Common use of Transfer of Member Interests Clause in Contracts

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 '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.. ARTICLE X—

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.