Transfer of Interests Sample Clauses

Transfer of Interests. SECTION 9.1

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.

Transfer of Interests. (a) Except with the express written consent of the Board of Directors, or any committee of the Board of Directors, any officers of the Company or the Advisor to whom the Board of Directors have conferred authority to make Transfer decisions (a "Transfer Decision Person"), which consent may be withheld in such Transfer Decision Person's sole and absolute discretion, a Member may not Transfer any of its Interest or any attributes of its Interest in whole or in part to any Person, except for a Transfer that is effected solely by operation of law pursuant to the death, bankruptcy or dissolution of such Member. Any Transfer made or purported to be made in violation of this Agreement shall be void and of no effect. No assignee, purchaser or transferee of any Interest may be admitted as a Substitute Member except with the written consent of a Transfer Decision Person, which consent may be given or withheld in its sole and absolute discretion. No Transfer will be permitted unless a Transfer Decision Person concludes that such Transfer will not cause the Company to be treated as a "publicly traded partnership" taxable as a corporation for U.S. federal income tax purposes. To the extent any Member, transferee or successor Member is purported to have transferred any economic interest in the Company in violation of this Agreement, the Company shall not recognize such action and a Transfer Decision Person may terminate all or any part of the Interest of such Member, transferee or successor Member at no value or such value as such Transfer Decision Person determines in its sole and absolute discretion and the Member, transferee or successor Member will forfeit all or such portion of its capital account in connection with such termination as determined by such Transfer Decision Person in connection therewith. With respect to a Repurchase Instrument or a Compulsory Repurchase Instrument, a Member may not Transfer all or any portion of the Repurchase Instrument or Compulsory Repurchase Instrument to any person (collectively a "Repurchase Instrument Transfer"), except for a Repurchase Instrument Transfer that is effected solely by operation of law pursuant to the death, bankruptcy or dissolution of the Member or a Repurchase Instrument Transfer that is effected with the written consent of a Transfer Decision Person, which consent may be given or withheld in its sole and absolute discretion.

Transfer of Interests. Assignor hereby sells, assigns, transfers and delivers unto Assignee (a) all of Assignor’s right, title and interest in and to the Membership Interests and (b) all of Assignor’s rights under the limited liability company or operating agreement of the Company.

Transfer of Interests. Other than with the prior, written consent of all Members, an assignee or other transferee of an interest in the Company (by operation of law or otherwise) shall not thereby become a Member of the Company nor thereby acquire any proprietary right in nor right to become a Member or to participate in the affairs or management of the Company. Any attempted assignment or other transfer of a Member's rights in violation of this agreement shall be void. Without such prior written consent, by any written assignment, pledge, encumbrance, or other transfer (jointly and severally, a "Transfer") a Member may assign and transfer to and entitle the assignee or transferee to receive only (as and to the extent expressly so assigned or transferred) any share of the profits or losses or asset distributions of the Company that the assignor or transferor Member thereafter otherwise would have been or become entitled to hereunder, and nothing more.

Transfer of Interests. The Grantor shall transfer the title of the Shares to the Grantee pursuant to the instructions provided in the Exercise Notice within five (5) business days after the Grantee’s delivery of the Exercise Notice. The Grantor shall cause the Grantee to become the sole registered owner of the Shares free from any lien or Encumbrance of any kind and shall facilitate transfer of title to the Shares to the Grantee or the Designees by performing the following: (a) The Grantor, as the shareholder of Rampage Shopping, shall execute, and shall cause other shareholders of Rampage Shopping to execute, on the date of this Agreement a shareholders resolution (the “Shareholders Resolution”) approving the transfer of title in the Shares from the Grantor to the Grantee. The Shareholders Resolution shall (i) be signed in the form attached to Schedule 1 hereto, (ii) include seven (7) counterparts. (b) The Grantor, as the shareholder of Rampage Shopping, shall execute, and shall cause other shareholders of Rampage Shopping to execute, an equity transfer agreement (the “Equity Transfer Agreement”) on the date of this Agreement. The Equity Transfer Agreement shall (i) be signed in the form attached to Schedule 2 hereto, (ii) include seven (7) counterparts. (c) The Grantor, as the shareholder of Rampage Shopping, shall execute a power of attorney (the “Power of Attorney”) on the date of this Agreement to grant the Grantee, among other things, the right to date and fill out the above Shareholders Resolution and Equity Transfer Agreement, and to keep such documents in the Grantee’s custody. (d) The Grantor, as the shareholder of Rampage Shopping, shall also execute a consent (the “Consent”) on the date of this Agreement to give his consent to, and waive his right of first refusal in respect of, the transfer by any other shareholder of Rampage Shopping of his equity interest in Rampage Shopping to the Grantee or the Designees. (e) The Parties shall execute all other necessary agreements or documents; obtain all necessary government licenses and permits; and take all other actions necessary to transfer valid ownership of the Purchased Shares to the Grantee or the Designees. (f) In the event that this Agreement or any of its Schedules is invalidated in part or in whole by any law or regulation of China, the Parties shall execute such other valid resolutions, agreements, or documents necessary to achieve the same legal and economic effects of this Agreement.

Transfer of Interests i. No Lender may sell or otherwise transfer any of its interest in this Agreement or the related Loan Documents without the prior written consent of the other Lenders (which consent may, for the avoidance of doubt, be conditioned on such successor or assign entering into an intercreditor agreement satisfactory to such other Lender), except that no such consent shall be required in connection with (a) any sale, assignment or transfer by any Lender of any of its interest in this Agreement and other Loan Documents to any Affiliate of such Lender or (b) a Lender’s own financing or securitization transactions, in which case, such Lender may assign, transfer or indorse its rights hereunder and under the other Loan Documents to any Person or party providing such financing or formed to undertake such securitization transaction and any transferee of such Person or party upon the occurrence of a default, event of default or similar occurrence with respect to such financing or securitization transaction; provided that no such assignment, transfer or indorsement under this clause (b) shall release such Lender from any of its obligations under this Agreement or under the Loan Documents or substitute any such Person or party for such Lender as a party hereto until the Agent shall have received and accepted an effective assignment agreement from such Person or party in form satisfactory to the Agent executed, delivered and fully completed by the applicable parties thereto, and shall have received such other information regarding such Person or party as the Agent reasonably shall require. ii. The transferee shall assume all obligations of the transferring Lender under this Agreement and the other Loan Documents with respect to the portion of the transferor’s interest in this Agreement and the other Loan Document transferred, provided, that to the extent the transferor shall not transfer the entirety and shall retain any portion of its interest in this Agreement and the other Loan Documents, the transferor shall retain its obligations under this Agreement and the other Loan Documents with respect to that portion of its interest. iii. The transferee shall provide to the other Lender evidence reasonably satisfactory to such Lender that the proposed transferee has the financial ability and legal authority to assume and perform all obligations of the transferring Lender under this Agreement and the other applicable Loan Documents. iv. Any sale or transfer of an interest in thi...

Transfer of Interests. Interests in a Registered Global Note may, subject to compliance with all applicable restrictions, be transferred to a person who wishes to hold such interest in another Registered Global Note. No beneficial owner of an interest in a Registered Global Note will be able to transfer such interest, except in accordance with the applicable procedures of Euroclear, Clearstream, Luxembourg and the CMU Service, in each case to the extent applicable.

Transfer of Interests. The Member may sell, assign, give, hypothecate, pledge, transfer, bequeath, or otherwise dispose of any or all of its Interest, in whole or in part, voluntarily, involuntarily, by operation of law, or otherwise, to any other Person.