Status of Assignee. Any person who acquires all or any portion of the interest of a Member in the Company in any manner (including a Permitted Transferee), shall not be a Member of the Company unless and until the conditions of Section 12.8 are satisfied. Unless and until such conditions are satisfied, such person shall, to the extent of the interest acquired, be entitled only to the transferor Member’s rights, if any, in the Profits, Losses, Net Cash Receipts and other distributions to the Members pursuant to this Agreement, subject to the liabilities and obligations of transferor Member hereunder; but such person shall have no right to act on behalf of the Company or otherwise participate in the management of the business and affairs of the Company, and such person and his Participating Percentage shall be disregarded in determining whether the approval, consent or any other action has been given or taken by the Members. Any such assignee shall have the same right, subject to the same limitations, as the transferor Member had under the provisions of this Article 12 to assign its interest as a Member (including the right to assign such interest to any Permitted Transferee of such Member pursuant to Section 12.2), but any such further assignee shall have only the rights set forth in this Section 12.7 and shall not become an additional or substituted Member of the Company unless and until the conditions of Section 12.8 have been satisfied.
Appears in 3 contracts
Samples: Operating Agreement, Operating Agreement (Gallagher Arthur J & Co), Operating Agreement (Gallagher Arthur J & Co)
Status of Assignee. Any person who acquires all or any portion of the interest of a Member in the Company in any manner (including pursuant to a Permitted Transfereetransfer permitted by Section 12.1 or 12.2), shall not be a Member of the Company unless and until the conditions of Section 12.8 12.7 are satisfied. Unless and until such conditions are satisfied, such person shall, to the extent of the interest acquired, be entitled only to the transferor Member’s rights, if any, in the Profits, Losses, Net Cash Receipts and other distributions to the Members pursuant to this Agreement, subject to the liabilities and obligations of transferor Member hereunder; but such person shall have no right to act on behalf of the Company or otherwise participate in the management of the business and affairs of the Company, Company and such person and his Participating Percentage shall be disregarded in determining whether the approval, consent or any other action has been given or taken by the Members. Any such assignee shall have the same right, subject to the same limitations, as the transferor Member had under the provisions of this Article 12 to assign its interest as a Member (including the right to assign such interest to any a Permitted Transferee of such Member pursuant to Section 12.2Member), but any such further assignee shall have only the rights set forth in this Section 12.7 12.6 and shall not become an additional or substituted Member of the Company unless and until the conditions of Section 12.8 12.7 have been satisfied.
Appears in 2 contracts
Samples: Operating Agreement (Sidoti & Company, Inc.), Operating Agreement (Sidoti & Company, Inc.)
Status of Assignee. Any person who acquires all or any portion of the interest of a Member in the Company in any manner (including including, but not limited to, to a Permitted Transfereetransfer permitted by Section 10.1, 10.2 or 10.5), shall not be a Member of the Company unless and until the conditions of Section 12.8 10.3 are satisfied. Unless and until such conditions are satisfied, such person shall, to the extent of the interest acquired, be entitled only to the transferor Member’s rights, if any, in the Net Profits, Losses, Net Losses and Distributable Cash Receipts and other distributions to the Members pursuant to this Operating Agreement, subject to the liabilities and obligations of the transferor Member hereunder; but such person shall have no right to act on behalf of the Company or otherwise participate in the management of the business and affairs of the Company, Company and such person and his Participating Percentage shall be disregarded in determining whether the approval, consent or any other action has been given or taken by the Members. Any such assignee shall have the same right, subject to the same limitations, as the transferor Member had under the provisions of this Article 12 10 to assign its interest as a Member (including the right to assign such interest to any Permitted Transferee of person to which such Member could have assigned its interest pursuant to Section 12.2Sections 10.1, 10.2 or 10.5), but any such further assignee shall have only the rights set forth in this Section 12.7 10.6 and shall not become an additional or substituted Member of the Company unless and until the conditions of this Section 12.8 10.6 have been satisfied.
Appears in 1 contract
Samples: Omnibus Agreement (First Union Real Estate Equity & Mortgage Investments)
Status of Assignee. Any person who acquires all or any portion of the interest of a Member in the Company in any manner (including including, but not limited to, to a Permitted Transfereetransfer permitted by Section 10.1, 10.2 or 10.5), shall not be a Member of the Company unless and until the conditions of Section 12.8 10.3 are satisfied. Unless and until such conditions are satisfied, such person shall, to the extent of the interest acquired, be entitled only to the transferor Member’s 's rights, if any, in the Net Profits, Losses, Net Losses and Distributable Cash Receipts and other distributions to the Members pursuant to this Operating Agreement, subject to the liabilities and obligations of the transferor Member hereunder; but such person shall have no right to act on behalf of the Company or otherwise participate in the management of the business and affairs of the Company, Company and such person and his Participating Percentage shall be disregarded in determining whether the approval, consent or any other action has been given or taken by the Members. Any such assignee shall have the same right, subject to the same limitations, as the transferor Member had under the provisions of this Article 12 10 to assign its interest as a Member (including the right to assign such interest to any Permitted Transferee of person to which such Member could have assigned its interest pursuant to Section 12.2Sections 10.1, 10.2 or 10.5), but any such further assignee shall have only the rights set forth in this Section 12.7 10.6 and shall not become an additional or substituted Member of the Company unless and until the conditions of this Section 12.8 10.6 have been satisfied.
Appears in 1 contract
Samples: Omnibus Agreement (First Union Real Estate Equity & Mortgage Investments)
Status of Assignee. Any person who acquires all or any portion of the interest of a Member in the Company in any manner (including including, but not limited to, to a Permitted Transfereetransfer permitted by Section 10.1, 10.2 or 10.5), shall not be a Member of the Company unless and until (i) the conditions of Section 12.8 10.3 are satisfiedsatisfied and (ii) in the case of Class A Members only, the remaining Class A Members approve by a Majority Vote the admission of such person as a Member in the Company. Unless and until such conditions are satisfied, such person shall, to the extent of the interest acquired, be entitled only to the transferor Member’s 's rights, if any, in the Net Profits, Losses, Net Losses and Distributable Cash Receipts and other distributions to the Members pursuant to this Operating Agreement, subject to the liabilities and obligations of the transferor Member hereunder; but such person shall have no right to act on behalf of the Company or otherwise participate in the management of the business and affairs of the Company, Company and such person and his Participating Percentage shall be disregarded in determining whether the approval, consent or any other action has been given or taken by the Members. Any such assignee shall have the same right, subject to the same limitations, as the transferor Member had under the provisions of this Article 12 10 to assign its interest as a Member (including the right to assign such interest to any Permitted Transferee of person to which such Member could have assigned its interest pursuant to Section 12.2Sections 10.1, 10.2 or 10.5), but any such further assignee shall have only the rights set forth in this Section 12.7 10.6 and shall not become an additional or substituted Member of the Company unless and until the conditions of this Section 12.8 10.6 have been satisfied.
Appears in 1 contract
Samples: Omnibus Agreement (First Union Real Estate Equity & Mortgage Investments)