Transfer of Member Interests. A Member may Transfer (as defined below) all or any portion of such Member’s Member Interest by complying with the provisions of this Section 9.3. If a proposed Transfer would result in a “Change of Control” (as defined below), then such Member shall provide written notice of such Transfer to Kite Realty at least 30 days prior to the proposed Transfer (the “Transfer Notice”). For purposes of this Section 9.3: (a) “Transfer” shall include any sale, assignment, gift, pledge, hypothecation, mortgage, exchange, or other disposition, other than a pledge, mortgage, or hypothecation of or granting of a security interest in, a Member Interest in connection with the Project Indebtedness or any Entity Indebtedness; and (b) “Change of Control” shall mean (i) the Transfer of more than 50% of the voting ownership interests in Optionor or (ii) if there is no voting ownership interest, the Transfer of more than 50% of the equity ownership interests in Optionor. Notwithstanding the foregoing, no purported Transfer of all or any portion of a Member Interest (whether or not such Transfer would result in a Change of Control) shall be effective unless and until the transferee becomes a party to this Agreement and bound by the terms and conditions of this Agreement as a “Member” (regardless of whether or not such transferee is admitted as a member of Optionor) by executing and delivering a counterpart signature page to this Agreement to Kite Realty. Any purported transfer of a Member Interest in violation of this Section 9.3 shall be null and void.
Transfer of Member Interests. A Member may Transfer (as defined below) all or any portion of such Member’s Member Interest by complying with the provisions of this Section 9.3. If a proposed Transfer would result in a “Change of Control” (as defined below), then such Member shall provide written notice of such Transfer to Kite Realty at least 30 days prior to the proposed Transfer (the “Transfer Notice”). For purposes of this Section 9.3: (a) ”Transfer” shall include any sale, assignment, gift, pledge, hypothecation, mortgage, exchange, or other disposition, other than a pledge, mortgage, or hypothecation of or granting of a security interest in, a Member Interest in connection with the Project Indebtedness or any Entity Indebtedness; and (b) “Change of Control” shall
Transfer of Member Interests. (a) Except as otherwise explicitly contemplated herein, a Member may not sell, assign, transfer, pledge, mortgage or otherwise dispose of (a “Transfer”) all or any of its Member Interest (including any transfer or assignment of all or a part of its Member Interest to a Person who becomes an assignee of a beneficial interest in the Company even though not becoming a substitute Member) unless the Managing Member has consented to such Transfer or assignment in writing, which consent shall not be unreasonably withheld with regard to an assignment by a Member of its entire Member Interest to any one Person if all of the following conditions are satisfied as reasonably determined by the Managing Member:
(1) such assignee constitutes only one member of the Company within the meaning of U.S. Department of Treasury Reg. §1.7704-1(h), (2) such assignee is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act, (3) such assignment does not cause the Managing Member, any of its affiliates, the Company or any of the Members to be subjected to (or materially increase its obligation with respect to) any regulations or reporting requirements that the Managing Member reasonably believes to be significant or burdensome or to any tax obligation, (4) the assignee in the Managing Member’s judgment has the financial ability to hold the Member Interests and perform in a timely manner all of its obligations as a Member under this Agreement, and (5) as reasonably determined by the Managing Member, none of such assignee, its Affiliates, agents or advisors or any Person associated with such assignee is a competitor of the Company, the Managing Member, any Investment or any of their respective Affiliates, except that a Member which is a trust under an employee benefit plan may, upon prior written notice to the Managing Member, (i) assign a beneficial interest in all or a portion of its Member Interest to any other trust under such employee benefit plan or to any other employee benefit plan having the same sponsor or a sponsor which was formerly the affiliate of the sponsor (in which case the transferor shall remain liable for all liabilities and obligations relating to the transferred beneficial interest) or (ii) change a trustee or fiduciary of a Member, provided any such replacement trustee or fiduciary is also a fiduciary as defined under applicable state law. No consent of any other Member shall be required as a condition precedent to any...
