Common use of Transfer of LLC Interest Clause in Contracts

Transfer of LLC Interest. (a) No Participant shall sell, assign, transfer or otherwise dispose of, whether voluntarily or involuntarily or by operation of law (a “Transfer”), all or any portion of his, her or its interest in the LLC without the prior written consent of the Manager, which consent may be given or withheld in its sole discretion. No Participant shall pledge or otherwise encumber all or any portion of his, her or its interest in the LLC, without the prior written consent of the Manager, which consent may be given or withheld in its sole and absolute discretion. (b) Notwithstanding any other provision of this Agreement, any Transfer by the Participants in contravention of any of the provisions of this Section 4.3 shall be void and ineffective, and shall not bind, or be recognized by, the LLC. (c) If and to the extent any Transfer of an interest in the LLC is permitted hereunder, this Agreement (including the Exhibits hereto) shall be amended by the Manager to reflect the Transfer of the LLC interest to the transferee, to admit the transferee as a Member and to reflect the elimination of the transferring Participant (or the reduction of such Transferring Participant’s interest in the LLC) and (if and to the extent then required by the Act) a certificate of amendment to the Certificate reflecting such admission and elimination (or reduction) shall be filed in accordance with the Act. The effectiveness of the Transfer of an interest in the LLC permitted hereunder and the admission of any substitute Member pursuant to this Section 4.3 shall be deemed effective immediately prior to the Transfer of an interest in the LLC to such Participant or if later on the first date that the Manager receives evidence of such Transfer, including the terms thereof. If the transferring Participant has transferred all or any of its interest in the LLC pursuant to this Section 4.3, then, immediately following such transfer or if later on the first date that the Manager receives evidence of such Transfer, including the terms thereof, the transferring Participant shall cease to be a Participant with respect to such interest. (d) Any person or entity who acquires in any manner whatsoever any interest in the LLC, irrespective of whether such person or entity has accepted and adopted in writing the terms and provisions of this Agreement, shall be deemed by the acceptance of the benefits of the acquisition thereof to have (i) made all of the capital contributions made by, (ii) received all of the distributions received by, and (iii) agreed to be subject to and bound by all the terms and conditions of this Agreement that, any predecessor in such interest in the LLC made, received and was subject to or bound by.

Transfer of LLC Interest. (a) No Participant shall sell, assign, transfer or otherwise dispose of, whether voluntarily or involuntarily or by operation of law (a “Transfer”), all or any portion of his, her or its interest in the LLC without the prior written consent of the Manager, which consent may be given or withheld in its sole discretion. No Participant shall pledge or otherwise encumber all or any portion of his, her or its interest in the LLC, without the prior written consent of the Manager, which consent may be given or withheld in its sole and absolute discretion. (b) Notwithstanding any other provision of this Agreement, any Transfer by the Participants in contravention of any of the provisions of this Section 4.3 shall be void and ineffective, and shall not bind, or be recognized by, the LLC. (c) If and to the extent any Transfer of an interest in the LLC is permitted hereunder, this Agreement (including the Exhibits hereto) shall be amended by the Manager to reflect the Transfer of the LLC interest to the transferee, to admit the transferee as a Member and to reflect the elimination of the transferring Participant (or the reduction of such Transferring Participant’s interest in the LLC) and (if and to the extent then required by the Act) a certificate of amendment to the Certificate reflecting such admission and elimination (or reduction) shall be filed in accordance with the Act. The effectiveness of the Transfer of an interest in the LLC permitted hereunder and the admission of any new or substitute Member pursuant to this Section 4.3 shall be deemed effective immediately prior to the Transfer of an interest in the LLC to such Participant or if later on the first date that the Manager receives evidence of such Transfer, including the terms thereof. If the transferring Participant has transferred all or any of its interest in the LLC pursuant to this Section 4.3, then, immediately following such transfer or if later on the first date that the Manager receives evidence of such Transfer, including the terms thereof, the transferring Participant shall cease to be a Participant with respect to such interest. (d) Any person or entity who acquires in any manner whatsoever any interest in the LLC, irrespective of whether such person or entity has accepted and adopted in writing the terms and provisions of this Agreement, shall be deemed by the acceptance of the benefits of the acquisition thereof to have (i) made all of the capital contributions made by, (ii) received all of the distributions received by, and (iii) agreed to be subject to and bound by all the terms and conditions of this Agreement that, any predecessor in such interest in the LLC made, received and was subject to or bound by.

