Transfer and Assignment of Units Sample Clauses

Transfer and Assignment of Units. Subject to the requirements of this Article 8, a Member may only Transfer all or any part of such Member’s Units upon the prior written consent of the Manager, which consent shall not be unreasonably withheld; provided, however, that the Manager’s consent may be withheld in the Manager’s sole discretion with regard to any proposed Transfer by a Member to any Person that is engaged either directly or indirectly in a business that is, in the Manager’s sole determination, competitive with the business of the Company. After the consummation of any Transfer of a Member’s Units, the Units so Transferred shall continue to be subject to the terms and provisions of this Agreement and the Act and any further Transfers shall be required to comply with all the terms and provisions of this Agreement. Any voluntary Transfer in violation of the provisions of this Article 8 shall be void ab initio. Notwithstanding anything in this Agreement to the contrary, the restrictions on Transfer in this Article 8 shall not apply to the Manager.
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Transfer and Assignment of Units. 7.1 Except as expressly provided in this Agreement, a Member shall not transfer any of the Member’s Units, whether now owned or hereafter acquired, unless (a) the Managers approve the proposed transferee’s admission to the Company as a Member in writing, (b) the proposed transferee agrees in writing to be bound by this Agreement, (c) the proposed transferee pays any reasonable expenses in connection with admission as a new Member, (d) the transfer is made in compliance with the Securities Act, the Laws, and the provisions of this Agreement, and (e) the transfer will not result in the Company being subject to the Investment Company Act of 1940, as amended. No Member may encumber or permit or suffer any encumbrance of all or any part of the Member’s Membership Interest unless such encumbrance has been approved in writing by the Managers. Notwithstanding any other provision of this Agreement to the contrary, a Member who is a natural person may freely transfer any of his or her Units to any revocable trust created for the benefit of the Member, or any combination between or among the Member, the Member’s spouse, and the Member’s issue.
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Transfer and Assignment of Units. (a) No Member shall be permitted to Transfer any Class A Units, unless the Company is permitted to Transfer one or more of the Bruin Purchaser Units held by the Company pursuant to the provisions of Article IX of the Bruin Purchaser Company Agreement, and any provisions of Sections 9.4 through 9.6 thereof shall apply to Class A Units as if the Members directly hold Bruin Purchaser Units. In the event a Transfer is permitted by this Section 4.5, the Managing Member shall admit the transferee as a Member upon such Person executing a joinder in the form of Exhibit B to this Agreement and each of the transferee and transferor executing such other documents and instruments as the Managing Member deems necessary or appropriate. Except with Unanimous Approval, the Class B Unit shall not be Transferable by the Managing Member. Upon removal of the Managing Member in accordance with Section 5.1, the Managing Member shall transfer the Class B Unit to the successor manager. (b) Notwithstanding anything to the contrary in this Agreement, any Transfer of Class A Units (including any permitted Transfers) shall be valid hereunder only if: (i) the Transferor and the Transferee (and, in the case of an individual, his or her spouse) execute and deliver to the Company such documents and instruments of conveyance as may be reasonably requested by the Managing Member to effect such Transfer and to confirm the agreement of the Transferee to be bound by the provisions of this Agreement; and (ii) the Transferor and the Transferee provide to the Managing Member the Transferee’s taxpayer identification number and any other information reasonably necessary to permit the Company to file all required federal and state tax returns and other legally required information statements or returns. (c) Subject to Section 4.5(d), the Transferee of any Transfer of Membership Units permitted pursuant to this Agreement shall be a Transferee only, and shall only receive, to the extent Transferred, the Economic Interest associated with the Membership 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 Membership Units remaining with the Transferor. The Transferor shall remain a Member even if it has Transferred all of its Membership Units to one or more Transferees until such time as all such Transferees are admitted to the Company as Substitute M...
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Transfer and Assignment of Units 
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Related to Transfer and Assignment of Units

