SALE, ASSIGNMENT OR TRANSFER OF A MEMBERSHIP INTEREST Sample Clauses

SALE, ASSIGNMENT OR TRANSFER OF A MEMBERSHIP INTEREST. Except as otherwise provided in this Agreement, and subject to the provisions of Sections 10.7 and 10.8 hereof, no Member shall be entitled to sell, transfer, exchange, convey, assign, encumber or in any way alienate ("Transfer"), all or any part of such Member's Membership Interest in the Company except upon the Unanimous Vote of the Members, which approval may be granted or withheld in the sole and absolute discretion of the Members. Without limiting the foregoing, the sale, transfer, exchange, conveyance, assignment or encumbrance (or the occurrence of any other event which has the effect of the foregoing, (ex: admission of additional shareholders, members or partners of a Member), of fifty percent (50%) or more of: (a) the voting stock of a Member (if the Member is a corporation); (b) the membership interests of a Member (if the Member is a limited liability company); or (c) the partnership interests of a Member (if the Member is a general or limited partnership), whether in one transaction, or in a series of related or unrelated transactions, shall be deemed to constitute a "Transfer" for purposes of this Section 10.1. Subject to the approval of any such Transfer by the Unanimous Vote of the Members, upon the consummation of any such Transfer, the Membership Interest so transferred shall continue to be subject to the terms and conditions of this Agreement and any further Transfers of all or any portion of the applicable Membership Interest shall be subject to the terms and conditions of this Agreement.
Sample 1
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Related to SALE, ASSIGNMENT OR TRANSFER OF A MEMBERSHIP INTEREST

  • Assignment of Membership Interest Contributor shall have executed and delivered to Acquirer an Assignment and Assumption Agreement, in substantially the form of Exhibit A attached hereto (the "Assignment and Assumption Agreement");

  • Assignment of Membership Interests The Assignment of Membership Interests shall have been fully executed and delivered to Purchaser.

  • Transfer of Membership Interest The Sole Member may Transfer any part or all of its rights and interest (including, but not limited to, its Capital Account) in the Company (each a “Membership Interest”) now owned or hereafter acquired to any Person, and the transferee of such Membership Interest shall become a Member of the Company.

  • Transfer of Membership Interests (a) The Member may transfer its Membership Interest, in whole but not in part, but the transferee shall not be admitted as a Member except in accordance with Section 6.07. Until the transferee is admitted as a Member, the Member shall continue to be the sole member of the Company (subject to Section 1.02) and to be entitled to exercise any rights or powers of a Member of the Company with respect to the Membership Interest transferred.

  • Transfer of Optioned Interests For each exercise of the Equity Interest Purchase Option:

  • Sale or Transfer The Noteholder has not sold, assigned, conveyed, transferred, mortgaged, hypothecated, pledged or encumbered or otherwise permitted any lien to be incurred with respect to the Note or any portion thereof.

  • No Sale or Transfer No Receivable has been sold, transferred, assigned or pledged by the Depositor to any Person other than the Issuer.

  • Assignment or Transfer In no event will either the Reinsured or the Reinsurer assign any of its rights, duties and or obligations under this Agreement without the prior written approval of the other party. Such approval will not unreasonably be withheld. In no event will either the Reinsured or the Reinsurer transfer either the IncomeFlex Contracts reinsured under this Agreement or the reinsurance without the prior written approval of the other party. Such approval will not unreasonably be withheld. No assignment or transfer shall be effective unless such assignment or transfer is (i) filed with the Reinsured’s appropriate domiciliary regulator(s) at least 30 days prior to the proposed effective date, (ii) not disapproved, (iii) made in writing, and (iv) signed by the parties hereto.

  • Exchange, Transfer or Assignment of Warrant This Warrant is exchangeable, without expense, at the option of the Holder, upon presentation and surrender hereof to the Company or at the office of its stock transfer agent, if any, for other Warrants of different denominations, entitling the Holder or Holders thereof to purchase in the aggregate the same number of shares of Common Stock purchasable hereunder. Upon surrender of this Warrant to the Company or at the office of its stock transfer agent, if any, with the Assignment Form annexed hereto duly executed and funds sufficient to pay any transfer tax, the Company shall, without charge, execute and deliver a new Warrant in the name of the assignee named in such instrument of assignment and this Warrant shall promptly be canceled. This Warrant may be divided or combined with other Warrants that carry the same rights upon presentation hereof at the office of the Company or at the office of its stock transfer agent, if any, together with a written notice specifying the names and denominations in which new Warrants are to be issued and signed by the Holder hereof.

  • Assignment or transfer fee The New Lender shall, on the date upon which an assignment or transfer takes effect, pay to the Facility Agent (for its own account) a fee of USD 2,500.

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