Transfer of LLC Interest. (a) No Participant shall sell, assign, transfer or otherwise dispose of, whether voluntarily or involuntarily or by operation of law (a “Transfer”"TRANSFER"), all or any portion of his, her or its interest in the LLC without the prior written consent of the ManagerBoard, which consent may be given or withheld in its sole discretion. No Participant shall pledge or otherwise encumber all or any portion of his, her or its interest except in the LLCcase of a sale, without assignment, transfer or disposition to any affiliate of the prior written Participant (in which case no consent of the Manager, which consent may Board will be given or withheld in its sole and absolute discretionrequired). (b) Notwithstanding any other provision of this Agreement, any Transfer by the Participants in contravention of any of the provisions of this Section 4.3 SECTION 4.13 shall be void and ineffective, and shall not bind, or be recognized by, the LLC. (c) If and to the extent any Transfer of an interest in the LLC is permitted hereunder, this Agreement (including the Schedules and Exhibits hereto) shall be amended by the Manager Board to reflect the Transfer of the LLC interest to the transferee, to admit the transferee as a Member and to reflect the elimination of the transferring Participant (or the reduction of such Transferring Participant’s 's interest in the LLC) and (if and to the extent then required by the Act) a certificate of amendment to the Certificate reflecting such admission and elimination (or reduction) shall be filed in accordance with the Act. The effectiveness of the Transfer of an interest in the LLC permitted hereunder and the admission of any substitute Member pursuant to this Section 4.3 SECTION 4.13 shall be deemed effective immediately prior to the Transfer of an interest in the LLC to such Participant or if later on the first date that the Manager Board receives evidence of such Transfer, including the terms thereof. If the transferring Participant has transferred all or any of its interest in the LLC pursuant to this Section 4.3SECTION 4.13, then, immediately following such transfer or Transfer or, if later later, on the first date that the Manager Board receives evidence of such Transfer, including the terms thereof, the transferring Participant shall cease to be a Participant with respect to such interest. (d) Any person or entity who acquires in any manner whatsoever any interest in the LLC, irrespective of whether such person or entity has accepted and adopted in writing the terms and provisions of this Agreement, shall be deemed by the acceptance of the benefits of the acquisition thereof to have (i) made all of the capital contributions made by, (ii) received all of the distributions received by, and (iii) agreed to be subject to and bound by all the terms and conditions of this Agreement that, any predecessor in such interest in the LLC made, received and was subject to or bound by.

Transfer of LLC Interest. (a) No Participant shall sell, assign, transfer or otherwise dispose of, whether voluntarily or involuntarily or by operation of law (a “"Transfer”"), all or any portion of his, her or its interest in the LLC -------- without the prior written consent of the ManagerBoard, which consent may be given or withheld in its sole discretion. No Participant shall pledge or otherwise encumber all or any portion of his, her or its interest in the LLC, without the prior written consent of the ManagerBoard, which consent may be given or withheld in its sole and absolute discretion. (b) Notwithstanding any other provision of this Agreement, any Transfer by the Participants in contravention of any of the provisions of this Section 4.3 4.4 shall be void and ineffective, and shall not bind, or be recognized by, the LLC. (c) If and to the extent any Transfer of an interest in the LLC is permitted hereunder, this Agreement (including the Exhibits hereto) shall be amended by the Manager Board to reflect the Transfer of the interest in the LLC interest to the transferee, to admit the transferee as a Member and to reflect the elimination of the transferring Participant (or the reduction of such Transferring Participant’s 's interest in the LLC) and (if and to the extent then required by the Act) a certificate of amendment to the Certificate certificate reflecting such admission and elimination (or reduction) shall be filed in accordance with the Act. The effectiveness of the Transfer of an interest in the LLC permitted hereunder and the admission of any substitute Member pursuant to this Section 4.3 4.4 shall be deemed effective immediately prior to the Transfer of an interest in the LLC to such Participant or if later on the first date that the Manager Board receives evidence of such Transfer, including the terms thereof. If the transferring Participant has transferred all or any of its interest in the LLC pursuant to this Section 4.34.4, then, immediately following such transfer or if later on the first date that the Manager Board receives evidence of such Transfer, including the terms thereof, the transferring Participant shall cease to be a Participant with respect to such interest. (d) Any person or entity who acquires in any manner whatsoever any interest in the LLC, irrespective of whether such person or entity has accepted and adopted in writing the terms and provisions of this Agreement, shall be deemed by the acceptance of the benefits of the acquisition thereof to have (i) made all of the capital contributions made by, (ii) received all of the distributions received by, and (iii) agreed to be subject to and bound by all the terms and conditions of this Agreement that, any predecessor in such interest in the LLC made, received and was subject to or bound bybound.

