Transfer of Membership Interests Substituted Members Sample Clauses

Transfer of Membership Interests Substituted Members. 48 Section 9.1. Limitations on Transfer of Membership Interests 48 Section 9.2. Void Transfers 48 Section 9.3. Substituted Member 48 Section 9.4. Effect of Transfer 49 Section 9.5. Additional Transfer Restrictions 49 Section 9.6. Transfer Fees and Expenses 50 Section 9.7. Effective Date 50 Section 9.8. Acceptance of Prior Acts 50 ARTICLE X. DISSOLUTION 50 Section 10.1. In General 50 Section 10.2. Liquidation and Termination 50 Section 10.3. Complete Distribution 51 Section 10.4. Filing of Certificate of Cancellation 51 Section 10.5. Reasonable Time for Winding Up 51 Section 10.6. Return of Capital 51 Section 10.7. Antitrust Laws 51 Section 10.8. Other Remedies 51 ARTICLE XI. INDEMNIFICATION 52 Section 11.1. General Indemnity 52 Section 11.2. Fiduciary Insurance 53 Section 11.3. Rights Non-Exclusive 53 Section 11.4. Merger or Consolidation; Other Entities 53 Section 11.5. No Member Recourse 53 ARTICLE XII. OTHER AGREEMENTS 54 Section 12.1. [Reserved] 54 Section 12.2. [Reserved] 54 Section 12.3. [Reserved] 54 Section 12.4. [Reserved] 54 Section 12.5. Preemptive Rights 54 ARTICLE XIII. CONFIDENTIALITY 55 Section 13.1. Non-Disclosure 55 Section 13.2. Exceptions 56 ARTICLE XIV. MISCELLANEOUS PROVISIONS 57 Section 14.1. Amendments 57 Section 14.2. Remedies 57 Section 14.3. Notice Addresses and Notices 58 Section 14.4. Counterparts 58 Section 14.5. Assignment 58 Section 14.6. Entire Agreement; Waiver 58 Section 14.7. Severability 58 Section 14.8. Governing Law 59 Section 14.9. Independent Contractors; Expenses 59 Section 14.10. Press Release 59 Section 14.11. Survival 59 Section 14.12. Creditors 59 Section 14.13. Further Action; Initial Public Offering 59 Section 14.14. Lock-Up Agreements 62 Section 14.15. Drag-Along Rights 63 Section 14.16. Pricing Committee 66 Section 14.17. Delivery by Facsimile or Email 67 Section 14.18. Strict Construction 67 Section 14.19. Consent to Jurisdiction 67 Section 14.20. Waiver of Jury Trial 68 Section 14.21. Specific Performance 68 Section 14.22. Unfair Prejudice 68
Sample 1
AutoNDA by SimpleDocs
Transfer of Membership Interests Substituted Members. Section 9.1 Limitations on Transfer of Membership Interests. (a) From November 30, 2006 until November 30, 2011, no Common Holder may Transfer any Common Membership Interests (or any portion thereof), except (i) pursuant to Section 12.2, Section 12.4 or Section 12.7, (ii) to any Affiliate of such Common Holder, (iii) in the case of any Class A Holder, to any direct or indirect equityholder (or Affiliate of any direct or indirect equityholder) of such Class A Holder, (iv) in the case of any Class A Holder, to any Person with the prior written consent of the Majority Initial Class B Holders (which may be given or withheld in their discretion), (v) in the case of any Class B Holder, to any Person with the prior written consent of the Majority Initial Class A Holders (which may be given or withheld in their discretion), (vi) in the case of GM Holdco, up to thirty percent (30%) of the Common Membership Interests held by GM Holdco as of the Effective Date, subject to compliance with Section 9.2, to any Person, so long as, with respect to clause (ii), (iii), (iv), (v) or (vi) above, the Person to whom such Common Membership Interests are Transferred, executes, simultaneously with such Transfer, an addendum to this Agreement, setting forth such Person’s agreement to be bound by the terms and conditions of this Agreement and the Call Option, and assuming all obligations of the assignor with respect to the acquired Common Membership Interest, on terms reasonably satisfactory to the Company and, in the case of a Transfer by any Class B Holder, to the Majority Initial Class A Holders or (vii) in connection with a Company Conversion (each Transfer pursuant to clause (i) through (vii) inclusive, an “Exempt Transfer”). (b) From and after November 30, 2011, no Common Holder may Transfer any Common Membership Interests (or any portion thereof) except (i) in compliance with Section 9.2, (ii) pursuant to an Exempt Transfer or as contemplated by Section 12.2, Section 12.4 or Section 12.7 or (iii) in connection with a Company Conversion. (c) From and after the Effective Date, no Member may Transfer any Class C Membership Interests (or any portion thereof) except in compliance with Section 9.2(f) or as contemplated by Section 12.2 or Section 12.4 or in connection with a Company Conversion. (d) From and after the Effective Date, the Class E Holder agrees that it shall not be permitted to Transfer any Class E Preferred Membership Interest except with prior written consent of the ...
Sample 1
Transfer of Membership Interests Substituted Members. Section 9.1 Limitations on Transfer of Membership Interests. (a) From and after December 31, 2008, the Class E Preferred Holder, and from and after the Effective Date, the Class C Holders, agree that they shall not be permitted to Transfer any Class E Preferred Membership Interest or any Class C Interest, respectively, except with prior written consent of the Board of Managers of the Company (other than pursuant to a Company Conversion).
Sample 1
Transfer of Membership Interests Substituted Members 
Sample 1Sample 2Sample 3See All (10)

