Transfer of Interests in the Company. The Member may sell, assign, transfer, convey, gift, exchange or otherwise dispose of any or all of its Common Interests and, upon receipt by the Company of a written agreement executed by the person or entity to whom such Common Interests are to be transferred agreeing to be bound by the terms of this Agreement, such person shall be admitted as a member.
Transfer of Interests in the Company. The Member may sell, assign, transfer, convey, gift, exchange, pledge, hypothecate or otherwise dispose of (“Transfer”) any or all of its Common Interests to any person or entity; provided, however, that such person or entity to whom such Common Interests are Transferred shall be an assignee and shall have no right to participate in the Company’s business and affairs unless and until such person or entity shall be admitted as a member of the Company upon (i) the prior written approval by the Member pursuant to Section 2.5 of this Agreement and (ii) receipt by the Company of a written agreement executed by the person or entity to whom such Common Interests are Transferred agreeing to be bound by the terms of this Agreement.
Transfer of Interests in the Company. The Member may sell, assign, transfer, convey, gift, exchange or otherwise dispose of any or all of its Common Interests and any assignee of the Common Interests shall be admitted as a member of the Company.
Transfer of Interests in the Company. The Member shall have the right to transfer all or any portion of its Common Shares.
Transfer of Interests in the Company. The Member may sell, assign, transfer, convey, gift, exchange or otherwise dispose of any or all of its Common Interests and, upon receipt by the Company of a written agreement executed by the person or entity to whom such Common Interests are to be transferred agreeing to be bound by the terms of this Agreement, such person shall be admitted as a member, with no further action required by the Company. Upon transfer of all of the Common Interests owned by the Member, and receipt by the Company of a written agreement as described above, the Member shall no longer be a member of the Company.
Transfer of Interests in the Company. A Member may sell, assign, transfer, convey, gift, exchange or otherwise dispose of (each, a “Transfer”) any or all of its Common Interests and, subject to Section 3.2, upon receipt by the Company of a written agreement (which may take the form of a counterpart of this Agreement) executed by the person or entity to whom such Common Interests are to be Transferred pursuant to which such person or entity thereby agrees to be bound by the terms of this Agreement, such person or entity shall be bound by this Agreement and admitted as a Member. A Member shall automatically cease to be deemed a Member under this Agreement (an “Exiting Member”) in the event that (i) such Member has Transferred all Common Interests held by such Member, in one or a series of transactions and in accordance with the terms hereof, to other persons or entities and (ii) if one or more of the following is true: (x) at least one transferee of such Transferred Common Interests is already a Member, (y) a Member other than the Exiting Member is in existence or (z) at least one transferee of such Transferred Common Interests has been admitted as a Member pursuant to the preceding sentence.
Transfer of Interests in the Company. 7.1 No interest in the Company may be sold, assigned, transferred, conveyed, gifted, exchanged or otherwise disposed of without the prior written consent of the Member.
Transfer of Interests in the Company. In addition to the limitations set forth in Article 6, a Member shall not Transfer all or any of its interests in the Company (or any economic interest therein), and no Transfer shall be registered by the Company, if the Manager determines, based upon the advice of counsel, such Transfer would or may (i) violate, or require registration or qualification under, applicable Federal, state or foreign securities laws, (ii) result in noncompliance with Regulation S under the Securities Act (to the extent Regulation S is being relied upon), (iii) cause the Company to cease to qualify as a Domestically-Controlled REIT that is not a “pension-held REIT” within the meaning of Section 856(h)(3)(D) of the Code, or (iv) with respect to any Member that is a U.S. Person and to the extent necessary to preserve the status of the Company as a Domestically-Controlled REIT, cause the Transfer of such Member’s Units to a Person that is not a U.S. Person.
Transfer of Interests in the Company. Except upon the approval of the Member’s Board in accordance with Section 4.2 of the Shareholders Agreement, the Member may not sell, assign, transfer, convey, gift, exchange or otherwise dispose of any or all of its Common Interests; provided, that the Member may sell, assign (as collateral security or otherwise), transfer or otherwise dispose of such Common Interests to the secured parties to the extent required by the Debt Facility and Mezzanine Note Facility (as defined in the Shareholders Agreement) (including any refinancings, replacements, restatements, amendments or other modifications to those agreements), and such secured parties may sell, assign, transfer or otherwise dispose of such Common Interests in connection with the enforcement of such security interest to the extent provided in the Senior Finance Documents (as defined in the Debt Facility) and the Mezzanine Note Finance Documents (as defined in the Mezzanine Note Facility), and the restrictions in Article 3, this Article 7 or any other provision hereunder shall not apply with respect to any such sale, assignment, transfer or other disposition. Subject to the foregoing provisions of this Article 7, upon receipt by the Company of a written agreement executed by the person or entity to whom such Common Interests are to be transferred agreeing to be bound by the terms of this Agreement, such person shall be admitted as a member, provided, however, that transfers of interests to a controlling party shall first be approved by the Banking Board as may be required by section 143-b of the Banking Law.
Transfer of Interests in the Company. Except upon the approval of the Member’s Board in accordance with Section 4.2 of the Shareholders Agreement, the Member may not sell, assign, transfer, convey, gift, exchange or otherwise dispose of any or all of its Common Interests; provided, that the Member may sell, assign (as collateral security or otherwise), transfer or otherwise dispose of such Common Interests to the secured parties to the extent required by the Senior Facility, the Senior Mezzanine Facility, the Junior Mezzanine Facility and the AST Facility (each as defined in the Shareholders Agreement) (including any refinancings, replacements, restatements, amendments or other modifications to those agreements), and such secured parties may sell, assign, transfer or otherwise dispose of such Common Interests in connection with the enforcement of such security interest to the extent provided in the Senior Finance Documents (as defined in the Senior Facility), the Senior Mezzanine Finance Documents (as defined in the Senior Mezzanine Facility), the Junior Mezzanine Finance Documents (as defined in the Junior Mezzanine Facility) and the AST Finance Documents (as defined in the AST Facility), and the restrictions in Article 3, this Article 7 or any other provision hereunder shall not apply with respect to any such sale, assignment, transfer or other disposition. Subject to the foregoing provisions of this Article 7, upon receipt by the Company of a written agreement executed by the person or entity to whom such Common Interests are to be transferred agreeing to be bound by the terms of this Agreement, such person shall be admitted as a member.
(e) Exhibit A to the LLTC Agreement is amended by deleting it in its entirety and replacing it with Exhibit A hereto.
