Transfer of Units Substitute Members Sample Clauses

Transfer of Units Substitute Members. EXCHANGE 26 9.1 Restrictions on Transfers 26 9.2 Recognition of Transfer; Substituted and Additional Members 27 9.3 Expense of Transfer; Indemnification 28 9.4 Exchange of Units for Class A Shares 28 9.5 Adjustment 30 ARTICLE X DISSOLUTION AND LIQUIDATION 30 10.1 Dissolution 30 10.2 Liquidation and Termination 31 10.3 Complete Distribution 31 10.4 Cancellation of Certificate 31 10.5 Reasonable Time for Winding Up 31 10.6 Return of Capital 32 10.7 HSR Act 32 ARTICLE XI GENERAL PROVISIONS 32 11.1 Power of Attorney 32 11.2 Books and Records 32 11.3 Amendments 32 11.4 Remedies 33 11.5 Successors and Assigns 33 11.6 Severability 33 11.7 Counterparts 33 11.8 Applicable Law 33 11.9 Forum; Venue and Jurisdiction; Waiver of Trial by Jury 33 11.10 Notices 34 11.11 Creditors 34 11.12 Waiver 34 11.13 Further Action 35 11.14 Nature of Interest in the Company 35 11.15 Partition 35 11.16 Binding Agreement 35 11.17 Headings 35 11.18 Entire Agreement 35 11.19 Delivery by Facsimile or Email 35 11.20 Survival 35 11.21 Confidentiality 35 SCHEDULE A Schedule of Members EXHIBIT A Form of Exchange Notice SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TALLGRASS EQUITY, LLC, A DELAWARE LIMITED LIABILITY COMPANY This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Tallgrass Equity, LLC (the “Company”), dated and effective as of , 2015 (the “Effective Date”), is adopted, executed and agreed to, for good and valuable consideration, by and among the Company and each other Person who is or at any time becomes a Member in accordance with the terms of this Agreement and the Act. Any reference in this Agreement to any Member shall include such Member’s Successors in Interest to the extent such Successors in Interest have become Substituted Members in accordance with the provisions of this Agreement.
Sample 1Sample 2
AutoNDA by SimpleDocs
Transfer of Units Substitute Members. 55 8.1 Restrictions on Transfers of Units 55 8.2 Void Transfers 57 TABLE OF CONTENTS (continued) Page 8.3 Substituted Member 57 8.4 Effect of Assignment 58 8.5 Additional Transfer Restrictions 58 8.6 Legend 58 8.7 Transfer Fees and Expenses 59 8.8 Date of Effectiveness 59 ARTICLE IX PREEMPTIVE RIGHTS 59 9.1 Preemptive Rights 59 9.2 Xxxx-Xxxxx-Xxxxxx 60
Sample 1
Transfer of Units Substitute Members. REGISTRATION RIGHTS 18 7.1 Restrictions on Transfers 18 7.2 Recognition of Transfer; Substituted and Additional Members 18 7.3 Expense of Transfer; Indemnification 19 7.4 Additional Requirements 20 7.5 Mandatory Exchange 20 7.6 Registration Rights 20
Sample 1
Transfer of Units Substitute Members 
Sample 1Sample 2Sample 3See All (10)

Related to Transfer of Units Substitute Members

  • Transfer of Units 10.3.1 Units may be transferred only in the manner described in Article 9.2. The transfer of any Units and the admission of any new Partner shall not constitute an amendment to this Agreement.

  • 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.

  • 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.

  • Substitute Members No transferee of all or part of a Member's Membership Interest shall become a substitute Member in place of the transferor unless and until:

  • 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.

  • Substitute Member An Assignee who has been admitted to all of the rights of membership pursuant to this Operating Agreement.

  • Registration and Transfer of Limited Partner Interests (a) The General Partner shall keep or cause to be kept on behalf of the Partnership a register in which, subject to such reasonable regulations as it may prescribe and subject to the provisions of Section 4.5(b), the Partnership will provide for the registration and transfer of Limited Partner Interests.

  • Exception for Permitted Transfers The conditions of Sections 11.3.A(1) through 11.3.A(4) hereof shall not apply in the case of a Permitted Transfer. It is a condition to any Transfer otherwise permitted hereunder (whether or not such Transfer is effected during or after the first Fourteen-Month Period) that the transferee assumes by operation of law or express agreement all of the obligations of the transferor Limited Partner under this Agreement with respect to such Transferred Partnership Interest, and no such Transfer (other than pursuant to a statutory merger or consolidation wherein all obligations and liabilities of the transferor Partner are assumed by a successor corporation by operation of law) shall relieve the transferor Partner of its obligations under this Agreement without the Consent of the General Partner. Notwithstanding the foregoing, any transferee of any Transferred Partnership Interest shall be subject to any restrictions on ownership and transfer of stock of the General Partner contained in the Charter that may limit or restrict such transferee’s ability to exercise its Redemption rights, including, without limitation, the Ownership Limit. Any transferee, whether or not admitted as a Substituted Limited Partner, shall take subject to the obligations of the transferor hereunder. Unless admitted as a Substituted Limited Partner, no transferee, whether by a voluntary Transfer, by operation of law or otherwise, shall have any rights hereunder, other than the rights of an Assignee as provided in Section 11.5 hereof.

  • Sale or Transfer of Assets; Suspension of Business Operations The Borrower will not sell, lease, assign, transfer or otherwise dispose of (i) the stock of any Subsidiary, (ii) all or a substantial part of its assets, or (iii) any Collateral or any interest therein (whether in one transaction or in a series of transactions) to any other Person other than the sale of Inventory in the ordinary course of business and will not liquidate, dissolve or suspend business operations. The Borrower will not transfer any part of its ownership interest in any Intellectual Property Rights and will not permit any agreement under which it has licensed Licensed Intellectual Property to lapse, except that the Borrower may transfer such rights or permit such agreements to lapse if it shall have reasonably determined that the applicable Intellectual Property Rights are no longer useful in its business. If the Borrower transfers any Intellectual Property Rights for value, the Borrower will pay over the proceeds to the Lender for application to the Obligations. The Borrower will not license any other Person to use any of the Borrower’s Intellectual Property Rights, except that the Borrower may grant licenses in the ordinary course of its business in connection with sales of Inventory or provision of services to its customers.

  • Restrictions on Transfer of Limited Partnership Interests (a) Subject to the provisions of 9.2(b), (c) and (d), no Limited Partner may offer, sell, assign, hypothecate, pledge or otherwise transfer all or any portion of its 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. The General Partner may require, as a condition of any Transfer to which it consents, that the transferor assume all costs incurred by the Partnership in connection therewith.

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