Related to Transfer of Membership Interests Substituted Members

  • Transfer of Membership Interests (a) The Member may transfer its Membership Interest, in whole but not in part, but the transferee shall not be admitted as a Member except in accordance with Section 6.07. Until the transferee is admitted as a Member, the Member shall continue to be the sole member of the Company (subject to Section 1.02) and to be entitled to exercise any rights or powers of a Member of the Company with respect to the Membership Interest transferred. (b) To the fullest extent permitted by law, any purported transfer of any Membership Interest in violation of the provisions of this Agreement shall be wholly void and shall not effectuate the transfer contemplated thereby. Notwithstanding anything contained herein to the contrary and to the fullest extent permitted by law, the Member may not transfer any Membership Interest in violation of any provision of this Agreement or in violation of any applicable federal or state securities laws.

  • 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 Partnership Interests The foregoing power of attorney shall survive the delivery of an instrument of transfer by any Partner of the whole or any portion of or interest in its Partnership Interest, except that (i) where a Partner becomes a Former Partner, or (ii) where a Transferee of such Partnership Interest has been approved as a successor Partner and the Transferor shall thereupon cease being a Partner (all in accordance with this Agreement), then the power of attorney of the Former Partner or the Transferor Partner, as the case may be, shall survive the cessation of Partner status or the delivery of such instrument of transfer, as the case may be, for the sole purpose of enabling the attorneys-in-fact for such Former Partner or the Transferor Partner (or any of them) to execute, swear to, acknowledge and file any and all instruments necessary to effectuate or reflect such cessation, transfer and succession.

