Transfer of Member’s Interest. (a) A Member has no right to withdraw or resign from the Company. Subject to any restrictions on transferability by operation of law or contained elsewhere in this Agreement, a Member may assign in writing his or her Membership Interest in the Company, subject to the limitations of Section 10.4 and Article 5 in general, provided:
(i) a duly executed and acknowledged written instrument of assignment in form satisfactory to the non-transferring Member is filed with the Company;
(ii) the assignee consents in writing, in form satisfactory to the Members, to be bound by the terms of this Agreement as if he or she were the assignor;
(iii) the assignor and the assignee execute and acknowledge other instruments, in form and substance satisfactory to the non-transferring Members, as such non-transferring Members may deem necessary or desirable to effect the substitution;
(iv) the assignment will not jeopardize the status of the Company as an entity taxed as a partnership for federal income tax purposes, cause a termination of the Company for the purposes of the then applicable provisions of the Code, or violate or cause the Company to violate any applicable law or governmental rule or Treasury Regulation, including without limitation, any applicable federal or state securities law; and
(v) if requested by the non-transferring Member, an opinion from counsel to the assignee (which counsel and opinion must be satisfactory to counsel for the Company) is furnished to the Company stating that, in the opinion of the counsel, the assignment would not jeopardize the status of the Company as a partnership for federal income tax purposes, or cause a termination of the Company for the purposes of the then applicable provisions of the Code, or violate, or cause the Company to violate any applicable law or governmental rule or Treasury Regulation, including without limitation, any applicable federal or state securities law or cause the Company to be subject to any reporting requirements of any applicable federal or state securities law.
(b) Each assigning Member agrees to pay, prior to the time the Members consent to an assignment of his or her Membership Interest or Economic Interest in the Company, all reasonable expenses, including attorneys fees, incurred by the Company in connection with the assignment.
Transfer of Member’s Interest. To the extent any of the following restrictions is not necessary to the Company, in the discretion of the Manager reasonably exercised, the Manager may eliminate or modify any restriction. Subject to the immediately preceding sentence, no assignee of the whole or any portion of a Member's Interest in the Company shall have the right to become a substituted Member in place of his assignor, unless the following conditions are first met:
10.2.1. No Member may transfer a fractional Unit, and no Member may transfer Units where, as a result of the transfer, the Member would thereafter, own fewer than two hundred (200) Units, except where the transfer occurs by operation of law;
10.2.2. The assignor shall designate its intention in a written instrument of assignment, which shall be in a form and substance reasonably satisfactory to the Manager;
10.2.3. The transferring Member shall first obtain written consent of the Manager to the substitution. The Manager shall not unreasonably withhold its consent, but the Manager will withhold its consent to the extent necessary to prohibit transfers that could cause the Company to be classified as a publicly traded partnership. The Manager will also withhold consent if it determines that the sale or transfer will otherwise jeopardize the continued ability of the Company to qualify as a "partnership" for federal income tax purposes or that the sale or transfer may violate any applicable securities laws (including any investment suitability standards);
10.2.4. The assignor and assignee named therein shall execute and acknowledge any other instruments as the Manager may deem necessary or desirable to effect the substitution, including, but not limited to, a power of attorney;
10.2.5. The assignee shall accept, adopt and approve in writing all of the terms and provisions of this Agreement as the same may have been amended;
10.2.6. The assignee shall pay or, at the election of the Manager, obligate himself to pay all reasonable expenses connected with the substitution, including but not limited to reasonable attorneys' fees associated therewith; and
10.2.7. The Company has received, if required by the Manager, a legal opinion satisfactory to the Manager that the transfer will not violate the registration provisions of the Securities Act of 1933, as amended, or any applicable state securities law, which opinion shall be furnished at the Member's expense. Assignments complying with the above shall be recognized by the Company not l...
Transfer of Member’s Interest. Subject to the Securityholders Agreement, a Member may transfer or assign all or part of its interest as a Member in the Company to any Person that agrees in writing to assume the responsibility of a Member under this Agreement. A Person who is so admitted as a Substitute Member or an Additional Member shall thereby become a Member. The Member shall not cease to be a Member upon the collateral assignment of, or the pledging or granting of a security interest in, its entire interest in the Company. No Person may become a Substitute Member except as provided by this Section 5.5.
Transfer of Member’s Interest. Upon the transfer of all or a part of an interest in the Company, items of Company income, gain, loss, deduction and credit for the Company Calendar Year in which such transfer occurs shall, except as otherwise agreed between the transferor, transferee and the Company, generally be allocated between the transferor and the transferee on a pro rata basis in proportion to the number of days in the year for which each held the interest.
Transfer of Member’s Interest. A Member may transfer all or a portion of its Interests to any Person; provided that such transfer shall have the prior written consent of all other Members, if any. The transferee of any such transfer shall be entitled to have and to execute any rights or powers of a Member.
