’s Membership Interests. (iii) The Promissory Note shall bear interest at a rate equal to the lesser of (a) the highest rate permitted by law or (b) the greater of (1) the rate the Company could obtain from a money market fund or (2) that rate necessary to avoid imputation of interest under any applicable provision of the Code. The Promissory Note shall be due in full...

Restrictions on Transfers of Membership Interests. A Transfer of Membership Interests may only be made if such Transfer (a) complies with the provisions of Section 7.1 and (b) such Transfer is (i) to a Permitted Transferee of the holder of such Membership Interests in accordance with Section 7.3, (ii) made pursuant to Section 7.4 or (iii) otherwise approved by Members holding at least seventy-five percent (75%) of the Percentage Interests.

Restrictions on Transfers of Membership Interests. Except as otherwise provided in Schedule IV and subject to the transfer restrictions imposed therein, all or part of a Membership Interest may be transferred only with the unanimous written consent of all Managers and Members (excluding the Member seeking to transfer part or all of such Membership Interest), which consent may be granted or denied in the sole discretion of such Managers and Members. Notwithstanding the above unanimity requirement, if a Member should die, the other Members hereby agree to consent to any transfer of the Membership Interest of such deceased Member to either another Member or to a related party in that Member's immediate family. The ownership of a Membership Interest is specifically made subject to the ownership and transfer restrictions set forth in Schedule IV which are intended to provide and set forth the manner and procedures for handling the transfer of Membership Interests to third parties, to related parties, to the other Members, or at death or disability of a Member.

Restrictions on Transfers of Membership Interests. No Capital Member or Transferee thereof shall Transfer all or any portion of its Membership Interest (i) without first complying with the provisions of this Article X, and (ii) until the date that is two years from the Original Effective Date, which two-year restriction shall also be deemed to apply to any Downstream Change of Control but shall not be deemed to apply to any Upstream Change of Control or to any Transfers complying with Section 10.3(c). On and after October 1, 2010, Capital Members may Transfer all or any portion of their Membership interest from time to time, subject only to Sections 10.3(d), 10.3(e), 10.4, 10.5, 10.8, 10.10, 10.13 and 10.14 and Article XIV, as applicable.

Restrictions on Transfers of Membership Interests. No Member or Transferee thereof shall Transfer all or any portion of its Membership Interest (i) without first complying with the provisions of this Article X, and (ii) until the date that is two years from the Effective Date, which two-year restriction shall also be deemed to apply to any Downstream Change of Control but shall not be deemed to apply to any Upstream Change of Control or to any Transfers complying with Section 10.3(a). (a) Notwithstanding Section 10.3 or 10.5, a Member may Transfer Membership Interests to an Affiliate or a Subsidiary or in any manner expressly provided in this Agreement, including, without limitation, Section 3.6 or 10.7 hereof. (b) The Transferor and the Transferee of Membership Interests shall be jointly and severally obligated to reimburse the Company for all reasonable expenses (including attorneys’ fees and expenses) incurred in connection with such Transfer or proposed Transfer of such Membership Interests, whether or not consummated. (c) No Transfer of Membership Interests, including any Transfer pursuant to Section 10.3(a) (but excluding, for the avoidance of doubt, any Upstream Change of Control), may be made if it would cause the Company to be taxed as an association taxable as a corporation for federal and applicable state income tax purposes.