  • Transfers of Membership Interests 8.1. A Member may withdraw from the Company at any time by giving Notice of withdrawal to the Manager at least 180 calendar days before the effective date of withdrawal. Withdrawal will not release a Member from any obligations and liabilities under this Agreement accrued or incurred before the effective date of withdrawal. A withdrawing Member will divest the Member’s entire Membership Interest before the effective date of withdrawal in accordance with and subject to the provisions of this Article VIII. 8.2. Except as expressly provided in this Agreement, a Member will not Transfer any part of the Member’s Membership Interest in the Company, whether now owned or later acquired, unless: (a) the other Members unanimously approve the transferee’s admission to the Company as a Member on that Transfer; and (b) the Membership Interest to be Transferred, when added to the total of all other Membership Interests Transferred in the preceding 12 months, will not cause the termination of the Company under the Code. No Member may Encumber or permit or suffer any Encumbrance of all or any part of the Member’s Membership Interest in the Company unless the Encumbrance has been approved in writing by the Manager. Approval may be granted or withheld in the Manager’s sole discretion. Any Transfer or Encumbrance of a Membership Interest without that approval will be void. Notwithstanding any other provision of this Agreement to the contrary, a Member who is a natural person may Transfer all or any portion of his or her Membership Interest to any revocable trust created for the benefit of the Member, or any combination between or among the Member, the Member’s spouse, and the Member’s issue, provided that the Member retains a beneficial interest in the trust and all of the Voting Interest included in the Membership Interest. A Transfer of a Member’s beneficial interest in the trust, or failure to retain the Voting Interest, will be deemed a Transfer of a Membership Interest. 8.3. If a Member wishes to Transfer any or all of the Member’s Membership Interest in the Company under a Bona Fide Offer (as defined below), the Member will give Notice to the Manager at least 30 days in advance of the proposed sale or Transfer, indicating the terms of the Bona Fide Offer and the identity of the offeror. The Company and the other Members will have the option to purchase the Membership Interest proposed to be transferred at the price and on the terms provided in this Agreement. If the price for the Membership Interest is other than cash, the fair value in dollars of the price will be as established in good faith by the Company. For purposes of this Agreement, “Bona Fide Offer” means an offer in writing setting forth all relevant terms and conditions of purchase from an offeror who is ready, willing, and able to consummate the purchase and who is not an Affiliate of the selling Member. For 30 days after the Notice is given, the Company will have the right to purchase the Membership Interest offered, on the terms stated in the Notice, for the lesser of: (a) the price stated in the Notice (or the price plus the dollar value of noncash consideration, as the case may be); and (b) the price determined under the appraisal procedures set forth in Section 8.8. If the Company does not exercise the right to purchase all of the Membership Interest, then, with respect to the portion of the Membership Interest that the Company does not elect to purchase, that right will be given to the other Members for an additional 30-day period, beginning on the day that the Company’s right to purchase expires. Each of the other Members will have the right to purchase, on the same terms, a part of the interest of the offering Member in the proportion that the Member’s Percentage Interest bears to the total Percentage Interests of all of the Members who choose to participate in the purchase; provided, however, that the Company and the participating Members may not, in the aggregate, purchase less than the entire interest to be sold by the offering Member. If the Company and the other Members do not exercise their rights to purchase all of the Membership Interest, the offering Member may, within 90 days from the date the Notice is given and on the terms and conditions stated in the Notice, sell or exchange that Membership Interest to the offeror named in the Notice. Unless the requirements of Section 8.2 are met, the offeror under this Section 8.3 will become an Assignee, and will be entitled to receive only the share of Profits or other compensation and the return of Capital Contribution to which the assigning Member would have been entitled.

  • Transfers of Partnership Interests Except as the Partners may otherwise agree from time to time, a Partner may not Transfer all or any part of its Partnership Interest without the Consent of each other Partner, which Consent may be withheld in the sole discretion of each such other Partner.

  • Membership Interest The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

  • Substituted Members Subject to the provisions of Article X hereof, in connection with the Permitted Transfer of a Unit hereunder, the Permitted Transferee shall become a Substituted Member on the effective date of such Transfer, which effective date shall not be earlier than the date of compliance with the conditions to such Transfer, and such admission shall be shown on the books and records of the Company, including the Schedule of Members.

