Transfer of Economic Interest Sample Clauses

Transfer of Economic Interest. 1.1 Subject to the terms and conditions contained herein, the Transferor agrees to transfer to the Transferee, and the Transferee agrees to accept from the Transferor, all of the Economic Interest of the Target Equity Interest. 1.2 The Transferor and the Transferee hereby agree and acknowledge that, upon the execution of this Agreement, the repayment of the Loan by the Transferor under the Loan Agreement, is deemed as fulfilled and satisfied. 1.3 For the avoidance of doubt, the Parties hereby confirm that the Economic Interest hereunder refers to the economic interest in relation to the Target Equity Interest currently held and hereafter acquired by the Transferor, including but not limited to: (1) incomes arising from the disposal of the Target Equity Interest (including derivative equity interest of the Target Equity Interest, the same below) under any circumstance; (2) dividends and bonus obtained on the basis of the Target Equity Interest under any circumstance; (3) residual assets and other economic profits allocated after the liquidation of the Company; (4) any other cash income, property and economic benefit arising from the Target Equity Interest. 1.4 Since the effective date hereof, in case the shareholding held by the Transferor increases and the Transferor pay no consideration, the Economic Interest of the increased portion shall automatically be transferred to the Transferee, and the Transferee has no obligation to pay any consideration to the Transferor. 1.5 The Company shall pay directly any economic interest generated from the Target Equity Interest to the Transferee.
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Transfer of Economic Interest. The right to receive allocations of profits and losses and to receive Distributions may not be transferred in whole or in part unless the following terms and conditions have been satisfied: The transferor shall have: (a) assumed all costs incurred by the Company in connection with the transfer; (b) furnished the Company with a written opinion of counsel, satisfactory in form and substance to counsel for the Company, that such transfer complies with applicable federal and state securities laws and this Agreement and that such transfer, for federal income tax purposes, will not cause the termination of the Company under Section 708(b) of the Code, cause the Company to be treated as an association taxable as a corporation for income tax purposes or otherwise adversely affect the Company or the Member; and (c) complied with such other conditions as the Managing Member may reasonably require from time to time. Transfers will be recognized by the Company as effective only upon the close of business on the last day of the calendar month following satisfaction of the above conditions. Any transfer in contravention of this Article XI and any transfer which if made would cause a termination of the Company for federal income tax purposes under Section 708(b) of the Code shall be void AB INITIO and ineffectual and shall not bind the Company.
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Transfer of Economic Interest. Upon any approved Transfer of a Membership Interest, unless the transferee is admitted as a substitute Member, the transferee shall be only an Economic Interest Owner and shall be entitled only to receive, to the extent assigned, the distributions and the allocations of income, gains, losses, deductions, credit or similar items to which the assignor Member would be entitled (the "Economic Rights"). Except for the Economic Rights, the Economic Interest Owner shall not have any rights of a Member ("Member Rights"), including, without limitation, the right to vote or to participate in management or, except as otherwise provided in the Act, any right to information concerning the business and affairs of the Company. Further, upon a Transfer of an Economic Interest, all Member Rights arising pursuant to this Agreement or applicable law which were inherent in the Membership Interest from which the Economic Interest was derived, other than the Economic Rights, shall be eliminated and no one, including, without limitation, the Member who transferred the Economic Interest, shall have any rights with respect to the Member Rights.
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Transfer of Economic Interest. If a Member who is an individual dies or is adjudged by a court of competent jurisdiction to be incompetent to manage the Member's person or property, or if a Member that is corporation, trust, or other entity dissolves or terminates, such Member's executor, administrator, guardian, conservator, or other legal representative in the event the Member is an individual, and such Member's legal representative or successor in the event the Member is a corporation, trust, or other entity, shall have only the rights of an Economic Interest Owner, which entitles the holder to share in the income, gains, losses, deductions, credits, or similar items of, and to receive distributions from, the Company, but does not provide any other rights of a Member, including, without limitation, the right to vote or to participate in management, or, except as provided in the Act, any right to information concerning the business and affairs of the Company. An Economic Interest Owner shall have no right to become a substitute Member without the approval that is otherwise required pursuant to this Agreement.
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Transfer of Economic Interest. Except for (i) the transfer from the Depositor to the Owner Trustee of the Class A Ownership Interest, (ii) the transfer under the Indenture of the Class A Ownership Interest to the Indenture Trustee, (iii) a transfer pursuant to the Indenture by the Indenture Trustee or any subsequent transferee of the Class A Ownership Interest following an Event of Default and (iv) the transfer of any Class B Membership Interest owned by Mortgage Asset Trading, Inc. to the Designated Seller or an Affiliate of the Designated Seller, the Economic Interest of any Member may not be transferred in whole or in part unless the following terms and conditions have been satisfied: (a) All of the other Members shall have consented in writing to the transfer, which consent may be given or withheld in the sole discretion of any such Member; (b) Except with respect to the Initial Transfer and Admission, the transferor shall have: (i) assumed all costs incurred by the Company in connection with the transfer; (ii) furnished the Company with a written opinion of counsel, satisfactory in form and substance to counsel for the Company, that such transfer complies with applicable federal and state securities laws and this