Rights of Transferees. Any Transferee of an Ownership Interest (including a Permitted Transferee) will, on the effective date of the Transfer, have only those rights of an assignee as specified in the Act unless and until such Transferee is admitted as a substitute Member. This provision limiting the rights of a Transferee will not apply if such Transferee is already a Member. Any Transferee of all or any part of an Ownership Interest who is not admitted as a substitute Member in accordance with this Agreement has no right [a] to participate or interfere in the management or administration of the Company’s business or affairs, [b] to Vote or agree on any matter affecting the Company or any Member, [c] to require any information on account of Company transactions, [d] except as provided in the next succeeding sentence, to inspect the Company’s books and records, or [e] to have its Chief Executive Officer serve on the Board or otherwise to appoint a member to the Board. The only rights of a Transferee of all or any part of an Ownership Interest who is not admitted as a substitute Member in accordance with this Agreement are [x] to receive the allocations and Distributions to which the Transferor was entitled as if the Transferee held the Equity Interests of the Transferor (to the extent of the Ownership Interest Transferred), and [y] to receive all necessary tax reporting information. Neither the Company nor any Member will owe any fiduciary duty of any nature to a Transferee who is not admitted as a substitute Member in accordance with this Agreement. However, each Transferee of all or any part of an Ownership Interest will be subject to all of the obligations, restrictions and other terms contained in this Agreement as if such Transferee were a Member, including Section 6.5. To the extent of any Ownership Interest Transferred, the Transferor Member does not possess any right or power as a Member and may not exercise any such right or power directly or indirectly on behalf of the Transferee.
Appears in 5 contracts
Samples: Operating Agreement (Alaska Communications Systems Group Inc), Operating Agreement (Gci Inc), Asset Purchase and Contribution Agreement (Alaska Communications Systems Group Inc)
Rights of Transferees. Any Transferee of an Ownership Interest (including a Permitted Transferee) will, on the effective date of the Transfer, have only those rights of an assignee as specified in the Act and this Agreement unless and until such Transferee is admitted as a substitute Member. This provision limiting the rights of a Transferee will not apply if such Transferee is already a Member; provided that, any Member who resigns or retires from the Company in contravention of Section 4.4 will have only the rights of an assignee as specified in the Act and this Agreement. Any Transferee of all or any part of an Ownership Interest who is not admitted as a substitute Member in accordance with this Agreement has no right [a] to participate or interfere in the management or administration of the Company’s 's business or affairs, [b] to Vote vote or agree on any matter affecting the Company or any Member, [c] to require any information on account of Company transactions, or [d] except as provided in the next succeeding sentence, to inspect the Company’s 's books and records, or [e] to have its Chief Executive Officer serve on the Board or otherwise to appoint a member to the Board. The only rights right of a Transferee of all or any part of an Ownership Interest who is not admitted as a substitute Member in accordance with this Agreement are [x] is to receive the allocations and Distributions to which the Transferor was entitled as if the Transferee held the Equity Interests of the Transferor (to the extent of the Ownership Interest Transferred), transferred) and [y] to receive all necessary required tax reporting information. Neither the Company nor any Member will owe any fiduciary duty of any nature to a Transferee who is not admitted as a substitute Member in accordance with this Agreement. However, each Transferee of all or any part of an Ownership Interest (including both immediate and remote Transferees) will be subject to all of the obligations, restrictions and other terms contained in this the Agreement as if such Transferee were a Member, including Section 6.5. To the extent of any Ownership Interest Transferredtransferred, the Transferor Member does not possess any right or power as a Member and may not exercise any such right or power directly or indirectly on behalf of the Transferee. The Members acknowledge that these provisions may differ from the rights of an assignee as set forth in the Act, and the Members agree that they intend, to that extent, to vary those provisions by this Agreement.