  • Transfer and Assignment Party A may assign or transfer any of its rights or delegate any of its duties hereunder to any Affiliate of Party A that has a long-term issuer rating or a rating for its long term, unsecured and unsubordinated indebtedness that is equal to or better than Party A’s credit rating at the time of such assignment or transfer so long as (a) such assignee or transferee is organized under the laws of the United States or any State thereof; (b) Party B will not be required to pay to such assignee or transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than the amount in respect of which Party B would have been required to pay Party A in the absence of such assignment or transfer; (c) Party B will not receive a payment from which an amount has been withheld or deducted on account of a Tax under Section 2(d)(i) of the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Party A would be required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax; and (d) no Event of Default, Potential Event of Default, Termination Event, Potential Adjustment Event or Acceleration Event will occur as a result of such assignment or transfer. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations. Party A shall be discharged of its obligations to Party B to the extent of any such performance.

  • Transfer and Assignment of Interests With the exception of transfers between family members, stated in 6.3, Members who wish to transfer, assign, convey or sell their Membership Interest must obtain unanimous written approval from the other Members. The other Members may approve or reject this request in their sole discretion.

  • Sale and Assignment On the terms and conditions set forth herein, effective on and as of the Assignment Date, the Assignor hereby sells, assigns and transfers to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, all of the right, title and interest of the Assignor in and to, and all of the obligations of the Assignor in respect of, the Assigned Interest. Such sale, assignment and transfer is without recourse and, except as expressly provided in this Agreement, without representation or warranty.

  • Xxxx of Sale and Assignment Xxxx of Sale and Assignment for the Property (the “Xxxx of Sale”) executed by Seller and Purchaser assigning to Purchaser the Tangible Personal Property, in the form attached to this Agreement as Exhibit D.

  • Variation and Assignment No variation of this agreement shall be valid or effective unless it is in writing. We may amend this TOBA by sending you either a notice of amendment in writing or a revised TOBA. We are entitled to assign this TOBA to any other Affiliate for so long as such company remains an Affiliate.

  • Transfers and Assignments You cannot assign or transfer any interest in your account unless we agree in writing.

  • Transfer, Amendment and Assignment No transfer, amendment, waiver, supplement, assignment or other modification of this Transaction shall be permitted by either party unless each of Standard & Poor's Ratings Service, a division of The XxXxxx-Xxxx Companies, Inc ("S&P") and Xxxxx'x Investors Service, Inc. ("MOODY'S"), has been provided notice of the same and confirms in writing (including by facsimile transmission) that it will not downgrade, qualify, withdraw or otherwise modify its then-current ratings on the Certificates issued under the Pooling and Servicing Agreement (the "CERTIFICATES").

  • Termination and Assignment (a) This Agreement may be terminated at any time, upon sixty days’ written notice, without the payment of any penalty, (i) by the Trustees, (ii) by the vote of a majority of the outstanding voting securities of the Fund; (iii) by Manager with the consent of the Trustees, or (iv) by Subadviser. (b) This Agreement will terminate automatically, without the payment of any penalty, (i) in the event of its assignment (as defined in the Investment Company Act) or (ii) in the event the Management Contract is terminated for any reason.

  • Successors and Assigns; Assignment of Purchase Agreement This Agreement shall bind and inure to the benefit of and be enforceable by the Seller and the Purchaser and the respective permitted successors and assigns of the Seller and the successors and assigns of the Purchaser. This Agreement shall not be assigned, pledged or hypothecated by the Seller to a third party without the prior written consent of the Purchaser, which consent may be withheld by the Purchaser in its sole discretion. This Agreement may be assigned, pledged or hypothecated by the Purchaser in whole or in part, and with respect to one or more of the Mortgage Loans, without the consent of the Seller. There shall be no limitation on the number of assignments or transfers allowable by the Purchaser with respect to the Mortgage Loans and this Agreement. In the event the Purchaser assigns this Agreement, and the assignee assumes any of the Purchaser's obligations hereunder, the Seller acknowledges and agrees to look solely to such assignee, and not to the Purchaser, for performance of the obligations so assumed and the Purchaser shall be relieved from any liability to the Seller with respect thereto.

  • Amendment and Assignment of Agreement This Agreement may not be amended or assigned without the affirmative vote of a majority of the outstanding voting securities of the Fund, and this Agreement shall automatically and immediately terminate in the event of its assignment.

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