Transfer of Company Interests. (a) No Member’s Company Interest or rights therein shall be Transferred, or made subject to an Indirect Transfer, in whole or in part, without the written consent of each other Member, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that any Member may Transfer its Company Interest without obtaining such consent pursuant to a Permitted Transfer. Any attempt by a Member to Transfer its Company Interest in violation of the immediately preceding sentence shall be void ab initio.
(b) [Intentionally Omitted].
(c) If any Company Interest is required by law to be Transferred to a spouse of a holder thereof pursuant to an order of a court of competent jurisdiction in a divorce proceeding (notwithstanding the provisions of Section 10.1(a)), then such holder shall nevertheless retain all rights with respect to such interest and any interest of such spouse shall be subject to such rights of such holder. In addition, if it is determined that the holder will be required to pay any taxes attributable to such interest of the spouse in the Company, then any tax liability of such holder that is attributable to such spouse’s interest shall be taken into account, and shall reduce such spouse’s interest in the Company; in no event shall the Company be required to provide any financial, valuation or other information regarding the Company or any of its Subsidiaries or Affiliates or any of their respective assets to the spouse or former spouse of such holder.
(d) Unless an assignee of a Company Interest becomes a substituted Member in accordance with the provisions set forth below, such assignee shall not be entitled to any of the rights granted to a Member hereunder, other than the right to receive allocations of income, gains, losses, deductions, credits and similar items and distributions to which the assignor would otherwise be entitled, to the extent such items are assigned.
(e) An assignee of a Company Interest pursuant to a Permitted Transfer shall become a substituted Member of the Company, entitled to all of the rights of the assigning Member with respect to such assigned Company Interest, automatically upon request by the assignee. Any other assignee of a Company Interest shall become a substituted Member if, and only if, (i) the assignor gives the assignee such right, (ii) the substitution is approved by Super-Majority Board Approval, and (iii) if the Board so requires, the assignee reimburses the Company for any costs inc...
Transfer of Company Interests. No Member shall transfer, sell, pledge, hypothecate, encumber or assign (collectively, a “Transfer”) any portion of such Member’s interest, except with the approval of the Manager. Any purported transfer in violation of this Article VI shall be void ab initio and shall not bind the Company.
Transfer of Company Interests. (a) No Member’s Company Interest or rights therein shall be Transferred, or made subject to an Indirect Transfer, in whole or in part, without the written consent of each other Member, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that any Member may Transfer its Company Interest without obtaining such consent pursuant to a Permitted Transfer. Any attempt by a Member to Transfer its Company Interest in violation of the immediately preceding sentence shall be void ab initio.
Transfer of Company Interests. Seller is the record and beneficial direct owner of and holds good, valid and transferable title to the Company Interests. The delivery by Seller of the Assignment and Assumption Agreement, duly executed by Seller and 8point3 OpCo Holdings, will transfer to 8point3 OpCo Holdings good and valid title to the Company Interests free and clear of any Liens (other than Permitted Equity Liens), and admit 8point3 OpCo Holdings as the sole member of, the Company, immediately upon Closing.
Transfer of Company Interests. Subject to Section 10.8, neither Member shall be entitled to Transfer, directly or indirectly, all or any portion of its Company Interest or its equitable right to the profits or capital of the Company, without the prior written consent of the other Member, which consent may be given or withheld in the sole discretion of the other Member. A Transfer by TCG Member not otherwise permitted by this Agreement or consented to by PC Member shall be deemed an Event of Default which is subject to the remedies specified in Section 9.13.
Transfer of Company Interests. Subject to the terms and conditions set forth in this Agreement, at the Closing Time and immediately following the contribution described in Section 2.1, Seller will sell to Buyer, and Buyer will purchase from Seller, all of the outstanding membership interests in Company (the "Company Interests") free and clear of all Encumbrances (other than Permitted Encumbrances) in exchange for the Share Consideration. The shares of Charter Class A Common Stock representing the Share Consideration will be registered in the name of Seller, provided that Seller will be entitled to have the shares registered in the name of its parent upon completion of the liquidation and dissolution of Seller as contemplated by Section 6.32.
Transfer of Company Interests. 8.1. Limitations on Assignments of Interests by Members......................69 8.2. Sale of Properties, the Company or its Subsidiaries.....................70 8.2A
Transfer of Company Interests. (a) At the Closing and subject to the terms and conditions in this Agreement, UGHS Hospitals shall deliver to Buyer or a Subsidiary of Buyer designated by Buyer an assignment of the LP Interests; provided, however, that such Person shall not be the same Person to which the GP Interests are assigned.
(b) At the Closing and subject to the terms and conditions in this Agreement, UHS LLP shall deliver to Buyer or a Subsidiary of Buyer designated by Buyer an assignment of the GP Interests; provided, however, that such Person shall not be the same Person to which the LP Interests are assigned.
(c) Debtors shall execute and deliver such documents, certificates, agreements and other writings and take such other actions as may be necessary or desirable in order to provide the following (collectively, the “Pre-Closing Transfers”):
(i) Hospital LP shall convey, transfer, distribute, assign and deliver any and all of Hospital LP’s right, title and interest in and to all of the Retained Assets, and (ii) Debtors shall assume or cause to be assumed any and all Retained Liabilities that are liabilities of Hospital LP.
(d) If, following the Closing, Debtors or Buyer shall discover any failure to effectuate the Pre-Closing Transfers, Debtors and Buyer shall, and shall cause their applicable Affiliates to, for no additional consideration, promptly do such things and execute, acknowledge, and deliver any further documents and instruments of transfer (including bills of sale and assignment and assumption agreements, as applicable), in each case in form and substance reasonably satisfactory to Debtors and Buyer, as may be necessary or desirable to effectuate the Pre-Closing Transfers.
Transfer of Company Interests. (a) No Transfers Without Consent. No Member may transfer or encumber all or any portion of such Member's interest in the Company without the prior written consent of the Members then representing a majority in interest of the Sharing Ratios and Membership Interests of all the Members (excluding the transferring or encumbering Member and his or its affiliates).
Transfer of Company Interests. (a) VOLUNTARY TRANSFERS. No Member may Transfer his, her or its Company Interests unless the Investment Committee in its discretion consents to such Transfer. Such consent by the Investment Committee will not be unreasonably withheld. The Investment Committee shall determine any Transfer restrictions (including without limitation "tag-along" restrictions) on the Company Interests.
