Transferability of Membership. Except as provided below, Membership Interests in the Company are transferable only with the unanimous written consent of all Members. If such unanimous written consent is not obtained when required, the transferee shall be entitled to receive only the share of profits or other compensation by way of income and the return of contributions to which the transferor Member otherwise would be entitled. Notwithstanding the foregoing, (i) the Membership Interests of Prime may be freely transferred, without consent, to any entity that is then owned or controlled, directly or indirectly, by PMSI (or its successor in interest), (ii) the Membership Interests of any Member may be freely assigned, pledged or otherwise transferred, without consent, to secure any debt, liability or obligation owed to Prime by the Company, any Member or any entity affiliated with the Company, (iii) the Membership Interests of any Member may be freely assigned, pledged or otherwise transferred, without consent, in favor of the Lender(s) under, or by the Lender(s) as a result of the enforcement of any security interest arising pursuant to, that certain Senior Credit Facility (the "Credit Facility") of PMSI, (iv) the Membership Interests of any Member may be freely transferred, without consent, pursuant to and in accordance with the express terms and conditions of the Contribution Agreement, and (iv) the pledge by LASIK (pursuant to Section 6.3 of the Contribution Agreement) of its right to receive distributions from the Company in respect of its Membership Interest shall not be deemed to violate any provision of this Agreement..
Transferability of Membership. Membership in the Company is transferable only with the unanimous written consent of all Members. If such unanimous written consent is not obtained, the transferee shall be entitled to receive only the share of profits or other compensation by way of income and the return of contributions to which the transferor Member otherwise would be entitled.
Transferability of Membership. Except as provided below, Membership Interests in the Company are transferable only with the unanimous written consent of all Members. If such unanimous written consent is not obtained when required, the transferee shall be entitled to receive only the share of profits or other compensation by way of income and the return of contributions to which the transferor Member otherwise would be entitled. Notwithstanding the foregoing, (i) the Membership Interests of Prime may be freely transferred, without consent, to any entity that is then owned or controlled, directly or indirectly, by Prime Medical Services, Inc., a Delaware corporation (or its successor in interest), (ii) the Membership Interests of any Member may be freely assigned, pledged or otherwise transferred, without consent, to secure any debt, liability or obligation owed to Prime by the Company, any Member or any entity affiliated with the Company, (iii) the Membership Interests of any Member may be freely assigned, pledged or otherwise transferred, without consent, in favor of the Lender(s) under, or by the Lender(s) as a result of the enforcement of any security interest arising pursuant to, that certain Senior Credit Facility (the "Credit Facility") of PMSI, and (iv) the pledge by BDEC (pursuant to Section 6.3 of the Contribution Agreement) of its right to receive distributions from the Company in respect of its Membership Interest shall not be deemed to violate any provision of this Agreement.
Transferability of Membership. The Membership and its privileges shall not be transferable by Member(s) to any other person or entity. A Member(s) in good standing for one year or more may, however, change the Member(s)’ Primary Location to a location in another Club by paying a transfer fee to the Club owner holding the rights to the Club into which the Membership is being transferred, executing a membership agreement with the Club owner with rights to the Club where the new Primary Location is located, and thereafter paying monthly fees at the rate then in effect in the Club into which the membership is being transferred (a “Membership Transfer”). The Member(s) is responsible to initiate the Membership Transfer by contacting the Member(s)’ Primary Location. All Membership Transfers are subject to availability at the Club to which a Membership is to be transferred.
Transferability of Membership. Neither the membership in the Company nor any rights in the membership may be transferred or assigned for value or otherwise.
Transferability of Membership. Primary Freedom Boat Club Membership and its privileges shall not be transferable by Member to any other party. A Member may, however, move or take his/her membership to any existing club location by paying a transfer fee of $500 to the new club and proceed paying the new club’s monthly dues rate in effect at the time of transfer. In the case of a Co-Membership, where one of the Members wants to cancel and the other wishes to stay, there are two options available. The remaining original Member can choose to remain as the sole Member and pay the monthly dues rate effective at the time for their type of Membership. Co-Membership is also substitutable for a substitution fee of $1,750, where the new Member will then become responsible for the monthly dues rate in effect at the time of substitution. A new contract must be signed in both circumstances. Each Member is responsible jointly and severally for all fees and expenses.
Transferability of Membership. Neither membership in ----------------------------- the Corporation nor any right arising from membership or any right, title or interest in membership may be transferred or disposed of, in any way, directly or indirectly, by any Member or Associate Member; provided, however, that the ----------------- right, title or interest of any person in any membership of a Member may be transferred to any Affiliate of such person who meets the eligibility criteria established by the Board of Directors, is approved by the Board of Directors, in its sole and absolute discretion, and complies with the provisions of Section ------- 2.3 (except that clauses (iv) and (v) of Section 2.3(b) shall not apply). --- ------------ --- --------------
Transferability of Membership. Except as provided below, ----------------------------- Membership Interests in the Company are transferable only with the unanimous written consent of all Members. If such unanimous written consent is not obtained when required, the transferee shall be entitled to receive only the share of profits or other compensation by way of income and the return of contributions to which the transferor Member otherwise would be entitled. Notwithstanding the foregoing, the Membership Interests of Prime Kidney Stone Treatment, Inc. ("Prime") may be freely transferred, without consent, to any entity that is then owned or controlled, directly or indirectly, by Prime Medical Services, Inc., a Delaware corporation ("Prime Medical"). Furthermore, the Membership Interest of AK Associates, Inc. ("AK") may be freely transferred, without consent, to any entity all of whose equity ownership interests are owned by Xxxxxx Xxxxxxx ("Xxxxxxx") and/or Xxxxxxxx Xxxxxxxx ("Sodomire"), the sole shareholders of AK. However, any transfer of any of the equity ownership interests of AK, or of any such permitted transferee of AK, to any persons other than Xxxxxxx or Sodomire, or to any other entity all of whose equity ownership interests are not at all times owned by Xxxxxxx and/or Sodomire, shall be deemed a transfer of Membership Interest requiring unanimous written consent of all Members as provided above.
Transferability of Membership. The Membership Interests are transferable only with the unanimous written consent of Prime (or Prime's permitted designee). If such unanimous written consent is not obtained when required, the transferee shall be entitled to receive only the share of profits or other compensation by way of income and the return of contributions to which the transferor Member otherwise would be entitled.
Transferability of Membership. Except as provided below, Membership Interests in the Company are transferable only with the unanimous written consent of all Members. If such unanimous written consent is not obtained when required, the transferee shall be entitled to receive only the share of profits or other compensation by way of income and the return of contributions to which the transferor Member otherwise would be entitled (giving full effect to any contractual qualifications or restrictions on the transferor Member's right to receive distributions from the Company). Notwithstanding the foregoing, (i) the Membership Interests of Prime may be freely transferred, without consent, to any entity that is then owned or controlled, directly or indirectly, by Prime Medical Services, Inc., a Delaware corporation ("PMSI"), or its successor in interest, (ii) the Membership Interests of any Member may be freely assigned, pledged or otherwise transferred, without consent, to secure any debt, liability or obligation owed to Prime by the Company, any Member or any entity affiliated with the Company, and (iii) the Membership Interests of any Member may be freely assigned, pledged or otherwise transferred, without consent, in favor of the lender(s) under, or by the lender(s) as a result of the enforcement of any security interest arising pursuant to, that certain Senior Credit Facility of PMSI.
