Transfer of Members' Interests. No Member shall sell, assign, transfer or otherwise dispose of, or mortgage, hypothecate, pledge or otherwise encumber, or permit or suffer any encumbrance of, all or any part of its interest in the Company, or any interest therein; provided, however, that each Member may pledge its interest in the Company to any lender making a loan secured, in whole or in part, by a mortgage or deed of trust on the Property.
Transfer of Members' Interests. (a) Except as otherwise expressly provided herein, no Member may, directly or indirectly, Transfer such Member’s Interest in the Company without the prior written consent of the Managing Member and Non-Managing Members holding a Majority in Interest, which may be given or withheld in their sole and absolute discretion for any reason or no reason.
(b) Notwithstanding the foregoing, any Member may Transfer all or a portion of such Member’s Interest to the following (each a “Permitted Transferee”) provided such Permitted Transferee satisfies the suitability requirements imposed by Applicable Law:
(i) an Affiliate of such Member;
(ii) any member of such Member’s Immediate Family; or
(iii) any other Member.
(c) Notwithstanding anything to the contrary contained herein, to the extent the Managing Member proposes to Transfer all or a portion of its Interest in the Company to any Person other than to a Permitted Transferee (such proposed Transfer, a “Proposed ROFR Sale”), the other Members of the Company shall have a right of first refusal (“Right of First Refusal”) with respect to such Interest proposed to be Transferred; provided that (x) if the Managing Member or any Affiliate thereof transfers in the aggregate more than fifty percent (50%) of the Managing Member’s Interest on, or subsequent to, the date of this Agreement to any party that is not an Affiliate of the Managing Member (it being understood that a change of control of any such Affiliate such that it ceases to be an Affiliate of the Managing Member shall be deemed a transfer for purposes of this provision), CastleRock Asset Management, Inc. shall, as result of that act, become the Managing Member for all purposes regardless of whether the other Members exercise their Right of First Refusal.
(i) In connection with the foregoing, the Managing Member shall furnish to all other Members of the Company that are in good standing a written notice of such Proposed ROFR Sale (such notice, the “ROFR Notice”). The ROFR Notice will include (1) the amount of Interest proposed to be Transferred, (2) the name and address of the proposed Transferee (the “Proposed ROFR Transferee”), (3) the proposed amount and form of consideration with respect to the Interest proposed to be Transferred, and (4) the other material terms and conditions of the proposed Transfer.
(ii) Each Member shall have a period of fifteen (15) Business Days following receipt of the ROFR Notice (the “ROFR Period”) to exercise its Right of First Refus...
Transfer of Members' Interests. If the Company is dissolved due to a transfer of all, or nearly all, of its assets to an analogous subsidiary entity or entities as described in Article 7.3(xvii)above, then the Managers shall transfer all of the Member’s Interests to the subsidiary entity (or entities) in the same measure and proportion as they had existed with respect to the Company. The nature of any such subsidiary entity and the management, voting, distributions, dissolution and other events described herein shall be treated in the same or as nearly the same manner as permissible and reasonably practicable under applicable U.S. state or any applicable foreign law as they are treated hereunder and under the Law. Managers will provide each Member with Notice of the establishment of the subsidiary entity (or entities) and of the transfer of the Member’s Interests and any conditions appurtenant thereto as and when the same are made reasonably known by Managers.
Transfer of Members' Interests. The Membership Interest of each Member of this Company is personal property. Except as otherwise provided in this Operating Agreement, the transfer of a Member's Membership Interest is restricted. The transfer of a Member's Membership Interest shall include a gift, sale, transfer, assignment, hypothecation, pledge, encumbrance or any other disposition, whether voluntary or involuntary, by operation of law or otherwise, including, without limitation, any transfer occurring upon or by virtue of the bankruptcy or insolvency of a Member; the appointment of a receiver, trustee or conservator or guardian for a Member or his property; or pursuant to the will of a Member or the laws of descent and distribution in the event of a Member's death; pursuant to court order in the event of divorce, marital dissolution, legal separation or similar proceedings; or pursuant to any loan or security agreement under which any of the Member's Membership Interests are pledged or otherwise serve as collateral, as well as the transfer of any such Membership Interest in the event recourse is made to such collateral. If a Majority of the other Members, other than the Member proposing to dispose of his Membership Interest ("Transferring Member") and without considering the Transferring Member's Membership Interest as outstanding in determining such a Majority, do not approve of a proposed transfer or assignment by written consent, the transferee of the Member's Membership Interest has no right to participate in the management of the business and affairs of the Company or to become a Member. The transferee is only entitled to receive the share of profits or other compensation by way of income and the return of contributions, to which the Transferring Member would otherwise be entitled. If the transfer is approved by a Majority of the other Members of the Company by written consent, the transferee has all the rights and powers and is subject to all the restrictions and liabilities of his assignor, has the right to participate in the management of the business and affairs of the Company and becomes a substituted Member.
Transfer of Members' Interests. A Member's interest in the Company may not be sold, assigned, encumbered, pledged, hypothecated, mortgaged, exchanged, given away, or in any other way disposed of or transferred, in whole or in part, voluntarily or involuntarily, by operation of law or otherwise (a "Transfer") except that a Member's interest -------- in the Company may be Transferred with the prior written consent of the Administrative Member, which may be granted or withheld in the sole discretion of the Administrative Member. Any attempted Transfer not made in accordance with the provisions of this Article IX shall be null and void.
Transfer of Members' Interests. 9 SECTION A. TRANSFER OF MEMBERS' INTERESTS..................9 SECTION B. NO TRANSFER PERMITTED UNDER CERTAIN CIRCUMSTANCES..................................10 SECTION C.
Transfer of Members' Interests. Section 9.1.
Transfer of Members' Interests. 8 5.1 Transfer of Members' Interests............................. 8 5.2 No Transfer Permitted Under Certain Circumstances.......... 9 5.3
Transfer of Members' Interests. 44 Section 9.1. Restrictions on Transfer of Company Interests 44 Section 9.2. Drag-Along Sale 44 Section 9.3. Notice of Election to Purchase 45 Section 9.4. Other Transfer Provisions 46 ARTICLE X Rights and Obligations of the Members 47 Section 10.1. Investment Opportunities 47 ARTICLE XI Miscellaneous 49
Transfer of Members' Interests. (a) To the fullest extent permitted by law, no Member may, directly or indirectly, Transfer such Member’s Interest in the Company (other than to one or more of its Affiliates, or members of the immediate family of a Member or Affiliate, or a trust established for, or the estate of the immediate family of a Member or Affiliate) without the prior written consent of the Managing Member, which may be given or withheld in its sole discretion for any reason or no reason Notwithstanding the foregoing, any Transfer of an Interest by the Managing Member to any Affiliate whose net capital, as determined under generally accepted accounting practices (“GAAP”) is less than the net capital, as determined under GAAP of the Managing Member shall not relieve the Managing Member of its obligations under Section 10.2 of the Purchase Agreement.
(b) (i) Notwithstanding anything to the contrary contained herein, to the extent the Managing Member proposes to Transfer all or a portion of its Interest in the Company to any Person other than one or more of its Affiliates (such proposed Transfer, a “Proposed ROFR Sale”), the other Members of the Company in good standing shall have a right of first refusal (“Right of First Refusal”) with respect to such Interest proposed to be Transferred.
