Transfer of Financial Rights. Any transfer of Financial Rights pursuant to Article 5.3 will not include any right to participate in management of the Company, including any right to vote, consent to, and will not include any right to information of the Company or its operations or financial condition. Following any transfer of only the Financial Rights of a Member’s interest in the Company, the transferring Member’s power and right to vote or consent to any matter submitted to the Members will be eliminated, and the ownership interests of the remaining Members shall be adjusted amongst the Members until such time, if any, the transferee of the Financial Rights becomes a fully substituted Member.
Transfer of Financial Rights. A Member's Financial Rights may be transferred, in whole or in part, to any Person, whether or not already a Member at the time of the transfer, only if the selling Member first offers to sell such Financial Rights to the existing Members of the Company, in proportion to their Percentage Interests, at the same price and terms offered in a bona fide written agreement with the proposed purchaser. Such offer shall be made in writing and allow each Member thirty (30) days to make an election to purchase or not purchase such Financial Rights. If one or more of the Members elects to purchase such Financial Rights and one or more of the Members does not, the electing Member or Members shall have the right to purchase, in proportion to the Percentage Interests of the electing Members, that portion of the Financial Rights offered not taken by other Members. If no Members elect to purchase the offered Financial Rights, or if some portion of the offered Financial Rights are not so purchased by Members, the selling Member shall have the right to transfer and assign the unsold Financial Rights to a third party at the price and terms offered and the remaining Members shall be deemed to have consented to such assignment. The restriction and rights of first refusal contained in this Section 12.3 shall be conspicuously noted in the required records of the Company.
Transfer of Financial Rights. In the event of a transfer of any portion of a Member's Financial Rights in the Company, and/or in the event of any increase or decrease in the Membership Percentage of any Member in the Company, whether arising out of or in connection with the entry of a new Member, the liquidation, partial or whole, of any Member's interest or otherwise, after the admission of any Member, the share of the Profits, Losses and gains or losses from the disposition of the Property, and each item of income and expense pertaining thereto, of the respective Members shall be fixed and determined by reference to the income and expenses reflected on the books and records of the Company according to the following convention: a Member admitted on or before the 15th day of the month shall be deemed admitted as of the 1st day of that month and a Member admitted after the 15th day of the month shall be deemed admitted as of the first day of the following month; provided, however, that if this convention is not permitted under applicable Regulations, a convention permitted under such Regulations approximating the foregoing as closely as possible will be used.
