Sale or Assignment of Interest Sample Clauses

Sale or Assignment of Interest. A member’s interest in the Company may be sold or assigned first to the another members of the Company in proportion to their membership interests, and second to a third party with the written consent of all remaining members provided that the sale or assignment would not entitle any creditor of the Company to declare a default on the terms of any credit extended to the Company (“Default Restriction”). The offer to purchase must be made in writing, set forth the purchase price and other material terms of the proposed sale or assignment and delivered to each member of the Company (“Offer Notice”).
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Sale or Assignment of Interest. (a) No interest of any Member in the LLC or otherwise under this Agreement shall be sold, transferred, pledged, encumbered, hypothecated or assigned, unless (i) such transaction complies with any relevant provisions of Section 8(b), (ii) any sale or other assignment of the interest subsumes the Member's entire interest in the LLC (including all of the Member's voting rights, powers of appointment, informational rights, Percentage Interest and Capital Account), (iii) the counterparty to the transaction expressly acknowledges that it acquires its rights in or against the interest subject to the terms of this Agreement (which shall continue to govern) and such counterparty assumes in writing any obligations of the selling Member from and after the date of such assumption under this Agreement and the Assignment and Assumption Agreement of even date, (iv) reasonable assurances are provided to the remaining Member that all monetary obligations hereunder of the selling Member prior to the date of such assumption have been or will be satisfied, and (v) such transaction would not result in a breach or default under any agreement to which the LLC is a party or give rise to the right to accelerate the maturity of any LLC indebtedness or result in any fees or penalties to the LLC (unless the transferee or assignor indemnifies the LLC against such fees or penalties in a manner reasonably satisfactory to the non-transferring Member or pays such fees or penalties).
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Sale or Assignment of Interest 
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Related to Sale or Assignment of Interest

  • Pledge or Assignment With respect to Contracts that are “electronic chattel paper”, the authoritative copy of each Contract communicated to the Custodian has no marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than the Trust Collateral Agent.

  • Transfer or Assignment (i) Counterparty shall have the right to transfer or assign its rights and obligations hereunder with respect to all, but not less than all, of the Options hereunder (such Options, the “Transfer Options”); provided that such transfer or assignment shall be subject to reasonable conditions that Dealer may impose, including but not limited, to the following conditions:

  • No Transfer or Assignment No rights under this Award shall be assignable or transferable by the Grantee, except to the extent expressly permitted by the Plan.

  • Transfer or Assignment of Registration Rights The rights to cause the Company to register securities granted to a Holder by the Company under this Section 1 may be transferred or assigned by a Holder only to a transferee or assignee of not less than twenty-five thousand (25,000) shares of Registrable Securities (as presently constituted and subject to subsequent adjustments for stock splits, stock dividends, reverse stock splits, and the like), provided that the Company is given written notice at the time of or within a reasonable time after said transfer or assignment, stating the name and address of the transferee or assignee and identifying the securities with respect to which such registration rights are being transferred or assigned, and, provided further, that the transferee or assignee of such rights assumes in writing the obligations of such Holder under this Section 1.

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