Rights and Obligations of Transferees and Transferors. Subject to Section 9.10(c), the Transferee of any Transfer of Units permitted pursuant to this Agreement shall be a Transferee only, and only shall receive, to the extent Transferred, the Economic Interest associated with the Units so Transferred, and such Transferee shall not be entitled or enabled to exercise any other rights or powers of a Member, such other rights, and all obligations relating to, or in connection with, such Units remaining with the Transferring Member. The Transferring Member shall remain a Member even if it has Transferred all of its Units to one or more Transferees until such time as all such Transferees are admitted to the Company as Substitute Members pursuant to Section 9.10(c), as applicable. Subject to Section 9.10(c), in the event any Transferee desires to make a further Transfer of all or any portion of its Units, such Transferee shall be subject to all of the provisions of this Agreement to the same extent and in the same manner as the Member who initially held such Units.
Rights and Obligations of Transferees and Transferors. 9.5.1 A Transfer by a Member shall not itself dissolve the Company or entitle the Transferee to become a Member or exercise any rights of a Member.
Rights and Obligations of Transferees and Transferors. (a) Any Transferee of Membership Units (including any Affiliate of any Member) shall be required, at the time of and as a condition to such Transfer, to become a party to this Agreement by executing a counterpart to this Agreement and delivering such documents as may be necessary, in the reasonable opinion of the Board, to make such Person a party hereto, whereupon such Transferee will be treated as a Member for all purposes of this Agreement. A Transferee of Membership Units that complies with the provisions of this Section 7.04 shall be admitted by the Company as a Member hereunder so long as such Transfer was effected in compliance with the terms of this Agreement, including this Article VII.
Rights and Obligations of Transferees and Transferors. Subject to Section 10.9(c), the Transferee of any permitted Transfer pursuant to this Section 10.9 shall be a Transferee only, and only shall receive, to the extent Transferred, the Economic Interest associated with the Membership Interest so Transferred, and such Transferee shall not be entitled or enabled to exercise any other rights or powers of a Member, such other rights, and all obligations relating to, or in connection with, such Membership Interest (including, without limitation, the obligation to make Capital Contributions) remaining with the Transferring Member. The Transferring Member shall remain a Member even if it has Transferred its entire Membership Interest in the Company to one or more Transferees until such time as all such Transferees are admitted to the Company as Substitute Members pursuant to Section 10.9(c), as applicable. In the event any Transferee desires to make a further Transfer of all or any portion of its Membership Interest, such Transferee shall be subject to all of the provisions of this Agreement to the same extent and in the same manner as the Member who initially held such Membership Interest. With respect to any Transfer by a Member, for purposes of computing (i) such Transferee’s Vested Percentage Interest and, (ii) in the case of a Transfer by a Capital Member, subject to the admission of the Transferee as a Substitute Member pursuant to Section 10.9(c), such Capital Member’s Capital Percentage Interest; (x) the Transferee shall be deemed to have made a pro rata share of the transferor’s Capital Contributions hereunder based on the portion of the transferor’s Membership Interest so Transferred, (y) the aggregate Capital Contributions deemed to have been made by the transferor shall be correspondingly reduced, and (z) such Transferee shall succeed to the portion of the transferor’s corresponding Vested Percentage Interest and, to the extent applicable, Capital Percentage Interest, as so Transferred, and the Vested Percentage Interest and, to the extent applicable, Capital Percentage Interest, of the transferor shall be correspondingly reduced.
Rights and Obligations of Transferees and Transferors. (a) No Transferee (other than a Qualified Affiliate of a Stockholder) shall acquire any of the rights set forth in Sections 2.01(a), 2.02, 2.03, 2.04, 2.05 or Article III hereof by reason of the Transfer unless such Transferee purchases all (but not less than all) of the shares of Preferred Stock (and for the purposes of Sections 2.01(a), 2.02, 2.03, 2.04 and 2.05, all of the transferable membership units in Xxxxxxx Holdings, in accordance Section 7.05 of the Holdings Agreement) held by such Transferor as of the date of such Transfer, in which case all such rights (and any other rights of the Transferor) may be acquired by such Transferee. In the event that the Transferee (whether or not it is an existing Stockholder as of the date hereof) acquires such rights, it will be treated for all purposes under this Agreement as if it were the Transferor from whom such Transferee acquired such rights. For the avoidance of doubt, any Transferee that acquires all (but not less than all) of the Securities held by Acon, MI or West Coast, including such Transferor’s membership interest in Xxxxxxx Holdings, such Transferee shall be entitled to appoint the Acon Directors, West Coast Director or MI Director, as the case may be.
Rights and Obligations of Transferees and Transferors. Subject to Section 10.9(c), the Transferee of any permitted Transfer pursuant to this Section 10.9 shall be a Transferee only, and only shall receive, to the extent Transferred, the Economic Interest associated with the Membership Interest so Transferred, and such Transferee shall not be entitled or enabled to exercise any other rights or powers of a Member, such other rights, and all obligations relating to, or in connection with, such Membership Interest (including, without limitation, the obligation to make Capital Contributions) remaining with the Transferring Member. The Transferring Member shall remain a Member even if it has Transferred its entire Membership Interest in the Company to one or more Transferees until such time as all such Transferees are admitted to the Company as Substitute Members pursuant to Section 10.9(c), as applicable. In the event any Transferee desires to make a further Transfer of all or any portion of its Membership Interest, such Transferee shall be subject to all of the provisions of this Agreement to the same extent and in the same manner as the Member who initially held such Membership Interest.
