Transfer of Common Units. Other than as provided for below in this Section 8.1 or in Section 8.2, no Member may sell, assign, transfer, grant a participation in, pledge, hypothecate, encumber or otherwise dispose of (such transaction being herein collectively called a “Transfer”) all or any portion of its Common Units except with the approval of the Manager, which may be granted or withheld in its sole discretion. Without the approval of the Manager (but otherwise in compliance with Section 8.1 and Section 8.2), a Member may, at any time, (a) Transfer any portion of such Member’s Common Units pursuant to the Exchange Agreement, and (b) Transfer any portion of such Member’s Common Units to a Permitted Transferee of such Member. Any Transfer of Class A Common Units to a Permitted Transferee of such Member by a Member which also holds Class B Common Stock must be accompanied by the transfer of a corresponding number of shares of Class B Common Stock (determined based upon the Exchange Rate then in effect) to such Permitted Transferee. Any purported Transfer of all or a portion of a Member’s Common Units not complying with this Section 8.1 shall be void ab initio and shall not create any obligation on the part of the Company or the other Members to recognize that purported Transfer or to recognize the Person to which the Transfer purportedly was made as a Member. A Person acquiring a Member’s Common Units pursuant to this Section 8.1 shall not be admitted as a substituted or Additional Member except in accordance with the requirements of Section 8.3, but such Person shall, to the extent of the Common Units transferred to it, be entitled to such Member’s (i) share of Distributions, (ii) share of Profits and Losses and (iii) Capital Account in accordance with Section 3.6. Notwithstanding anything in this Section 8.1 or elsewhere in this Agreement to the contrary, if a Member Transfers all or any portion of its Common Units after the designation of a record date and declaration of a Distribution pursuant to Section 4.1 and before the payment date of such distribution, the transferring Member (and not the Person acquiring all or any portion of its Common Units) shall be entitled to receive such Distribution in respect of such transferred Common Units.
Transfer of Common Units. During the Purchase Price Adjustment Period, NEE Equity or any permitted transferee may not transfer any of its Common Units to any Person other than to an Affiliate of NEE Equity that agrees to assume the corresponding amount of NEE Equity’s obligations hereunder.
Transfer of Common Units. No Member may Transfer any or all of its Common Units except with the prior written consent of the Control Group in its discretion, and any attempt to do any of the foregoing otherwise shall be null and void ab initio and of no force or effect; provided, that a Member may Transfer all of its Common Units to a Permitted Transferee with the prior written consent of the Control Group (not be unreasonably withheld, conditioned or delayed), subject to compliance by such Permitted Transferee with Section 3.3.
Transfer of Common Units. Upon the terms and subject to the conditions contained herein, at the Closing, immediately subsequent to the contribution and assumption described in Sections 2.1 and 2.2 above, Seller will sell, convey, transfer, assign and deliver to Buyer Sub 1, and Buyer Sub 1 will acquire from Seller, the Seller Common Units, free and clear of all Encumbrances.
Transfer of Common Units. Upon the terms and subject to the conditions contained herein, at the Closing, immediately subsequent to execution and delivery of the instruments and documents described in Sections 3.2(a) and (b) above, Seller shall execute and deliver to Buyer Sub 2 an Assignment of Common Units and Seller shall deliver to Buyer Sub 2 one or more Common Unit certificates evidencing the NES Common Units to convey the NES Common Units to Buyer Sub 2.
Transfer of Common Units. The Member may freely transfer or encumber its Common Units in the Company. Any transferee shall be admitted into the Company as a substituted member upon the written consent of the Member, which it may grant or withhold in its sole, absolute and unfettered discretion, and any such transferee’s execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Notwithstanding anything to the contrary herein, any successor or assignee of the assigning Member resulting from the foreclosure or other exercise of remedies with respect to the membership interest in connection with any pledge or hypothecation by the Member of all or any part of its membership interest in connection with the Company’s or Member’s indebtedness, liabilities and obligations to such lender (or agent and group of lenders), shall automatically be admitted as a member and have all the rights and powers of the assigning Member under this Agreement, including, without limitation, all economic rights, voting rights, and control rights, and applicable law, in each case, without the need for further consents, written consent, amendment to or amendment and restatement of this Agreement, or any other actions of any other person, the Company, or Member.
Transfer of Common Units. On January 1, 2001, the New Partners shall become Substitute Limited Partners of the Partnership pursuant to Sections 11.3 and 11.4 of the Partnership Agreement and shall receive from the Transferring Partners the corresponding number of Common Units set forth in Section 4 hereof.
Transfer of Common Units. In exchange for services performed or to be performed by Recipient for the Company, the Company hereby transfers, assigns and issues to the Recipient, the Common Units.
Transfer of Common Units. On the Closing Date, each of the Seller and Xxxxxx shall sell, assign, transfer, convey and deliver or caused to be sold, assigned, transferred, conveyed and delivered to the Purchaser all of the Common Units by delivery of certificates evidencing the Common Units, duly endorsed in blank (or together with assignments separate from certificate, duly endorsed in blank), sufficient to vest in the Purchaser good, complete and indefeasible title to the Common Units, free and clear of all Liens, but subject to the terms of the LLC Agreement and Members Agreement. All such documents shall be in form and substance consistent with this Agreement and reasonably satisfactory to the Purchaser.
Transfer of Common Units