Appears in 2 contracts
Samples: Operating Agreement (Nevada Gold & Casinos Inc), Operating Agreement (Grand Palais Riverboat Inc)
Rights of Transferees. Any Transferee of an Ownership Interest (including a Permitted Transferee) will, on the effective date of the Transfer, have only those rights of an assignee as specified in the Act and this Agreement unless and until such Transferee is admitted as a substitute Member. This provision limiting the rights of a Transferee will not apply if such Transferee is already a Member; provided that, any Member who resigns or retires from the Company in contravention of Section 4.6 will have only the rights of an assignee as specified in the Act and this Agreement. Any Transferee of all or any part of an Ownership Interest who is not admitted as a substitute Member in accordance with this Agreement has no right [(a] ) to participate or interfere in the management or administration of the Company’s 's business or affairsaffairs or to elect or appoint any Managers, [(b] ) to Vote vote or agree on any matter affecting the Company or any Member, [(c] ) to require any information on account of Company transactions, [or (d] except as provided in the next succeeding sentence, ) to inspect the Company’s 's books and records, or [e] to have its Chief Executive Officer serve on the Board or otherwise to appoint a member to the Board. The only rights right of a Transferee of all or any part of an Ownership Interest who is not admitted as a substitute Member in accordance with this Agreement are [x] is to receive the allocations and Distributions to which the Transferor was entitled as if the Transferee held the Equity Interests of the Transferor (to the extent of the Ownership Interest Transferred), transferred) and [y] to receive all necessary required tax reporting information. Neither the Company nor any Member will owe any fiduciary duty of any nature to a Transferee who is not admitted as a substitute Member in accordance with this Agreement. However, each Transferee of all or any part of an Ownership Interest (including both immediate and remote Transferees) will be subject to all of the obligations, restrictions and other terms contained in this Agreement as if such Transferee were a Member, including Section 6.5. To the extent of any Ownership Interest Transferredtransferred, the Transferor Member does not possess any right or power as a Member and may not exercise any such right or power directly or indirectly on behalf of the Transferee. The Members acknowledge that these provisions may differ from the rights of an assignee as set forth in the Act, and the Members agree that they intend, to that extent, to vary those provisions by this Agreement.
Appears in 2 contracts
Samples: Operating Agreement (Lakes Gaming Inc), Operating Agreement (Lakes Gaming Inc)
Rights of Transferees. Any Transferee of an Ownership Interest (including a Permitted Transferee) will, --------------------- on the effective date of the Transfer, have only those rights of an assignee as specified in the Act unless and until such Transferee is admitted as a substitute Member. This provision limiting the rights of a Transferee will not apply if such Transferee is already a Member; provided that any Member who resigns or retires from the Company in contravention of 6.5 will have only the rights of an assignee as specified in the Act. Any Transferee of all or any part of an Ownership Interest who is not admitted as a substitute Member in accordance with this Agreement has no right [a] to participate or interfere in the management or administration of the Company’s 's business or affairs, [b] to Vote or agree on any matter affecting the Company or any Member, [c] to require any information on account of Company transactions, transactions or [d] except as provided in the next succeeding sentence, to inspect the Company’s 's books and records, or [e] to have its Chief Executive Officer serve on the Board or otherwise to appoint a member to the Board. The only rights right of a Transferee of all or any part of an Ownership Interest who is not admitted as a substitute Member in accordance with this Agreement are [x] is to receive the allocations and Distributions to which the Transferor was entitled as if the Transferee held the Equity Interests of the Transferor (to the extent of the Ownership Interest Transferred), ) and [y] to receive all necessary tax reporting information. Neither the Company nor In any Member will owe any fiduciary duty of any nature to a Transferee who is not admitted as a substitute Member in accordance with this Agreement. Howeverevent, each Transferee of all or any part of an Ownership Interest (including both immediate and remote Transferees) will be subject to all of the obligations, restrictions and other terms contained in this Agreement as if such Transferee were a Member, including Section 6.5. To the extent of any Ownership Interest Transferred, the Transferor Member does will not possess any right or power as a Member and may not exercise any such right or power directly or indirectly on behalf of the Transferee.
Appears in 2 contracts
Samples: Operating Agreement (FLN Finance Inc), Operating Agreement (FLN Finance Inc)
Rights of Transferees. Any Except as provided in Section 11.8, any Transferee of an Ownership Interest (including a Permitted Transferee) will, on the effective date of the Transfer, have only those rights of an assignee as specified in the Act unless and until such Transferee is admitted as a substitute Member. This provision limiting the rights of a Transferee will not apply if such Transferee is already a Member; provided that any Member who resigns or retires from the Company in contravention of Section 3.6 will have only the rights of a Transferee who has not been admitted as a Member in accordance with this Agreement. Any Transferee of all or any part of an Ownership Interest who is not admitted as a substitute Member in accordance with this Agreement has no right [a] to participate or interfere in the management or administration of the Company’s 's business or affairs, [b] to Vote vote or agree on any matter affecting the Company or any Member, [c] to require any information on account of Company transactions, transactions or [d] except as provided in the next succeeding sentence, to inspect the Company’s 's books and records, or [e] to have its Chief Executive Officer serve on the Board or otherwise to appoint a member to the Board. The only rights right of a Transferee of all or any part of an Ownership Interest who is not admitted as a substitute Member in accordance with this Agreement are [x] is to receive the allocations and Distributions to which the Transferor was entitled as if the Transferee held the Equity Interests of the Transferor (to the extent of the Ownership Interest Transferred), and [y] to receive all necessary tax reporting information. Neither the Company nor any Member will owe any fiduciary duty of any nature to a Transferee who is not admitted as a substitute Member in accordance with this Agreement. However, each Transferee of all or any part of an Ownership Interest (including both immediate and remote Transferees) will be subject to all of the obligations, restrictions and other terms contained in this Agreement as if such Transferee were a Member, including Section 6.5. To the extent of With respect to any Ownership Interest Transferred, the Transferor Member does shall not possess any right or power as a Member and may not exercise any such right or power directly or indirectly on behalf of the Transferee. Neither the Company nor any Member will owe any fiduciary duty to any Transferee who is not admitted as a Member.
