Transfer of Membership Interest. The Sole Member may Transfer any part or all of its rights and interest (including, but not limited to, its Capital Account) in the Company (each a “Membership Interest”) now owned or hereafter acquired to any Person, and the transferee of such Membership Interest shall become a Member of the Company.
Transfer of Membership Interest. The Sole Member may transfer or assign in whole or in part its Membership Interest in the Company. The Sole Member's Membership Interest in the Company shall be freely alienable.
Transfer of Membership Interest. Without the prior written consent of Administrative Agent, acting alone, which shall not be unreasonably withheld or delayed, no Borrower Party shall permit the transfer of the Membership Interest of any Borrowing Base Investor.
Transfer of Membership Interest. (a) The Member may not sell, assign, encumber, transfer or otherwise Dispose of any Units of its Membership Interest (or take or omit to take any action, filing, election or other action that could result in a deemed sale, assignment, encumbrance, transfer or other Disposition); provided, however that the Member may make such a transfer to an Affiliate of the Member, which Affiliate shall have a special purpose charter and bylaws substantially similar in all material respects to those of the Member. Any attempted Disposition not in accordance with this Agreement shall be void.
Transfer of Membership Interest. Except as specifically provided in this Article 7 or Article 8, none of the Members shall sell, transfer, encumber or otherwise dispose of, by operation of law or otherwise, all or any part of his or its Membership Interest. No assignment shall be valid or effective unless in compliance with the conditions contained in this Agreement, and any unauthorized transfer or assignment shall be void ab initio. No assignee of the whole or any portion of a Membership Interest shall have an Economic Interest or any other rights of a Member until such assignee becomes a substituted Member in accordance with Section 7.3.
Transfer of Membership Interest. Subject to applicable law, including, without limitation, the Securities Act, and any agreement restricting the transfer of the Membership Interests hereunder to which the Member may be a party, the Member may at any time Transfer in whole or in part its Membership Interest. If the Member Transfers any portion of its Membership Interest pursuant to this Section 11.1, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective as of the date of the Transfer.
Transfer of Membership Interest. The Members may sell, assign or otherwise transfer all or any portion of such Members’ Membership Interest at any time to any Person.
Transfer of Membership Interest. The Members may assign, transfer and otherwise convey (collectively, “convey”) all or part of the Member’s membership interest in the Company only by (a) executing a written instrument of assignment, duly describing the membership interest in the Company being conveyed to the transferee and the rights and obligations that the transferee shall have in respect of such interest (including whether the transferee is to be admitted as a member of the Company), and (b) complying with the provisions of Section 5.3. Any attempted or purported conveyance of all or part of a membership interest in the Company that does not comply with the preceding sentence shall be null and void and not recognized by the Company.
Transfer of Membership Interest. Except to the extent otherwise required by the Code and Treasury Regulations, if a Membership Interest or part thereof is transferred in any Fiscal Year, the items of income, gain, loss, deduction and credit allocable to such Membership Interest or part thereof, as the case may be, for such Fiscal Year shall be allocated to the person who held the interest on the date such items were realized or incurred by the Company as if the books of the Company had been closed, and the partnership tax year had ended, immediately after such transfer. At the request of the transferee, the Managing Member may, in its sole discretion, make the election provided for in Code Section 754.
Transfer of Membership Interest. (a) A Member may assign its Economic Interests by a duly executed, written instrument of assignment, the terms of which are not in contravention of any of the provisions of this Agreement and which contains the provisions required by the Board of Managers to effectuate the assignment.