Company Agreement and that such transfer, for federal income tax purposes, will not cause the termination of the Company under section 708(b) of the Code, cause the Company to be treated as an association taxable as a corporation for income tax purposes or otherwise adversely affect the Company or the Members; and (iii) complied with such other conditions as the Manager may reasonably require from time to time; (c) The transferee shall have assumed the obligations, if any, of the transferor to the Company, including the obligation to fulfill the pro rata portion of the transferor's then existing or subsequently arising Commitment allocable to the transferred Ownership Interest or portion thereof; and (d) With respect to a transfer by Mortgage Assets Trading, Inc. of its Class B Ownership Interest, each of the Rating Agencies shall have consented in writing to the transfer. Except with respect to (i) the Initial Transfer and Admission, and (ii) the transfer under the Indenture of the Class A Ownership Interest to the Indenture Trustee, each of which shall be effective as of the date of this Company Agreement, and (iii) a transfer pursuant to the Indenture by the Indenture Trustee or any subsequent transferee of the Class A Ownership Interest following an Event of Default, w...
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Transfer of Economic Interest. The right to receive allocations of Profits and Losses and to receive distributions may not be transferred, in whole or in part, unless the following terms and conditions have been satisfied: (a) The Designated Directors shall have consented in writing to the transfer, which consent may be arbitrarily withheld by such directors; (b) The transferor shall have assumed all costs incurred by the Company in connection with the transfer; (c) If requested by the Board, the transferor shall have furnished the Company with a written opinion of counsel, satisfactory in form and substance to counsel for the Company, that such transfer complies with applicable federal and state securities laws and the Agreement and that such transfer, for federal income tax purposes, will not cause the termination of the Company under Section 708(b) of the Code, cause the Company to be treated as an association taxable as a corporation for income tax purposes or otherwise adversely affect the Company or the Members; and (d) The transferor shall have complied with such other conditions as the Board of Directors may reasonably require from time to time. Transfers will be recognized by the Company as effective only upon the close of business on the last day of the calendar month following satisfaction of the above conditions. Any transfer in contravention of this Article X shall be void ab initio and without force and effect and shall not bind the Company or the other Members. Transfers by Members to Affiliates shall not be subject to the provisions of Section 10.2(a) hereof.
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Transfer of Economic Interest. In the case of a Transfer of an Economic Interest during any fiscal year, the Assigning Member and Assignee shall each be allocated the Economic Interest’s share of Profits or Losses based on the number of days each held the Economic Interest during that fiscal year.
Sample 1
Transfer of Economic Interest. Notwithstanding the provisions of this Article 10, a Member may Transfer a portion of such Member's Economic Interest in the Company, without the necessity of obtaining the Unanimous Vote of the Members, provided each of the following conditions are satisfied: (a) The Transfer will not result in a termination of the Company under the Code; (b) The Transfer in question, when combined with all prior Transfers by the Member, will not result in the Member having Transferred more than fifty percent (50%) of the Member's Economic Interest in the Company; (c) A duly executed and acknowledged written instrument of Transfer approved by the Managers shall have been filed with the Company; and (d) Such Transfer will not result in the release of the Member Transferring the Economic Interest from any liability that such Member may have to the Company.
Sample 1
Transfer of Economic Interest. 19- 11.3 Status of Transferee of Economic Interest..........................-20- 11.4 Transfer of Management Rights; Admission of Substitute Member......-20- 11.5 Dissolution or Bankruptcy of a Member..............................-20- 11.6 Dispositions not in Compliance with this Article Void..............-21- 11.7 Approval of Initial Transfer and Admission.........................-21- 11.8 Approval of Pledge of Class A Ownership Interest by Trust..........-21- ARTICLE XII APPOINTMENT OF MANAGER 12.1 Appointment of Manager.............................................-21- 12.2 Specific Performance...............................................-21- ARTICLE XIII DISSOCIATION OF A MEMBER 13.1 Dissociation.......................................................-21- ARTICLE XIV DISSOLUTION AND WINDING UP 14.1 Dissolution........................................................-22- 14.2 Effect of Dissolution..............................................-22- 14.3 Distribution of Assets on Dissolution Resulting from an Event of Liquidation........................................................-22- 14.4 Distribution of Assets on Dissolution for Other Cause..............-23- 14.5 Winding Up and Certificate of Cancellation.........................-24- ARTICLE XV MISCELLANEOUS 15.1 Notices...........................................................-24- 15.2 Meetings..........................................................-24- 15.3 Headings..........................................................-24- 15.4 Entire Agreement..................................................-24- 15.5 Binding Agreement.................................................-24- 15.6 Saving Clause.....................................................-24- 15.7 Counterparts......................................................-25- 15.8 Governing Law.....................................................-25- 15.9 No Partnership Intended for Nontax Purposes.......................-25- 15.10 No Rights of Creditors and Third Parties under Company Agreement.........................................................-25- 15.12 General Interpretive Principles..........................-25- (iv) Operating Agreement of 1996-HS3 LLC This Operating Agreement of 1996-HS3 LLC, a limited liability company formed pursuant to the Delaware Limited Liability Company Act, is entered into and shall be effective as of the Effective Date, by and among the Company and the Persons executing this Company Agreement as Members.
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Related to Transfer of Economic Interest

