We use cookies on our site to analyze traffic, enhance your experience, and provide you with tailored content.

For more information visit our privacy policy.

Transferability of Membership Interest Sample Clauses

Transferability of Membership Interest. Expect as the Member may agree in writing, the interest of the Member in the Company is transferable, either voluntarily or by operation of law. The Member may sell, assign, transfer, exchange, mortgage, pledge, grant, hypothecate, encumber, or otherwise transfer all or a portion of its interest in the Company (including as security). Upon the transfer of the interest, the transferee shall be admitted as a member of the Company.
Sample 1Sample 2Sample 3See All (13)
Transferability of Membership Interest. Subject to compliance with any applicable securities laws the Membership Interest and all rights thereunder and hereunder are transferable in whole or in part. Upon a surrender of any certificate(s) (if any) representing the transferred Membership Interest the Company shall execute and deliver a new certificate in the name of the assignee or assignees and in the denomination or denominations as requested by the transferor, and shall issue to transferor a new certificate evidencing the portion of the Membership Interest not so assigned and the surrendered certificate shall be cancelled. Notwithstanding anything in the Operating Agreement to the contrary, the Transferor shall have no option to purchase the Membership Interest upon a transfer of all or part of such interest hereunder under Section VIII of the Operating Agreement.
Sample 1Sample 2
Transferability of Membership Interest. Subject to this Section 11, the Interest is transferable without restriction either voluntarily or by operation of law. The Member may sell, assign, transfer, exchange, mortgage, pledge, grant, hypothecate, encumber, or otherwise transfer (whether absolutely or as security) all or a portion of the Interest. Except in the case of a transfer of all or any portion of the Interest involuntarily by operation of law, either (a) the Interest, or transferred portion thereof, shall be registered under the Securities Act of 1933, as amended, and any applicable state securities laws, or (b) such transfer must be exempt from all applicable registration requirements and must not violate any applicable laws regulating the transfer of securities. Except in the case of a transfer of all of the Interest or a portion of the Interest involuntarily by operation of law, the transferee shall, as a condition to such transfer, deliver to the Company evidence of the authority of such transferee to become a member of the Company and execute and deliver with the Member, effective as of the time of such transfer, an amendment to, or amendment and restatement of, this Agreement. Furthermore, the transferee and the Member shall each execute and deliver such other instruments as they agree is necessary or appropriate to effect, and as a condition to, such transfer.
Sample 1Sample 2
Transferability of Membership Interest. Except as the Member may agree in writing, the membership interest of the Member in the Company (“Interests”) is transferable either voluntarily or by operation of law. All or a portion of the Interests may be sold, assigned, transferred, exchanged, mortgaged, pledged, granted, hypothecated, encumbered or otherwise transferred (whether absolutely or as security). Upon the transfer of the entire Interest, the transferee shall be admitted as a member at the time of the transfer and shall obtain all of the rights appurtenant to being a member of the Company. Notwithstanding the foregoing, §18-702 or §18-704 of the Act or anything else in this Agreement or the Act to the contrary and without the consent of the other Members: (a) The Member may grant a security interest in or against any Interests or any and all rights and privileges related to the interests and any and all rights or privileges under this Agreement, including, without limitation, any economic or voting or other consensual rights (“Rights”) (collectively a “Pledge”) in which the Member has an interest, and may agree to rights and remedies related to the same pursuant to one or more agreements with any person or entity, to whom the Company or any Member gives, or purports to give, a security interest (including a pledge or other encumbrance) in any assets, which may include membership interests in the Company or any other rights or interests related thereto (a “Secured Party”) (all such agreements, collectively, the “Pledge Agreement”). (b) A Secured Party may exercise any and all rights and remedies provided to it in a Pledge Agreement, including, without limitation, any rights to cause the transfer of Interests and to exercise voting or consensual rights (with or without the transfer of Interests) to the extent any such rights and remedies are provided for or granted pursuant to the Pledge Agreement. (c) No Pledge shall, except as otherwise provided in the Pledge Agreement (i) cause any Member to cease to be, or have the power to exercise any rights or powers of, a Member; or (ii) impose any liability on any Secured Party solely as a result of the Pledge. (d) A person or entity that acquires Interests or Rights from a Member pursuant to an exercise of remedies under a Pledge (an “Assignee”) may become a member of the Company pursuant to the exercise of rights granted to the Secured Party and without the need for action or consent by any Member. An Assignee that becomes a member of the Company s...
Sample 1
Transferability of Membership Interest. Except as specifically permitted in this Agreement, a Membership Interest Transfer Restriction Agreement or other written agreement executed by all of the Members and the Company, no Member shall sell or otherwise transfer any portion of the Member?s Membership Interest in the Company in any manner, voluntarily or involuntarily, including, without limitation, by sale, gift, granting an option to purchase, bequest, descent, device or operation of law, or any other disposition. Any transfer of Membership Interest in violation of this Section shall be deemed an assignment of such Membership Interest within the Delaware Corporation General Law and does not entitle the assignee to participate in the management or affairs of the Company or to become or exercise any rights of a Member. ARTICLE VIII - TAXES Section
Sample 1
Transferability of Membership Interest. Except as specifically permitted in this Agreement, no Member shall sell or otherwise transfer any portion of the Member's Membership Interest in the Company in any manner, voluntarily or involuntarily, including without limitation, by sale, gift, granting an option to purchase, bequest, descent, divorce, device or operation of law, or any other disposition. Any attempted disposition by a Member of an interest or right, or any part thereof, in or in respect of the Company other than in accordance with this Section shall be null and void. A Membership Interest may not be assigned, in whole or in part.
Sample 1
Transferability of Membership Interest. Except as specifically permitted in this Agreement, no Member shall sell or otherwise transfer any portion of the Member's Membership Interest in the Company in any manner, voluntarily or involuntarily, including without limitation, by sale, gift, granting an option to purchase, bequest, descent, device or operation of law, or any other disposition. Any attempted voluntary or involuntary disposition by a Member or a creditor of a Member, of an interest or right, or any part thereof, in or in respect of the Company other than in accordance with this Section 6.03 shall be null and void, and shall be considered a violation of this Agreement and a Dissolution Event to the extent provided under Section 9.01 of this Agreement.
Sample 1
Transferability of Membership Interest. The Membership Interest is freely transferable or assignable, in whole or in part, either voluntarily or by operation of law.
Sample 1
Transferability of Membership Interest 
Sample 1Sample 2