Appears in 2 contracts
Samples: Operating Agreement (Microsoft Corp), Operating Agreement (Microsoft Corp)
Rights of Transferees. Any Except as provided in Section 11.9, any Transferee of an Ownership Interest (including a Permitted Transferee) will, on the effective date of the Transfer, have only those rights of an assignee as specified in the Act unless and until such Transferee is admitted as a substitute Member. This provision limiting the rights of a Transferee will not apply if such Transferee is already a Member; provided that any Member who resigns or retires from the Company in contravention of Section 3.6 will have only the rights of a Transferee who has not been admitted as a Member in accordance with this Agreement. Any Transferee of all or any part of an Ownership Interest who is not admitted as a substitute Member in accordance with this Agreement has no right [a] to participate or interfere in the management or administration of the Company’s 's business or affairs, [b] to Vote vote or agree on any matter affecting the Company or any Member, [c] to require any information on account of Company transactions, transactions or [d] except as provided in the next succeeding sentence, to inspect the Company’s 's books and records, or [e] to have its Chief Executive Officer serve on the Board or otherwise to appoint a member to the Board. The only rights right of a Transferee of all or any part of an Ownership Interest who is not admitted as a substitute Member in accordance with this Agreement are [x] is to receive the allocations and Distributions to which the Transferor was entitled as if the Transferee held the Equity Interests of the Transferor (to the extent of the Ownership Interest Transferred), and [y] to receive all necessary tax reporting information. Neither the Company nor any Member will owe any fiduciary duty of any nature to a Transferee who is not admitted as a substitute Member in accordance with this Agreement. However, each Transferee of all or any part of an Ownership Interest (including both immediate and remote Transferees) will be subject to all of the obligations, restrictions and other terms contained in this Agreement as if such Transferee were a Member, including Section 6.5. To the extent of With respect to any Ownership Interest Transferred, the Transferor Member does shall not possess any right or power as a Member and may not exercise any such right or power directly or indirectly on behalf of the Transferee. Neither the Company nor any Member will owe any fiduciary duty to any Transferee who is not admitted as a Member.
Appears in 2 contracts
Samples: Operating Agreement (Media One Group Inc), Operating Agreement (Tele Communications Inc /Co/)
Rights of Transferees. Any Transferee of an Ownership Interest (including a Permitted Transferee) --------------------- will, on the effective date of the Transfer, have only those rights of an assignee as specified in the Act unless and until such Transferee is admitted as a substitute Member. This provision limiting the rights of a Transferee will not apply if such Transferee is already a Member; provided that any Member who resigns or retires from the Company in contravention of 6.5 will have only the rights of an assignee as specified in the Act. Any Transferee of all or any part of an Ownership Interest who is not admitted as a substitute Member in accordance with this Agreement has no right [a] to participate or interfere in the management or administration of the Company’s 's business or affairs, [b] to Vote or agree on any matter affecting the Company or any Member, [c] to require any information on account of Company transactions, transactions or [d] except as provided in the next succeeding sentence, to inspect the Company’s 's books and records, or [e] to have its Chief Executive Officer serve on the Board or otherwise to appoint a member to the Board. The only rights right of a Transferee of all or any part of an Ownership Interest who is not admitted as a substitute Member in accordance with this Agreement are [x] is to receive the allocations and Distributions to which the Transferor was entitled as if the Transferee held the Equity Interests of the Transferor (to the extent of the Ownership Interest Transferred), ) and [y] to receive all necessary tax reporting information. Neither the Company nor In any Member will owe any fiduciary duty of any nature to a Transferee who is not admitted as a substitute Member in accordance with this Agreement. Howeverevent, each Transferee of all or any part of an Ownership Interest (including both immediate and remote Transferees) will be subject to all of the obligations, restrictions and other terms contained in this Agreement as if such Transferee were a Member, including Section 6.5. To the extent of any Ownership Interest Transferred, the Transferor Member does will not possess any right or power as a Member and may not exercise any such right or power directly or indirectly on behalf of the Transferee.