Transfer of Member Interests. The Member may assign its interest in the Company at its sole discretion.
Transfer of Member Interests. (a) In connection with the Transfer of any Member Interests other than a Transfer pursuant to a Public Sale, the holder thereof shall deliver written notice to the Company describing in reasonable detail the Transfer or proposed Transfer, together with an opinion of counsel reasonably acceptable to the Company (which such opinion requirement may be waived by the Company in its sole discretion) to the effect that such Transfer of Member Interests may be effected without registration of such Member Interests under the Securities Act. Notwithstanding anything in this Agreement or any other Transaction Document to the contrary, no Member or Option Holder shall Transfer any Option or Common Unit if, as a result of and after giving effect to such Transfer, an obligation would arise under the Exchange Act to register any Common Units.
(b) No Transfer or issuance of any Member Interests (other than pursuant to a Public Sale) shall be permitted unless and until the prospective transferee agrees to become a party to this Agreement and be bound by all the terms and conditions hereof to the same extent as the transferring party by executing and delivering to the Company a joinder to this Agreement in substantially the form attached hereto as Exhibit A or Exhibit B, as applicable.
Transfer of Member Interests. No Transfer or issuance of any Member Interests shall be permitted (i) other than in accordance with the terms and conditions set forth in Article XIII of the Operating Agreement, and (ii) unless and until the prospective transferee agrees to become a party to this Agreement and be bound by all the terms and conditions hereof to the same extent as the transferring party by executing and delivering to the Company a joinder to this Agreement in substantially the form attached hereto as Exhibit A.
Transfer of Member Interests. The Member may assign and transfer the Member Interests to a Person who assumes and agrees to pay, perform and discharge when due all of the Member’s obligations, duties and liabilities under this Agreement from and after the consummation of such assignment and transfer. From and after the consummation of such assignment and transfer, the assignee will be admitted as the member of the Company, with the right to participate in the management of the business and affairs, and to exercise the rights and powers of a member, of the Company, and the assigning Member will cease to be the member of the Company, and cease to have or exercise any right or power as a member of the Company, except for the rights of indemnification as provided by this Agreement and the Second Amended and Restated Agreement of Limited Partnership of Encore Energy Partners, LP, as amended. The assignment and transfer of the Member Interests, the admission of the assignee as a member of the Company, and the assigning Member ceasing to be a member of the Company, will not dissolve the Company, and the Company will continue without dissolution subsequent to such assignment and transfer.
5. Except as expressly modified and amended herein, all of the terms and conditions of the LLC Agreement shall remain in full force and effect.
6. This Amendment No. 2 will be governed by and construed in accordance with the laws of the State of Delaware.
Transfer of Member Interests. 4 ARTICLE VIII
Transfer of Member Interests. No Member shall have the right to confer upon a non-member all the attributes of the Member's interests in the Company without the consent of the non-transferring Member. No Member may transfer its interest in the Company or any interest therein, and any attempt to do so will be null and void.
Transfer of Member Interests. (a) No charge shall be imposed by the Company for such transfer; provided, that as a condition to the issuance of any new Certificate under this Section 4.4(b), the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed with respect thereto.
(b) By acceptance of the transfer of any Member Interest in accordance with this Section 4.4 and Section 4.5, each transferee of a Member Interest (i) shall be admitted to the Company as a Substituted Member with respect to the Member Interests so transferred to such Person when any such transfer or admission is reflected in the books and records of the Company, with or without execution of this Agreement, (ii) shall be deemed to agree to be bound by the terms of this Agreement, (iii) represents that the transferee has the capacity, power and authority to enter into this Agreement, (v) grants powers of attorney to the Officers of the Company and any Liquidator of the Company in accordance with Section 2.6, and (vi) makes the consents and waivers contained in this Agreement. The transfer of any Member Interests and the admission of any new Member shall not constitute an amendment to this Agreement.
