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.
(b) Notwithstanding anything to the contrary herein, and for the avoidance of doubt, the Member may Transfer all or a portion of the Membership Interest to any collateral agent or financing party (or a designee or transferee thereof) in connection with the exercise by such collateral agent or financing party (or a designee or transferee thereof) of its foreclosure or similar remedial rights pursuant to loan and security documentation to which the Member is a party without the consent of the Manager. Upon any such Transfer, (i) the definition of “Member” in this Agreement shall be deemed to be automatically updated to reflect such Transfer and (ii) each of the officers shall have been deemed to have been removed effective the date of such Transfer, in each case without any consent of the Manager. The execution and delivery of this Agreement by a Member shall constitute any necessary approval of such Member under the Act to the foregoing provisions of this Section 8. This Section 8 may not be amended or modified so long as any of the Membership Interests are subject to a pledge or hypothecation without the pledgee’s (or the transferee of such pledgee’s) prior written consent.
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. 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:
a. The Company’s Interests have not been registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act"), in reliance upon the exemptions provided under Regulation A Tier II promulgated thereunder.
b. There is no public market for the Interests and none is expected to develop in the future. Even if a potential buyer could be found, Interests may not be resold or transferred without satisfying certain conditions designed to comply with applicable tax and securities laws. A transferee must meet the same investor qualifications as the Members admitted during the Offering. Any potential buyer must be capable of bearing the economic risks of this investment with the understanding that Interests may not be liquidated by resale or redemption and should expect to hold their Interests as a long-term investment.
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:
(1) The transfer of the Membership Interest is accomplished by an instrument in writing which shall set forth the intentions of the transferee to acquire the Membership Interest;
(2) A counterpart of the instrument of transfer, executed and acknowledged by the transferor is delivered to the Company;
(3) The transfer is in compliance with applicable federal and state securities laws;
(4) The transferor agrees to pay all reasonable legal fees and filing costs incurred by the Company in connection with the transaction;
(5) The transferee agrees to be legally bound by this Agreement by executing and delivering to the Company any documents and instruments necessary in connection with the transferee becoming a Member; and
(6) No other or later transfer of the transferred Membership Interest shall be made unless the procedures set forth herein are once again followed.
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.
(b) Notwithstanding Section 16.1(a), in the event that LNG Investments desires to transfer any portion of its Interest in one transaction or in a series of related transactions in which all (but no less than all) of the General Partner's Interest or the outstanding capital stock of the General Partner is being sold or transferred, LNG Investments shall deliver a written notice to Cheniere specifying the identity of the prospective transferee(s) and disclosing in reasonable detail the price, the type of consideration and other terms and conditions of the proposed transfer. Cheniere may elect to participate in the proposed transfer by delivering a notice to LNG Investments and the proposed transferee(s) within fifteen (15) days of the date of the notice from LNG Investments. If Cheniere elects to participate in such transfer, Cheniere will be entitled to sell in such proposed transfer, at the same price and on the same terms as LNG Investments, a portion of its Interest equal to the product of (x) the quotient determined by dividing the Interest then held by Cheniere by the aggregate Interest then held by LNG Investments multiplied by (y) the aggregate Interest to be sold in such proposed transfer.
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. Member may assign, in whole or in part, its Units on such terms as Member may determine, and the transferee of such Units shall be bound by the terms of this Agreement.
Transferability of Interests. Except with respect to the NY Life Loan and any right of first refusal or purchase option affecting the City Center Property, to the extent applicable, City Center LLC is not a party to, and to its knowledge, no City Center Assignor is a party to, any voting agreement, voting trusts, proxies or any other agreements, instruments or understandings with respect to the voting of any Interests of City Center LLC, or any agreements with respect to the transferability of any Interest in City Center LLC.
