Transfer to Members Sample Clauses

Transfer to Members. If, after the procedures set forth in Section 9.2.1(c) above, Matching Offers covering all but not less than all of the Offered Interest are timely made, the Transferring Member will promptly notify the applicable Holders of Participating Units of the final allocation of the Offered Interest and will transfer the Offered Interest to the Participating Members in accordance with the Matching Offer and pursuant to the allocation determined pursuant to Sections 9.2.1(b) and (c). At the closing of the proposed transfer (which date, place and time will be at the Company’s office at 9:00 a.m. New York time on the tenth (10th) Business Day following the giving of the notice described in the first sentence of this Section 9.2.1(d) unless otherwise mutually agreed by the Participating Members and the Transferring Member), the Transferring Member will deliver the Units and written instruments of transfer in form satisfactory to the Participating Members, duly executed by such Transferring Member if applicable, free and clear of any liens, against delivery of the purchase price therefor.
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Transfer to Members. If, after the procedures set forth in Section 7.2.1(c) above, Matching Offers covering any of the Offered Interest are timely made, the Transferring Member will promptly notify the applicable Participating Member of the final allocation of such subscribed Offered Interest and will transfer such subscribed Offered Interest to the Participating Members in accordance with the Matching Offer and pursuant to the allocation determined pursuant to Sections 7.2.1(b) and (c). At the closing of the proposed Transfer (which date, place and time will be at the Company’s office at 9:00 a.m. California time on the 10th Business Day following the giving of the notice described in the first sentence of this Section 7.2.1(d) unless otherwise mutually agreed by the Participating Members and the Transferring Member), the Transferring Member will deliver the subscribed Offered Interest and written instruments of transfer in form satisfactory to the Participating Members, duly executed by such Transferring Member if applicable, free and clear of any Liens, against delivery of the purchase price therefor by the Participating Members by wire transfer of immediately available funds.
Sample 1
Transfer to Members. Purchaser acknowledges that, prior to Closing, Seller may distribute its assets, including the Property, to its members and each member would then transfer its interest in the Property to Purchaser pursuant to a separate special warranty deed as provided herein. Each member will expressly assume the obligations of Seller hereunder and both the Seller and each such member will be liable on a joint and several basis for Seller's obligations under this Agreement. Any member may elect to affect the sale of the Property as an exchange pursuant to Section 1031 of the Internal Revenue Code. Purchaser agrees to cooperate in the accomplishment of these actions, provided that Purchaser shall incur no liability or expense beyond those inherent in an acquisition of the Property nor be delayed in the Closing.
Sample 1

Related to Transfer to Members

  • 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 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.

  • Transfers of Membership Interests (a) A Member may not transfer, assign, sell, pledge, hypothecate or otherwise dispose of any of the attributes of his, her or its Membership Interest (collectively, a “Transfer”), in whole or in part, to any Person without the prior written consent of the Board of Managers, which consent the Board of Managers may withhold in its sole discretion, and any attempted Transfer of a Membership Interest shall be null and void ab initio unless effected in accordance with this Article XI.

  • Assignment of Membership Interest A Member may not assign the Member’s interest in the Company except with the written consent of all the other Members of record. Any such consent to assignment automatically entitles the assignee to become a Member. A Member’s membership interest may be evidenced by a certificate of membership interest issued by the Company.

  • Assignment of Membership Interests The Assignment of Membership Interests shall have been fully executed and delivered to Purchaser.

  • 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.

  • No Ownership Interest Nothing contained in this Agreement shall be deemed to vest in Parent or Merger Sub any direct or indirect ownership or incidence of ownership of or with respect to any Shares. All rights, ownership and economic benefits of and relating to the Shares shall remain vested in and belong to Stockholder, and Parent and Merger Sub shall have no authority to manage, direct, superintend, restrict, regulate, govern, or administer any of the policies or operations of the Company or exercise any power or authority to direct Stockholder in the voting of any of the Shares, except as otherwise provided herein.

  • The Participating Interests Each Lender (other than the Lender acting as L/C Issuer in issuing the relevant Letter of Credit), by its acceptance hereof, severally agrees to purchase from the L/C Issuer, and the L/C Issuer hereby agrees to sell to each such Lender (a “Participating Lender”), an undivided percentage participating interest (a “Participating Interest”), to the extent of its Percentage, in each Letter of Credit issued by, and each Reimbursement Obligation owed to, the L/C Issuer. Upon any failure by the Borrower to pay any Reimbursement Obligation at the time required on the date the related drawing is to be paid, as set forth in Section 1.3(c) above, or if the L/C Issuer is required at any time to return to the Borrower or to a trustee, receiver, liquidator, custodian or other Person any portion of any payment of any Reimbursement Obligation, each Participating Lender shall, not later than the Business Day it receives a certificate in the form of Exhibit A hereto from the L/C Issuer (with a copy to the Administrative Agent) to such effect, if such certificate is received before 1:00 p.m. (Chicago time), or not later than 1:00 p.m. (Chicago time) the following Business Day, if such certificate is received after such time, pay to the Administrative Agent for the account of the L/C Issuer an amount equal to such Participating Lender’s Percentage of such unpaid or recaptured Reimbursement Obligation together with interest on such amount accrued from the date the related payment was made by the L/C Issuer to the date of such payment by such Participating Lender at a rate per annum equal to: (i) from the date the related payment was made by the L/C Issuer to the date two (2) Business Days after payment by such Participating Lender is due hereunder, the Federal Funds Rate for each such day and (ii) from the date two (2) Business Days after the date such payment is due from such Participating Lender to the date such payment is made by such Participating Lender, the Base Rate in effect for each such day. Each such Participating Lender shall thereafter be entitled to receive its Percentage of each payment received in respect of the relevant Reimbursement Obligation and of interest paid thereon, with the L/C Issuer retaining its Percentage thereof as a Lender hereunder. The several obligations of the Participating Lenders to the L/C Issuer under this Section 1.3 shall be absolute, irrevocable, and unconditional under any and all circumstances whatsoever and shall not be subject to any set-off, counterclaim or defense to payment which any Participating Lender may have or have had against the Borrower, the L/C Issuer, the Administrative Agent, any Lender or any other Person whatsoever. Without limiting the generality of the foregoing, such obligations shall not be affected by any Default or Event of Default or by any reduction or termination of any Commitment of any Lender, and each payment by a Participating Lender under this Section 1.3 shall be made without any offset, abatement, withholding or reduction whatsoever.

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

  • Transfer Timing Subject to Paragraphs 4(a) and 5 and unless otherwise specified, if a demand for the Transfer of Eligible Credit Support or Posted Credit Support is made by the Notification Time, then the relevant Transfer will be made not later than the close of business on the next Local Business Day; if a demand is made after the Notification Time, then the relevant Transfer will be made not later than the close of business on the second Local Business Day thereafter.

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