  • Shares; Membership Interests (a) The total of the membership interests in the Company shall be divided into (i) Class A Ordinary Shares having the rights and preferences as set forth herein (the “Class A Ordinary Shares”), (ii) Class A Preferred Shares having the rights and preferences as set forth herein (the “Class A Preferred Shares” and, together with the Class A Ordinary Shares, the “Class A Shares”), (iii) Class B Ordinary Shares having the rights and preferences as set forth herein (the “Class B Ordinary Shares”), and (iv) Class C Ordinary Share having the rights and preferences as set forth herein (the “Class C Ordinary Share” and, together with the Class A Ordinary Shares, the Class A Preferred Shares and the Class B Ordinary Shares, the “Shares” and each a “Share”). Class A Ordinary Shares, Class A Preferred Shares and Class B Ordinary Shares shall have the same rights, powers and duties, except as otherwise set forth in this Agreement. The number of Class A Ordinary Shares shall be limited to the maximum number of Class A Ordinary shares offered in the Offering, plus (i) the number of Class A Ordinary Shares which may be issued upon conversion of the Class A Preferred Shares, plus (ii) the number of Class A Ordinary Shares which may be issued upon conversion of the Class B Ordinary Shares. The number of Class A Preferred Shares shall be limited to the number of Class A Preferred Shares which may be issued pursuant to the Management Services Agreement. The number of Class B Ordinary Shares shall be limited to up to 1,000. The number of Class C Ordinary Shares shall be limited to one. Class A Preferred Shares issued pursuant to the Management Services Agreement (“ASA Shares”) may be subject to vesting provisions as set forth in the Management Services Agreement. The Shares of the Members shall be as set forth on Exhibit A attached hereto, which may be updated as set forth herein. For the avoidance of doubt, in the event that all of the Class A Ordinary Shares are not sold pursuant to the Offering, the Board shall, upon the final closing of the Offering, issue a number of Class A Ordinary Shares to the Initial Member equal to the aggregate number of Class A Ordinary Shares that remain unsold in the Offering, as repayment in full of any and all obligations owing to the Initial Member in respect of advances made to acquire the Artwork and true-up fees payable to the Initial Member. The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose by the Company or the Transfer Agent. (b) Prior to the date hereof and as set forth in the Original Agreement, the Initial Member has been issued 100% of the membership interests in the Company in return for a capital contribution of $100 (the “Prior Interests”). Upon execution of this Agreement, the Prior Interests shall be automatically converted into 1,000 Class B Ordinary Shares. As of the date of such conversion, the Class B Ordinary Shares shall constitute all of the membership interests of the Company and, prior to the issuance of Class A Ordinary Shares, Class A Preferred Shares and Class C Ordinary Share, shall have all of the rights and privileges of 100% of the membership interests in the Company afforded pursuant to this Agreement and applicable law. (c) Notwithstanding any provision to the contrary in this Agreement, the Board shall have full power and authority to schedule one or more closings to issue Class A Ordinary Shares and admit Members to the Company in accordance with the provisions of this Agreement. Any Person that acquires Class A Ordinary Shares and is admitted as a Member of the Company after the date hereof, shall, in connection with such Member’s acquisition of such Class A Ordinary Shares, be deemed to pay to the Company such Member’s pro rata share of any amounts used to acquire the Artwork, including any true-up fees and any other amounts paid to the Company by the previously admitted Members. (d) The Class A Members may elect to convert their Class A Preferred Shares into Class A Ordinary Shares, in whole or in part, at any time prior to the consummation of the Sale of the Artwork, subject to the terms and conditions herein, for no additional consideration. Each Class A Preferred Shares will automatically convert to one Class A Ordinary Share upon any Transfer of such Class A Preferred Shares to an entity that is not an Affiliate of the Administrator. (e) The Class B Members may elect to convert their Class B Ordinary Shares into Class A Ordinary Shares, in whole or in part, at any time prior to the consummation of the Sale of the Artwork, subject to the terms and conditions herein, for no additional consideration pursuant and to the following conversion formula: The number of Class A Ordinary Shares issuable upon conversion of Class B Ordinary Shares shall equal (A) the Value Increase, multiplied by (B) the Conversion Percentage, multiplied by (C) 20%, divided by (D) the Class A Ordinary Share Value. For purposes herein:

  • Transfers of Limited Partnership Interests 9.1 Restrictions on Transfer of Limited Partnership Interests. (a) No Limited Partner may offer, sell, assign, hypothecate, pledge or otherwise transfer all or any portion of his Limited Partnership Interest, or any of such Limited Partner’s economic rights as a Limited Partner, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a “Transfer”) without the consent of the General Partner, which consent may be granted or withheld in its sole and absolute discretion. Any such purported Transfer undertaken without such consent shall be considered to be null and void ab initio and shall not be given effect. (b) No Limited Partner may withdraw from the Partnership other than as a result of a permitted Transfer of all of its Partnership Interest pursuant to this Article 9. Upon the permitted Transfer or redemption of all of a Limited Partner’s Partnership Interest, such Limited Partner shall cease to be a Limited Partner.

  • Membership Interests The Sole Member currently owns one hundred percent (100%) of the percentage interests in the Company.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!