Related to Transferability of Membership Interest

  • Non-transferability of Interest None of the rights of Executive to receive any form of compensation payable pursuant to this Agreement shall be assignable or transferable except through a testamentary disposition or by the laws of descent and distribution upon the death of Executive. Any attempted assignment, transfer, conveyance, or other disposition (other than as aforesaid) of any interest in the rights of Executive to receive any form of compensation to be made by the Company pursuant to this Agreement shall be void.

  • Transferability of Options During the lifetime of an Optionee, only such Optionee (or, in the event of legal incapacity or incompetency, the Optionee’s guardian or legal representative) may exercise the Option. No Option shall be assignable or transferable by the Optionee to whom it is granted, other than by will or the laws of descent and distribution.

  • Non-Transferability of Options The Option may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Optionee, only by the Optionee.

  • Transferability of Registration Rights The registration rights set forth in this Agreement are transferable to each transferee of Registrable Securities. Each subsequent holder of Registrable Securities must consent in writing to be bound by the terms and conditions of this Agreement in order to acquire the rights granted pursuant to this Agreement.

  • Transferability of Option This Option is not assignable or transferable, in whole or in part, by the Optionee other than by will or by the laws of descent and distribution. During the lifetime of the Optionee, the Option shall be exercisable only by the Optionee or, in the event of his or her disability, by his or her guardian or legal representative.

  • Transferability of the Warrant Subject to the provisions of this Warrant with respect to compliance with the Securities Act of 1933, as amended (the “Securities Act”) and limitations on assignments and transfers, including without limitation compliance with the restrictions on transfer set forth in Section 5, title to this Warrant may be transferred by endorsement (by the transferor and the transferee executing the assignment form attached as Exhibit B (the “Assignment Form”)) and delivery in the same manner as a negotiable instrument transferable by endorsement and delivery.

  • Non-Transferability of Option This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of Optionee only by Optionee. The terms of the Plan and this Option Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee.

  • Non-Transferability of RSUs Unless otherwise provided by the Committee in its discretion, RSUs may not be sold, assigned, alienated, transferred, pledged, attached or otherwise encumbered except as provided in Section 9(a) of the Plan. Any purported sale, assignment, alienation, transfer, pledge, attachment or other encumbrance of RSUs in violation of the provisions of this Section 6 and Section 9(a) of the Plan shall be void.

  • Transferability of Warrant Subject to Section 2(h) hereof, this Warrant may be transferred by a Holder, in whole or in part, without the consent of the Issuer. If transferred pursuant to this paragraph, this Warrant may be transferred on the books of the Issuer by the Holder hereof in person or by duly authorized attorney, upon surrender of this Warrant at the principal office of the Issuer, properly endorsed (by the Holder executing an assignment in the form attached hereto) and upon payment of any necessary transfer tax or other governmental charge imposed upon such transfer. This Warrant is exchangeable at the principal office of the Issuer for Warrants to purchase the same aggregate number of shares of Warrant Stock, each new Warrant to represent the right to purchase such number of shares of Warrant Stock as the Holder hereof shall designate at the time of such exchange. All Warrants issued on transfers or exchanges shall be dated the Original Issue Date and shall be identical with this Warrant except as to the number of shares of Warrant Stock issuable pursuant thereto.

  • Non-Transferability Benefits under this Agreement cannot be sold, transferred, assigned, pledged, attached or encumbered in any manner.

Most Referenced Clauses

Most Referenced Definitions