Transfer of LLC Interest. (a) No Participant The Member shall have the sole and absolute discretion to sell, assign, transfer or otherwise dispose of, whether voluntarily or involuntarily or by operation of law (a “Transfer”), all or any portion of his, her or its membership interest in the LLC without the prior written consent of the Manager, which consent may be given or withheld in its LLC. The Member shall have sole discretion. No Participant shall and absolute discretion to pledge or otherwise encumber all or any portion of his, her or its membership interest in the LLC, without the prior written consent of the Manager, which consent may be given or withheld in its sole and absolute discretion. (b) Notwithstanding any other provision If the Member transfers all of this Agreement, any Transfer by the Participants in contravention of any of the provisions of this Section 4.3 shall be void and ineffective, and shall not bind, or be recognized by, the LLC. (c) If and to the extent any Transfer of an its membership interest in the LLC is permitted hereunderLLC, this Agreement (including the Exhibits Schedule hereto) shall be amended by the Manager Board of Managers to reflect the Transfer of the membership interest in the LLC interest to the transferee, to admit the transferee as a Member and to reflect the elimination of the transferring Participant (or the reduction of such Transferring Participant’s interest in the LLC) Member and (if and to the extent then required by the Act) a certificate of amendment to the Certificate reflecting such admission and elimination (or reduction) shall be filed in accordance with the Act. . (c) If and to the extent the Member transfers only a portion of its membership interest in the LLC, the new or substitute member shall sign an amended version of this Agreement approved by the Member and containing provisions appropriate for a Delaware limited liability company with more than one member and (if and to the extent then required by the Act) a certificate of amendment to the Certificate reflecting such admission shall be filed in accordance with the Act. (d) The effectiveness of the Transfer of an a membership interest in the LLC permitted hereunder and the admission of any new or substitute Member member pursuant to this Section 4.3 4.16 shall be deemed effective immediately prior to the Transfer of an a membership interest in the LLC to such Participant new or substitute member or if later on the first date that the Manager Board of Managers receives evidence of such Transfer, including the terms thereof. If the transferring Participant Member has transferred all or any of its membership interest in the LLC pursuant to this Section 4.34.16, then, immediately following such transfer or if later on the first date that the Manager receives evidence of such Transfer, including the terms thereof, the transferring Participant Member shall cease to be a Participant Member with respect to such membership interest. (de) Any person or entity who acquires in any manner whatsoever any membership interest in the LLC, irrespective of whether such person or entity has accepted and adopted in writing the terms and provisions of this Agreement or an amended version of this Agreement, shall be deemed by the acceptance of the benefits of the acquisition thereof to have (i) made all of the capital contributions made by, (ii) received all of the distributions received by, and (iii) agreed to be subject to and bound by all the terms and conditions of this Agreement or an amended version of this Agreement that, any predecessor in such membership interest in the LLC made, received and was subject to or bound by.

Transfer of LLC Interest. (a) No Participant Member shall sell, assign, transfer or otherwise dispose of, whether voluntarily or involuntarily or by operation of law (a “"Transfer”"), all or any portion of his, her or its interest in the LLC without the prior written consent of the Manager, which consent may be given or withheld in its sole discretion. No Participant Member shall pledge or otherwise encumber all or any portion of his, her or its interest in the LLC, without the prior written consent of the Manager, which consent may be given or withheld in its sole and absolute discretion. (b) Notwithstanding any other provision of this Agreement, any Transfer by the Participants Members in contravention of any of the provisions of this Section 4.3 shall be void and ineffective, and shall not bind, or be recognized by, the LLC. (c) If and to the extent any Transfer of an interest in the LLC is permitted hereundermade pursuant to and in accordance with the terms of this Agreement, this Agreement (including the Exhibits Schedules hereto) shall be amended by the Manager to reflect the Transfer of the LLC interest to the transferee, to admit the transferee as a Member and to reflect the elimination of the transferring Participant Member (or the reduction of such Transferring Participant’s transferring Member's interest in the LLC) and (if and to the extent then required by the Act) a certificate of amendment to the Certificate reflecting such admission and elimination (or reduction) shall be filed in accordance with the Act. The effectiveness of the Transfer of an interest in the LLC permitted hereunder and the admission of any substitute Member pursuant to this Section 4.3 shall be deemed effective immediately prior upon the later to occur of the time of Transfer of an interest in the LLC to such Participant transferee or if later on the first date that the Manager receives evidence of such Transfer, including the terms thereof. If the transferring Participant Member has transferred all or any of its interest in the LLC pursuant to this Section 4.3, then, immediately following upon the later to occur of the time of such transfer Transfer or if later on the first date that the Manager receives evidence of such Transfer, including the terms thereof, the transferring Participant Member shall cease to be a Participant Member with respect to such interest. (d) Any person or entity who acquires in any manner whatsoever any interest in the LLC, irrespective of whether such person or entity has accepted and adopted in writing the terms and provisions of this Agreement, shall be deemed by the acceptance of the benefits of the acquisition thereof to have (i) made all of the capital contributions made bycontributions, (ii) received all of the distributions received bydistributions, and (iii) agreed to be subject to and bound by all of the terms and conditions of this Agreement thatAgreement, that any predecessor in such interest in the LLC made, received and was subject to or bound bybound.