  • Transfer of Membership Interest The Sole Member may Transfer any part or all of its rights and interest (including, but not limited to, its Capital Account) in the Company (each a “Membership Interest”) now owned or hereafter acquired to any Person, and the transferee of such Membership Interest shall become a Member of the Company.

  • Transfer of Units (i) Except as expressly provided in this Agreement, a Member may not sell, exchange, transfer, assign, pledge, hypothecate or otherwise dispose of all or any portion of any of such Member's Units or any interest therein (a "Transfer") (except for a Transfer by Internet World to any Person or by any Member to a Permitted Transferee) without the written consent of the Board, which consent may be withheld for any reason. The Company shall not register any Transfer of a Member's Units or any interest therein, and any such Transfer or registration of Transfer shall be null and void, without the written consent of the Board. An assignee who has not been admitted as a Member shall be entitled only to allocations and distributions with respect to such interest in accordance with this Agreement, and shall have no right to any information or, to the fullest extent permitted by law, accounting of the affairs of the Company, shall not be entitled to inspect the books or records of the Company and shall not have any of the rights of a Member under the Act or this Agreement, but shall otherwise assume in writing prior to such Transfer, other than a pledge (in respect of which such compliance shall be required after sale or foreclosure), all obligations of the assignor hereunder as if such assignee were the assignor; no such assignment shall be valid unless the assumption of obligations described in this sentence has been executed. Neither a Transfer of Units nor the admission of the Transferee thereof as a Member shall discharge the transferor from any obligation hereunder. (ii) The restrictions contained in this SECTION 2.6(a) shall not apply with respect to any Transfer of Units or any part thereof by any Member (a) among its Affiliates, (b) to any lender to whom a Member's Units or any part thereof are assigned or pledged pursuant to a loan agreement, (c) to any Member's spouse or children or to a trust or the trustee or 8 68 trustees of a trust directly or indirectly for the benefit of the Member's spouse, children or a charitable organization, (d) to the Member's executors, administrator, testamentary trustee, legatees or beneficiaries upon the Member's death, or (e) by gift (all such transferees shall be collectively referred to as the "Permitted Transferees"); PROVIDED, that the Permitted Transferee shall execute a counterpart of this Agreement; and PROVIDED, FURTHER that the restrictions contained in this Agreement shall continue to apply to the Units after such Transfer by reference to the original Member; and PROVIDED, FURTHER, that the transferor shall remain liable for all of its obligations under this Agreement that survive.

