Transfer of Company Interest. (a) No Holder shall Transfer all or any portion of his, her or its Common Units in the Company without the prior written consent of the Board, which consent may be given or withheld in its sole discretion. Other than as collateral security for loans provided to the Board or an Affiliate thereof, no Holder shall pledge or otherwise encumber all or any portion of his, her or its Common Units without the prior written consent of the Board, which consent may be given or withheld in its sole and absolute discretion.
(b) Notwithstanding any other provision of this Agreement and to the fullest extent permitted by law, any Transfer by the Holders in contravention of any of the provisions of this Section 4.4 shall be void and ineffective, and shall not bind, or be recognized by, the Company.
(c) If and to the extent any Transfer of any Common Units is permitted hereunder, this Agreement (including the exhibits hereto) shall be amended by the Board to reflect the Transfer of the Common Units to the transferee, to admit the transferee as a Member and to reflect the withdrawal of the transferring Holder (or the reduction of such transferring Holder’s Common Units). The effectiveness of the Transfer of any Common Units permitted pursuant to this Section 4.4 shall be deemed effective immediately prior to the Transfer of such Common Units to such Holder or, if later, on the first date that the Board receives evidence of such Transfer, including the terms thereof. The admission of any substitute Member pursuant to this Section 4.4 shall be deemed to occur immediately prior to the effectiveness of such Transfer. If the transferring Holder has transferred all or any of its Common Units pursuant to this Section 4.4, then, immediately following the effectiveness of such Transfer, the transferring Holder shall cease to be a Holder with respect to such Common Units.
(d) A Transfer by a Member or other Person shall not itself dissolve the Company or entitle the Assignee to become a Member or exercise any rights of a Member. An Assignee that is not admitted as a Member pursuant to this Section 4.4 shall be entitled only to the Economic Interest with respect to the Common Units held thereby and shall have no other rights with respect to the Common Units Transferred, including, without limitation, to any information or accounting of the affairs of the Company, to inspect the books or records of the Company or to any other information to which a Member would be entitled under Sectio...
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) and (d), 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, 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) 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 (i) the Transferring Member provides written notice to the Non-Transferring Members of its desire to sell the offered Interests (the “Offered Interests”), and (ii) the Non-Transferring Members either (x) offer to purchase all of such Offered Interests within twenty (20) days of receipt of such notice (the “Exercise Period”) at a price that is rejected by the Transferring Member, (y) choose not to offer to purchase the Offered Interests within the Exercise Period, or (z) with respect to Non-Transferring Members who have made an offer which has been accepted by the Transferring Member (such price in clause (x) or (z), the “Price Floor”), fail to consummate the purchase of the Offered Interests within thirty (30) days of the expiry of the Exercise Period negotiating in good faith (such date, the “Negotiation Period End-Date”); provided that, if the applicable Members are actively negotiating in good faith as of such initial Negotiation Period End-Date, the Negotiation Period End-Date shall be extended until the sixtieth (60th) day following the expi...
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. 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 allocable to the Membership Interest transferred shall be prorated between the transferor and the transferee for the fiscal year in which such transfer occurs in accordance with the number of days of the fiscal year that each owned such Membership Interest.
Transfer of Company Interest. No Member shall transfer his, her or its Percentage Interest by sale, gift, pledge, will, by operation of law or otherwise, either voluntarily or involuntarily, except with the written consent of all Members. Any transfer in violation hereof shall be null and void and of no effect.
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. 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. The Company shall give notice of the existence of this Agreement to any purchaser, transferee, lessee or designee of the company.