Transfer of Member’s Interest. Subject to the provisions of SECTION 3.3 hereof, a Member may give, sell, assign, pledge, hypothecate, exchange or otherwise transfer to another person any portion of its interest in the Company accordance with the provisions of Section 18-702 of the Act. No person acquiring an interest in the Company pursuant to this SECTION 3.5 shall become a Member unless such person is approved by the vote or written consent of the Managing Member and the Members holding a Majority Percentage Interest (exclusive of the Member who assigned or proposes to assign such interest). If no such approval is obtained, such person's Interest in the Company shall only entitle such person to receive the distributions and allocations of profits and losses to which the Member from whom or which such person received such interest would otherwise be entitled. Any such approval may be subject to any terms and conditions imposed by the consenting Members.
Transfer of Member’s Interest. No Member may assign, convey, sell, encumber, or in any way part with all or a portion of the Member’s Membership Interest except with the prior, written consent of all other Members, which consent may be given or withheld, conditioned, or delayed at the sole discretion of the other Members.
Transfer of Member’s Interest. The Member may transfer part or all of the Member’s interest at any time, including by gift, by testamentary transfer, and by intestacy, and such transfer shall not cause a dissolution of the Company. Any transferee who has properly acquired part or all of the Member’s interest in the Company shall be subject to all the terms, conditions, restrictions, and obligations of this Written Declaration. Any sale, assignment or transfer or purported sale, assignment or transfer of an interest in the Company, whether voluntary or involuntary, shall be null and void unless properly made in accordance with the provisions of this Written Declaration. The purported interest of any transferee who has not properly acquired part or all of the Member’s interest in the Company in accordance with this Written Declaration shall have no rights whatsoever, except and only to the extent that it is impossible under the law to terminate or restrict such rights, and then such rights shall be terminated or restricted to the maximum extent allowable under the law, and such interest shall be subject to all the terms, conditions, restrictions, and obligations of this Written Declaration.
Transfer of Member’s Interest. Section 10.1 Restrictions on Transfers and Liens.
(a) No Member shall Transfer or create a Lien on all or any portion of its Membership Interest except as permitted by this Article 10. For purposes of clarity, no Member may Transfer, or create or permit to exist any Lien on, its Membership Interest (or any portion thereof) without the prior written consent of the Board, unless such Transfer or Lien is permitted pursuant to Section 10.2. Any attempted Transfer of, or creation of a Lien on, any portion of a Membership Interest not in accordance with the terms of this Article 10 shall be null and void and of no legal effect.
(b) No Transfer, Lien or other disposition of the Membership Interest of a Member shall be permitted unless the Company has received an opinion of counsel satisfactory to the Board (unless such requirement is waived by the Board in its sole and absolute discretion after consultation with counsel), that the effect of such Transfer, Lien or other disposition would not:
(i) result in the Company's assets being considered as “plan assets” within the meaning of the Employee Retirement Income Security Act of 1974 (as amended, “ERISA”) or any regulations proposed or promulgated thereunder;
Transfer of Member’s Interest. 6.1 Should a Member desire to sell, assign or exchange all or any part of his interest in the Company to any person seeking to become a substituted Member (or, in the event of a transfer for no consideration, such as gift or bequest), such Member hereinafter assignor who desires to assign all or any part of his interest in the Company shall have the right to transfer to another the whole or any part of such interest except as set forth in this Agreement.
6.2 If the Member desires to sell or assign all or a portion of his interest in the Company, as set forth in Article 6.1, he shall first offer the same in writing to the Members, who shall have thirty (30) days after receipt of such offer to accept or reject the offer. If more than one Member accepts such offer, the interest being offered shall be allocated among the accepting Members in proportion to the size of their respective capital accounts. If the offer is rejected, in whole or in part, the Member shall be free to sell or assign the rejected interest, on the same terms and conditions, to a third party, provided the Members have previously agreed by a fifty percent (50%) affirmative vote to approve such sale or assignment, and provided also that the sale is consummated within sixty (60) days following the expiration of the thirty (30) day period referred to in the preceding paragraph. If the same is not consummated within said sixty (60) days, the proposed sale or assignment shall again be subject to the provisions of this Article 6.2.
6.3 No assignment of any Member’s interest in compliance with this Article VI, even if it results in the substitution of the assignee as a Member herein shall release the assignor from those liabilities to the Company which survive such assignment.
6.4 Any assignment by a Member of all or any part of his interest in the Company shall be subject of the following.
(A) The assignment instrument shall be in form and substance satisfactory to the Managers. Among the reasons for which consent may be withheld by the Managers is that they have. determined, in their sole discretion, that such substitution may: (i) have an adverse effect on the legal status of the Company understate or federal law or both; or (ii) have an adverse effect on the Members who are not participating in the transfer under state or federal law or both. The request for consent to sale or assignment shall contain a copy of all instruments and documents or registered mail, return receipt requested, sent to...
