Transferability of Interests. A member may not assign in whole or in part its Units without the consent of all of the other members and provided that the transferee of such Units shall be bound by the terms of this Agreement. Notwithstanding the first sentence of this Paragraph 15, any member may, directly or indirectly, cause the transfer of its Units to USANi LLC or any of USANi LLC's direct or indirect wholly owned entities (collectively, "Permitted Transferees"), without the consent of the other members. Upon any such transfer to a Permitted Transferee, the Permitted Transferee shall be admitted as a member and shall be bound by the terms of this Agreement. Nothing herein shall restrict the ability of any member to pledge its Units to secure indebtedness (including guarantee indebtedness) in respect of that certain credit agreement among USA Networks, Inc., USANI LLC, the lenders party thereto, The Chase Manhattan Bank as administrative agent, Bank of America National Trust & Savings Association and The Bank of New York as Co-Documentation Agents, or any renewal, extension, replacement or refinancing thereof.
Transferability of Interests. (a) The Member may transfer, sell, assign, mortgage, xxxxx x xxxx on, give or otherwise dispose of (collectively, “Transfer”), whether voluntarily or by operation of law, at judicial sale or otherwise, all or any part of its interest in the Company (the “Membership Interest”). If the Member Transfers all or part of the Membership Interest pursuant to this Section 8, the transferee shall be admitted to the Company as a Member of the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement, which instrument may be a counterpart signature page to this Agreement. If the Member Transfers all of the Membership Interest, such admission shall be deemed effective simultaneously with the Transfer and, immediately following such admission, the transferor Member shall cease to be a member of the Company. If the Member Transfers less than 100% of the Membership Interest, then this Agreement shall be amended to include appropriate provisions, including those relating to partnership accounting and tax issues, necessary to address the fact that the Company has more than one Member.
Transferability of Interests. The Member may transfer, sell, assign, mortgage, xxxxx x xxxx on, give or otherwise dispose of, whether voluntarily or by operation of law, at judicial sale or otherwise, all or any part of its interest in the Company (“Membership Interest”); provided, however, that (i) no transferee shall become a member without the consent of the transferor Member and (ii) there shall not at any time be more than one member until this Agreement is amended to provide generally (in addition to Section 11 hereof) for having more than one member.
Transferability of Interests. A member may not assign in whole or in part its Units without the consent of all of the other members and provided that the transferee of such Units shall be bound by the terms of this Agreement. Notwithstanding the first sentence of this Paragraph 15, any member may transfer its Units to USANi LLC,
Transferability of Interests. A Member may transfer his, her or its Membership Interest only in compliance with this Article. Restrictions have been placed upon the ability of all Members to resell or otherwise dispose of any Company’s Interest obtained or acquired hereunder including, without limitation, the following:
Transferability of Interests. Except as set forth in Section 5.3, a Member may not assign, sell, transfer or otherwise dispose of, whether voluntarily or involuntarily, in whole or in part (any such transaction, “Transfer”), any of its Interests unless the Member obtains the Managing Member’s prior written consent, which may be granted or withheld in the Managing Member’s sole discretion, and no such transferee shall become a Member without such consent. A Member may not pledge or encumber, whether voluntarily or involuntarily, in whole or in part, any of its Interests unless the Member obtains the Managing Member’s prior written consent. Upon the admission of any such transferee as a Member, such transferee must become a party to this Agreement as a Member and, if such Person was a transferee of a Non-Managing Member, as a Non-Managing Member, and be bound by the terms of this Agreement, including, but not limited to, Section 5.3 in the case of a transferee of a Non-Managing Member, and the transferring Member shall be relieved of all rights, interests and obligations arising under this Agreement subsequent to such transfer with respect to such Interest or Interests being transferred, and if the transferring Member no longer holds any Interest, the transferring Member shall be relieved of all rights, interests and obligations arising under this Agreement, except with respect to any breach of this Agreement arising prior to such Transfer. Any purported Transfer, pledge or encumbrance of any Interest or any part thereof not in compliance with this Agreement shall be void and of no force or effect. Notwithstanding the foregoing, Old SBAM may transfer the Class 1 Interests to Nuveen pursuant to the Purchase Agreement, and the Employee Members may transfer the Class 2A, 2B, 5 and 6 Interests held by them to Management LLC as contemplated by the Award Agreements.
Transferability of Interests. A transferee may be admitted as a Member of the Company with all of the rights of a Member attributable to the transferred Membership Interest subject to the following conditions:
Transferability of Interests. Except to the extent that transferability is limited by applicable law or such procedure as may be developed from time to time by the Trustees or the appropriate officers of the Trust, Interests shall be transferable on the records of the Trust only by the record holder thereof or by his or her agent thereunto duly authorized in writing, upon delivery to the Trustees or the Trust’s transfer agent of a duly executed instrument of transfer, together with an Interest certificate, if one is outstanding, and such evidence of the genuineness of each such execution and authorization and of such other matters as may be required by the Trustees. Upon such delivery, the transfer shall be recorded on the register of the Trust.
Transferability of Interests. (a) Subject to the prior written consent of the General Partner, which consent shall not be withheld or delayed unless the General Partner determines, in its reasonable discretion, that such transfer would have a Material Adverse Effect on the Partnership or the Business, each of the Limited Partners may transfer all or any part of its Interest in the Partnership (including the transfer of any rights to receive or share in profits, losses, income, distributions or the return of contributions); provided, that such transferring Limited Partner gives written notice (including the name and address of the proposed purchaser, transferee, or assignee and the date of such transfer) to the Partnership and the non-transferring Partners.
Transferability of Interests. The Member may assign, in whole or in part, its Membership Interests on such terms as the Member may determine, and the transferee of such Membership Interests shall be bound by the terms of this Agreement.