  • Transfer of Membership Interests (a) The Member may transfer its Membership Interest, in whole but not in part, but the transferee shall not be admitted as a Member except in accordance with Section 6.07. Until the transferee is admitted as a Member, the Member shall continue to be the sole member of the Company (subject to Section 1.02) and to be entitled to exercise any rights or powers of a Member of the Company with respect to the Membership Interest transferred. (b) To the fullest extent permitted by law, any purported transfer of any Membership Interest in violation of the provisions of this LLC Agreement shall be wholly void and shall not effectuate the transfer contemplated thereby. Notwithstanding anything contained herein to the contrary and to the fullest extent permitted by law, the Member may not transfer any Membership Interest in violation of any provision of this LLC Agreement or in violation of any applicable federal or state securities laws.

  • Transfer of Interest The Interest is personal property and may be transferred or assigned, in whole or in part, as permitted by the Equityholders Agreement, in the sole discretion of the Member. Notwithstanding anything to the contrary set forth herein, no Interest in the Company may be issued, transferred or pledged in any manner whatsoever except in compliance with all applicable Gaming Licenses and Gaming Laws, except as contemplated by Section 9.2.

  • Transfer of Ownership Trust..........................................................

  • Transfer of Partnership Interests The foregoing power of attorney shall survive the delivery of an instrument of transfer by any Partner of the whole or any portion of or interest in its Partnership Interest, except that (i) where a Partner becomes a Former Partner, or (ii) where a Transferee of such Partnership Interest has been approved as a successor Partner and the Transferor shall thereupon cease being a Partner (all in accordance with this Agreement), then the power of attorney of the Former Partner or the Transferor Partner, as the case may be, shall survive the cessation of Partner status or the delivery of such instrument of transfer, as the case may be, for the sole purpose of enabling the attorneys-in-fact for such Former Partner or the Transferor Partner (or any of them) to execute, swear to, acknowledge and file any and all instruments necessary to effectuate or reflect such cessation, transfer and succession.

  • Transfer of Interests The Member may sell, assign, pledge, encumber, dispose of or otherwise transfer all or any part of the economic or other rights that comprise its Interest. The transferee shall have the right to be substituted for the Member under this Agreement for the transferor if so determined by the Member. No Member may withdraw or resign as Member except as a result of a transfer pursuant to this Section 7 in which the transferee is substituted for the Member. None of the events described in Section 18-304 of the Act shall cause the Member to cease to be a Member of the Company.

  • No Ownership Interest Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the Stockholder, and Parent shall have no authority to direct the Stockholder in the voting or disposition of any of the Covered Shares, except as otherwise provided herein.

  • Transfer of Note Each provision of this Note shall be and remain in full force and effect notwithstanding any negotiation or transfer hereof and any interest herein to any other Holder or participant.

  • Transfer of Loan (a) Lender may, at any time, (i) sell, transfer or assign the Documents and any servicing rights with respect thereto or (ii) grant participations therein or issue mortgage pass-through certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement (collectively, the “Securities”). Lender may forward to any purchaser, transferee, assignee, servicer, participant, or investor in such Securities (collectively, “Investors”), to any Rating Agency (defined below) rating such Securities and to any prospective Investor, all documents and information which Lender now has or may later acquire relating to the Obligations, Borrower, any guarantor, any indemnitor(s), the Leases and the Property, whether furnished by Borrower, any guarantor, any indemnitor(s) or otherwise, as Lender determines advisable, provided that such parties shall be subject to any Confidentiality Agreement then in effect between Lender and Borrower or Guarantor with respect to this Loan, if any. Borrower, any guarantor and any indemnitor agree to cooperate with Lender in connection with any transfer made or any Securities created pursuant to this Section including the delivery of an estoppel certificate in accordance with Section 3.16 and such other documents as may be reasonably requested by Lender. Borrower shall also furnish consent of any borrower, any guarantor and any indemnitor in order to permit Lender to furnish such Investors or such prospective Investors or such Rating Agency with any and all information concerning the Property, the Leases, the financial condition of Borrower, any guarantor and any indemnitor, as may be reasonably requested by Lender, any Investor, any prospective Investor or any Rating Agency and which may be complied with without undue expense, provided that such parties shall be subject to any Confidentiality Agreement that is entered into by Lender with any such borrower, guarantor or indemnitor that is specific to this Loan. “Rating Agency” shall mean any one or more credit rating agencies approved by Lender.