Appears in 2 contracts
Samples: Operating Agreement (FLN Finance Inc), Operating Agreement (FLN Finance Inc)
Rights of Transferees. Any Transferee of an Ownership Interest (including a Permitted Transferee) will, on the effective date of the Transfer, have only those rights of an assignee as specified in the Act and this Agreement unless and until such Transferee is admitted as a substitute Member. This provision limiting the rights of a Transferee will not apply if such Transferee is already a Member; provided that, any Member who resigns or retires from the Company in contravention of Section 5.8 will have only the rights of an assignee as specified in the Act and this Agreement. Any Transferee of all or any part of an Ownership Interest who is not admitted as a substitute Member in accordance with this Agreement has no right [a] to participate or interfere in the management or administration of the Company’s 's business or affairs, [b] to Vote vote or agree on any matter affecting the Company or any Member, [c] to require any information on account of Company transactions, or [d] except as provided in the next succeeding sentence, to inspect the Company’s 's books and records, or [e] to have its Chief Executive Officer serve on the Board or otherwise to appoint a member to the Board. The only rights right of a Transferee of all or any part of an Ownership Interest who is not admitted as a substitute Member in accordance with this Agreement are [x] is to receive the allocations and Distributions to which the Transferor was entitled as if the Transferee held the Equity Interests of the Transferor (to the extent of the Ownership Interest Transferred), transferred) and [y] to receive all necessary required tax reporting information. Neither the Company nor any Member will owe any fiduciary duty of any nature to a Transferee who is not admitted as a substitute Member in accordance with this Agreement. However, each Transferee of all or any part of an Ownership Interest (including both immediate and remote Transferees) will be subject to all of the obligations, restrictions and other terms contained in this the Agreement as if such Transferee were a Member, including Section 6.5. To the extent of any Ownership Interest Transferredtransferred, the Transferor Member does not possess any right or power as a Member and may not exercise any such right or power directly or indirectly on behalf of the Transferee. The Members acknowledge that these provisions may differ from the rights of an assignee as set forth in the Act, and the Members agree that they intend, to that extent, to vary those provisions by this Agreement.
Appears in 2 contracts
Samples: Operating Agreement (Casino America Inc), Operating Agreement (Nevada Gold & Casinos Inc)
Rights of Transferees. Any Transferee of an Ownership Interest (including a Permitted Transferee) will, will on the effective date of the Transfer, have only those rights of an assignee as specified in the Act and this Agreement unless and until such Transferee is admitted as a substitute Member. This provision limiting the rights of a Transferee will not apply if such Transferee is already a Member; provided that, any Member who resigns or retires from the Company in contravention of Section 4.4 will have only the rights of an assignee as specified in the Act and this Agreement. Any Transferee of all or any part of an Ownership Interest who is not admitted as a substitute Member in accordance with this Agreement has no right [(a] ) to participate or interfere in the management or administration of the Company’s business or affairs, [(b] ) to Vote vote or agree on any matter affecting the Company or any Member, [(c] ) to require any information on account of Company transactions, [or (d] except as provided in the next succeeding sentence, ) to inspect the Company’s books and records, or [e] to have its Chief Executive Officer serve on the Board or otherwise to appoint a member to the Board. The only rights right of a Transferee of all or any part of an Ownership Interest who is not admitted as a substitute Member in accordance with this Agreement are [x] is to receive the allocations and Distributions to which the Transferor was entitled as if the Transferee held the Equity Interests of the Transferor (to the extent of the Ownership Interest Transferred), transferred) and [y] to receive all necessary required tax reporting information. Neither the Company nor any Member will owe any fiduciary duty of any nature to a Transferee who is not admitted as a substitute Member in accordance with this Agreement. However, each Transferee of all or any part of an Ownership Interest (including both immediate and remote Transferees) will be subject to all of the obligations, restrictions and other terms contained in this the Agreement as if such Transferee were a Member, including Section 6.5. To the extent of any Ownership Interest Transferredtransferred, the Transferor Transferee or Member does not possess any right or power as a Member and may not exercise any such right or power directly or indirectly on behalf of the Transferee. The Members acknowledge that these provisions may differ from the rights of an assignee as set forth in the Act, and the Members agree that they intend, to that extent, to vary those provisions by this Agreement.
