Transfer of Company Interest Sample Clauses
Transfer of Company Interest. (a) No Participant may Transfer any Company Interest except in compliance with this Section 3.4. Any Transfer or attempted Transfer in contravention of the foregoing sentence or any other provision of this Agreement shall be null and void ab initio and ineffective to Transfer any Company Interest and shall not bind or be recognized by or on the books of the Company, and any transferee in such transaction shall not, to the maximum extent permitted by applicable law, be or be treated as or deemed to be a Participant (or an assignee within the meaning of § 18-702 of the Delaware Act) for any purpose.
(b) No Participant may Transfer any Company Interest except to a national securities exchange or national securities association that succeeds to the business of such Participant as a result of a merger or consolidation with such Participant or the Transfer of all or substantially all of the assets or equity of such Participant.
(c) Notwithstanding anything to the contrary contained in this Agreement, no Participant may Transfer any Company Interest to any transferee as permitted by Section 3.4(b) (a “Permitted Transferee”) unless: (i) such Permitted Transferee executes a counterpart of this Agreement, at which time Exhibit A shall be amended to reflect the status of said Permitted Transferee as a Participant (including said Permitted Transferee’s address for purposes of notices delivered pursuant to this Agreement); and (ii) the amendment to this Agreement reflecting the Transfer of a Company Interest to a Permitted Transferee is approved by the Commission in accordance with SEC Rule 608 or otherwise becomes effective pursuant to SEC Rule 608. Subject to compliance with this Section 3.4, such amendment and such Transfer shall be effective only when it is approved by the SEC in accordance with SEC Rule 608 or otherwise becomes effective pursuant to SEC Rule 608, as applicable.
(d) The Company shall not be required to recognize any Transfer of any Company Interest until the instrument conveying such Company Interest, in form and substance satisfactory to the Company, has been delivered to the Company at its principal office for recordation on the books of the Company and the transferring Participant or Permitted Transferee has paid all costs and expenses of the Company in connection with such Transfer. The Company shall be entitled to treat the record owner of any Company Interest as the absolute owner thereof in all respects, and neither the Company nor any Parti...
Transfer of Company Interest. (a) Subject to Sections 9.1(b), (c), (d) and (e), no Member will be permitted to (i) sell, exchange, transfer, assign, participate, pledge or otherwise dispose of (a “Transfer”) or (ii) give, encumber, assign, pledge, mortgage, hypothecate or otherwise use as collateral or other security all or any part of its Interest without the written consent of the other Members; provided, that (but subject to Sections 9.1(b), (c), (d) and (e)) (A) a Member may Transfer all or part of its Interest (the “Transferred Interest”) to an Affiliate at any time, but in the event of the Transfer of the Interest of a Member (the “Transferring Member”) to an Affiliate (other than a Permitted Affiliate Transfer), the Transferring Member shall remain liable for all obligations applicable to the Transferred Interest; provided, further, that if the Transferring Member requests the consent of the other Members (the “Non Transferring Members”) to approve the release of the Transferring Member from any future obligations applicable to the Transferred Interest, the Non Transferring Members shall not unreasonably withhold, condition or delay their consent to such release (provided that the proposed replacement member has a creditworthiness substantially similar to, or greater than, the creditworthiness of the Transferring Member), and (B) from and after the third anniversary of the date hereof, the Transfer of the Interest of a Member to a third party purchaser in a bona fide transaction will be permitted (subject to the next following sentence), if the Transferring Member provides notice to the Non Transferring Members of the terms of the proposed Transfer of the offered Interests (the “Offered Interests”) (including the price for the proposed Transfer (the “Offer Price”)), and the Non-Transferring Members do not within the Exercise Period (as defined below) exercise their rights of first offer to acquire the Transferring Member’s Offered Interests at a price equal to the Offer Price. To the extent that the Non-Transferring Members elect not to acquire any of the Offered Interests, the Transferring Member will have ninety (90) days following the expiration of the Exercise Period to sell such Offered Interests to the Proposed Transferee at a price at least equal to 95% of the Offer Price and subject to terms that are substantially similar to those proposed by the Transferring Member to the Non-Transferring Member, or better, taken as a whole, for the Transferring Member; provided, that (...
Transfer of Company Interest. (a) Except to the extent permitted pursuant to Sections 5.4 and 5.5(a) and as provided by Section 10.3(a), no Member may Transfer (or xxxxx x Xxxx on) all or any portion of its Company Interest to any Person, unless (i) it has first received prior written consent from all of the other Members, and (ii) such Transfer (or grant of a Lien on) is made in accordance with applicable Law.
(b) Any purported Transfer of (or grant of a Lien on) all or any portion of a Member’s Company Interest in breach of the terms of this Agreement shall be null and void ab initio, and the Company shall not recognize any such prohibited Transfer (or such grant of a Lien).
(c) The Members agree that notwithstanding anything to the contrary in this Agreement, until the occurrence of the In-Service Date, no Member shall Transfer all or any portion of its Company Interest to any Person other than to the extent permitted pursuant to Section 5.4, unless such Transfer has first been approved in writing by both the Spectra Member and the Xxxxxxxx Member.
(d) Upon any Transfer of all or part of a Member’s Company Interest in accordance with this Agreement, such transferee shall be admitted as a Member upon such transferee becoming a party to this Agreement by executing an assumption and adoption agreement in a form reasonably acceptable to all of the other Members.
Transfer of Company Interest. No Member may transfer, sell, assign, pledge, mortgage, or dispose of or grant a security interest in his or her interest in the Company (each, a "Transfer") without the prior unanimous written consent of all the Members at the time of such Transfer. Any purported Transfer in contravention of this Section 5.3 shall be null and void.
Transfer of Company Interest. In the event a Member transfers all or part of such Member’s interest in the Company pursuant to Article 8, the Net Profit or Net Loss of the Company
Transfer of Company Interest. 13.2.1 The prior written consent of the Members and, if applicable under the SBIC Act, the SBA shall be required for the transfer, sale, pledge, assignment or other disposition of any Member's Interest in the Company, except: (i) By transfer to a trust, profit sharing plan or other entity controlled by and for the benefit of the Member;
Transfer of Company Interest. The Company shall give notice of the existence of this Agreement to any purchaser, transferee, lessee or designee of the company.
Transfer of Company Interest. Except as otherwise expressly provided in this Section 8, no Member may voluntarily withdraw from the Company and no Interest in the Company may be transferred without the consent of all Members. As used in this Section, "Transfer" means to directly or indirectly (including by transfer of controlling equity or other ownership interest in a Member) transfer, sell, assign, pledge, hypothecate, or otherwise dispose of any interest in the Company.
Transfer of Company Interest. Except as provided in this Article Eight and Article Nine below and except upon the prior written consent of all Members, no interest in the Company may be assigned, transferred, encumbered, hypothecated or otherwise disposed of and no person may be added as a Member of the Company, and any attempted transfer, assignment, encumbrance, hypothecation or other disposition or the addition of~ any Member without such authorization, shall be null and void and have no force or effect whatsoever, provided, however, that to the extent required by law, an assignee of any interest in this Company because of a transfer or assignment which is not consented to in writing by all Members (except to the extent as is otherwise provided by this Agreement) shall be entitled only to the tights and benefits not inconsistent with this Agreement as presently provided by Ind. Code ss.ss. 23-18-6-3, 23-18-6-4 and 00-08-6-7 for such assignee and shall be subject to all the restrictions and conditions provided in those sections for such assignee.
Transfer of Company Interest