Transfer of LLC Interest. (a) No Participant shall sell, assign, transfer or otherwise dispose of, of whether voluntarily or involuntarily or by operation of law (a “"Transfer”"), all or any portion of his, her or its interest in the LLC without the prior written consent of the ManagerBoard, which consent may be given or withheld in its sole discretion. No Participant shall pledge or otherwise encumber all or any portion of his, her or its interest in the LLC, without the prior written consent of the ManagerBoard, which consent may be given or withheld in its sole and absolute discretion. As of the date hereof, the Board has approved the pledge of the Initial Member's interest in the LLC to Chase pursuant to Section 7.3 hereof. (b) Notwithstanding any other provision of this Agreement, any Transfer by the Participants in contravention of any of the provisions of this Section 4.3 shall be void and ineffective, and shall not bind, or be recognized by, the LLC. (c) If and to the extent any Transfer of an interest in the LLC is permitted hereundermade pursuant to and in accordance with the terms of this Agreement, this Agreement (including the Exhibits Schedules hereto) shall be amended by the Manager Board to reflect the Transfer of the LLC interest to the transferee, to admit the transferee as a Member and to reflect the elimination of the transferring Participant (or the reduction of such Transferring transferring Participant’s 's interest in the LLC) and (if and to the extent then required by the Act) a certificate of amendment to the Certificate reflecting such admission and elimination (or reduction) shall be filed in accordance with the Act. The effectiveness of the Transfer of an interest in the LLC permitted hereunder and the admission of any substitute Member pursuant to this Section 4.3 shall be deemed effective immediately prior upon the later to occur of the time of Transfer of an interest in the LLC to such Participant transferee or if later on the first date that the Manager Board receives evidence of such Transfer, including the terms thereof. If the transferring Participant has transferred all or any of its interest in the LLC pursuant to this Section 4.3, then, immediately following upon the later to occur of the time of such transfer Transfer or if later on the first date that the Manager Board receives evidence of such Transfer, including the terms thereof, the transferring Participant shall cease to be a Participant with respect to such interest. (d) Any person or entity who acquires in any manner whatsoever any interest in the LLC, irrespective of whether such person or entity has accepted and adopted in writing the terms and provisions of this Agreement, shall be deemed by the acceptance of the benefits of the acquisition thereof to have (i) made all of the capital contributions made bycontributions, (ii) received all of the distributions received bydistributions, and (iii) agreed to be subject to and bound by all of the terms and conditions of this Agreement thatAgreement, that any predecessor in such interest in the LLC made, received and was subject to or bound bybound.

Transfer of LLC Interest. (a) No Participant shall sell, assign, transfer or otherwise dispose of, whether voluntarily or involuntarily or by operation of law (a “Transfer”"TRANSFER"), all or any portion of his, her or its interest in the LLC without the prior written consent of the ManagerManagers, which consent may be given or withheld in its their sole discretion. No Participant shall pledge or otherwise encumber all or any portion of his, her or its interest in the LLC, without the prior written consent of the ManagerManagers, which consent may be given or withheld in its their sole and absolute discretion. (b) Notwithstanding any other provision of this Agreement, any Transfer by the Participants in contravention of any of the provisions of this Section SECTION 4.3 shall be void and ineffective, and shall not bind, or be recognized by, the LLC. (c) If and to the extent any Transfer of an interest in the LLC is permitted hereunder, this Agreement (including the Exhibits hereto) shall be amended by the Manager Managers to reflect the Transfer of the LLC interest to the transferee, to admit the transferee as a Member and to reflect the elimination of the transferring Participant (or the reduction of such Transferring Participant’s 's interest in the LLC) and (if and to the extent then required by the Act) a certificate of amendment to the Certificate reflecting such admission and elimination (or reduction) shall be filed in accordance with the Act. The effectiveness of the Transfer of an interest in the LLC permitted hereunder and the admission of any substitute Member pursuant to this Section SECTION 4.3 shall be deemed effective immediately prior to the Transfer of an interest in the LLC to such Participant or if later on the first date that the Manager receives Managers receive evidence of such Transfer, including the terms thereof. If the transferring Participant has transferred all or any of its interest in the LLC pursuant to this Section SECTION 4.3, then, immediately following such transfer or if later on the first date that the Manager receives Managers receive evidence of such Transfer, including the terms thereof, the transferring Participant shall cease to be a Participant with respect to such interest. (d) Any person or entity who acquires in any manner whatsoever any interest in the LLC, irrespective of whether such person or entity has accepted and adopted in writing the terms and provisions of this Agreement, shall be deemed by the acceptance of the benefits of the acquisition thereof to have (i) made all of the capital contributions made by, (ii) received all of the distributions received by, and (iii) agreed to be subject to and bound by all the terms and conditions of this Agreement that, any predecessor in such interest in the LLC made, received and was subject to or bound bybound.