Appears in 1 contract
Rights of Transferees. Any Transferee of an Ownership Interest (including a Permitted Transferee) will, on --------------------- the effective date of the Transfer, have only those rights of an assignee as specified in the Act and this Agreement unless and until such Transferee is admitted as a substitute Member. This provision limiting the rights of a Transferee will not apply if such Transferee is already a Member; provided that, any Member who resigns or retires from the Company in contravention of Section 4.4 will have only the rights of an assignee as specified in the Act and this Agreement. Any Transferee of all or any part of an Ownership Interest who is not admitted as a substitute Member in accordance with this Agreement has no right [a] to participate or interfere in the management or administration of the Company’s 's business or affairs, [b] to Vote vote or agree on any matter affecting the Company or any Member, [c] to require any information on account of Company transactions, or [d] except as provided in the next succeeding sentence, to inspect the Company’s 's books and records, or [e] to have its Chief Executive Officer serve on the Board or otherwise to appoint a member to the Board. The only rights right of a Transferee of all or any part of an Ownership Interest who is not admitted as a substitute Member in accordance with this Agreement are [x] is to receive the allocations and Distributions to which the Transferor was entitled as if the Transferee held the Equity Interests of the Transferor (to the extent of the Ownership Interest Transferred), transferred) and [y] to receive all necessary required tax reporting information. Neither the Company nor any Member will owe any fiduciary duty of any nature to a Transferee who is not admitted as a substitute Member in accordance with this Agreement. However, each Transferee of all or any part of an any Ownership Interest (including both immediate and remote Transferees) will be subject to all of the obligations, restrictions and other terms contained in this the Agreement as if such Transferee were a Member, including Section 6.5. To the extent of any Ownership Interest Transferredtransferred, the Tranferor Member does not possess any right or power as a Member. To the extent of any Ownership Interest transferred, the Transferor Member does not possess any right or power as a Member and may not exercise any such right or power directly or indirectly on behalf of the Transferee. The Members acknowledge that these provisions may differ from the rights of an assignee as set forth in the Act, and the Members agree that they intend, to that extent, to vary those provisions by this Agreement.
Appears in 1 contract
Samples: Operating Agreement (Isle of Capri Black Hawk Capital Corp)
Rights of Transferees. Any Transferee of an Ownership a Membership Interest (including a Permitted Transferee) will, on the effective date of the Transfer, have only those rights of an assignee as specified in the Act Law and this Agreement, unless and until such Transferee is admitted as a substitute MemberMember with the consent of all the Members, the granting or denial of which shall be in their sole discretion. This provision limiting the rights of a Transferee will not apply if such Transferee is already a Member, provided that, any Member who resigns or retires from the Company in contravention of Section 7.9 will have only the rights of an assignee as specified in the Law and this Agreement. Any Transferee of all or any part of an Ownership a Membership Interest who is not admitted as a substitute Member in accordance with this Agreement has no right [(a] ) to participate or interfere in the management or administration of the Company’s 's business or affairs, [; (b] ) to Vote vote or agree on any matter affecting the Company or any Member, [; (c] ) to require any information on account of Company transactions, [; or (d] except as provided in the next succeeding sentence, ) to inspect the Company’s 's books and records, or [e] to have its Chief Executive Officer serve on the Board or otherwise to appoint a member to the Board. The only rights right of a Transferee of all or any part of an Ownership a Membership Interest who is not admitted as a substitute Member in accordance with this Agreement are [x] is to receive the allocations and Distributions distributions to which the Transferor was entitled as if the Transferee held the Equity Interests of the Transferor (to the extent of the Ownership Membership Interest Transferred), transferred) and [y] to receive all necessary required tax reporting information. Neither the Company nor any Member will owe any fiduciary duty of any nature to a Transferee who is not admitted as a substitute Member in accordance with this Agreement. However, each Transferee of all or any part of an Ownership a Membership Interest (including both immediate and remote transferees) will be subject to all of the obligations, restrictions and other terms contained in this Agreement as if such Transferee were a Member, including Section 6.5. To the extent of any Ownership Membership Interest Transferred, transferred the Transferor Member does not possess any right or power as a Member and may not exercise any such right or power directly or indirectly on behalf of the Transferee. The Members acknowledge that these provisions may differ from the rights of an assignee as set forth in the Law, and the Members agree that they intend, to that extent, to vary those provisions by this Agreement.
Appears in 1 contract