Common use of TRANSFER OF UNITS OF MEMBERS Clause in Contracts

TRANSFER OF UNITS OF MEMBERS. (a) A Member may transfer such Member’s Units in whole or in part only: (i) by operation of law pursuant to the death, divorce, bankruptcy, insolvency, or dissolution of such Member; or (ii) under extremely limited circumstances, with the written consent of the Board (which may be withheld for any reason in its sole and absolute discretion). If any transferee does not meet such investor eligibility requirements as may be required by the Board, the Company reserves the right to redeem its Units. If the Board does not consent to a transfer by operation of law, the Company shall redeem the Units from the Member’s successor. Any transfer must comply with the Securities Act. The Board generally will not consent to a transfer unless the transfer is: (x) one in which the tax basis of the Units in the hands of the transferee is determined, in whole or in part, by reference to its tax basis in the hands of the transferring Member (e.g., certain gifts and contributions to family entities); or (y) to members of the transferring Member’s immediate family (siblings, spouse, parents, and children). The foregoing permitted transferees will not be allowed to become substituted Members without the consent of the Board, which may be withheld in its sole and absolute discretion. Each transferring Member and transferee agrees to pay all expenses, including, but not limited to, attorneys’ and accountants’ fees, incurred by the Company in connection with any transfer.

Appears in 3 contracts

Samples: Limited Liability Company Operating Agreement (FEG Absolute Access Fund I LLC), Limited Liability Company Operating Agreement (FEG Directional Access TEI Fund LLC), Limited Liability Company Operating Agreement (Feg Absolute Access Tei Fund LLC)

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TRANSFER OF UNITS OF MEMBERS. (a) A Member may transfer such Member’s Units in whole or in part only: (i) by operation of law pursuant to the death, divorce, bankruptcy, insolvency, or dissolution of such Member; or (ii) under extremely limited circumstances, with the written consent of the Board (which may be withheld for any reason in its sole and absolute discretion). If any transferee does not meet such investor eligibility requirements as may be required by the Board, the Company reserves the right to redeem its Units. If the Board does not consent to a transfer by operation of law, the Company shall redeem the Units from the Member’s successor. Any transfer must comply with the Securities Act. The Board generally will not consent to a transfer unless the transfer is: (x) one in which the tax basis of the Units in the hands of the transferee is determined, in whole or in part, by reference to its tax basis in the hands of the transferring Member (e.g., ,. certain gifts and contributions to family entities); or (y) to members of the transferring Member’s immediate family (siblings, spouse, parents, and children). The foregoing permitted transferees will not be allowed to become substituted Members without the consent of the Board, which may be withheld in its sole and absolute discretion. Each transferring Member and transferee agrees to pay all expenses, including, but not limited to, attorneys’ and accountants’ fees, incurred by the Company in connection with any transfer.

Appears in 2 contracts

Samples: Limited Liability Company Operating Agreement (Feg Absolute Access Fund LLC), Limited Liability Company Operating Agreement (FEG Directional Access Fund LLC)

TRANSFER OF UNITS OF MEMBERS. (a) A Units held by a Member may transfer such Member’s Units in whole or in part be transferred only: (i) by operation of law pursuant to the death, divorce, bankruptcy, insolvency, or dissolution of such Member; or (ii) under extremely limited circumstances, with the written consent of the Board (which may be withheld for any reason in its sole and absolute discretion). If any transferee does not meet such investor eligibility requirements as may be required by the Boardrequirements, the Company Fund reserves the right to redeem its Units. If the Board does not consent to a transfer by operation of law, the Company Fund shall redeem the Units Unit from the Member’s 's successor. Any transfer must comply with the Securities Act. The Board generally will not consent to a transfer unless the transfer is: (xi) one in which the tax basis of the Units in the hands of the transferee is determined, in whole or in part, by reference to its tax basis in the hands of the transferring Member (e.g., e.g. certain gifts and contributions to family entities); or (yii) to members of the transferring Member’s 's immediate family (siblings, spouse, parents, and children). The foregoing permitted transferees will not be allowed to become substituted Members without the consent of the Board, which may be withheld in its sole and absolute discretion. Each transferring Member and transferee agrees agree to pay all expenses, including, including but not limited to, to attorneys' and accountants' fees, incurred by the Company Fund in connection with any transfer.

Appears in 2 contracts

Samples: Limited Liability Company Operating Agreement (Mount Yale Opportunity Fund, LLC), Limited Liability Company Operating Agreement (Mount Yale Opportunity Fund, LLC)

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TRANSFER OF UNITS OF MEMBERS. (a) A Units held by a Member may transfer such Member’s Units in whole or in part only: be transferred only (i) by operation of law pursuant to the death, divorce, bankruptcy, insolvency, or dissolution of such Member; Member or (ii) under extremely limited circumstances, with the written consent of the Board (which may be withheld for any reason in its sole and absolute discretion). If any transferee does not meet such investor eligibility requirements as may be required by the Boardrequirements, the Company Fund reserves the right to redeem its Units. If the Board does not consent to a transfer by operation of law, the Company Fund shall redeem the Units Unit from the Member’s 's successor. Any transfer must comply with the Securities Act. The Board of Directors generally will not consent to a transfer unless the following circumstances are met: (i) the transfer is: is (x) one in which the tax basis of the Units in the hands of the transferee is determined, in whole or in part, by reference to its tax basis in the hands of the transferring Member (e.g., e.g. certain gifts and contributions to family entities); , or (y) to members of the transferring Member’s 's immediate family (siblings, spouse, parents, and children). The foregoing permitted transferees will not be allowed to become substituted Members without the consent of the Board, which may be withheld in its sole and absolute discretion. Each transferring Member and transferee agrees to pay all expenses, including, including but not limited to, to attorneys' and accountants' fees, incurred by the Company Fund in connection with any transfer.

Appears in 2 contracts

Samples: Operating Agreement (Db Hedge Strategies Fund LLC), Liability Company Agreement (Db Absolute Return Fund LLC)

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