Transferability of Membership Units Sample Clauses

Transferability of Membership Units. A Member shall not at any time Transfer his or her Membership Units except in accordance with the conditions and limitations set out in this Article 11 and subject additionally to the requirement for advance written approval from a Class Majority-in-Interest of the Class B Members, if any. No Transfer of any Membership Unit, or any portion thereof or interest therein, is permitted if such Transfer violates, or would cause the Company to violate, the Securities Act of 1933 or any other applicable state or federal law, or cause the Company to be required to register any Membership Units or notify any regulator of such transfer, and any such Transfer is null, void, and of no effect unless the restrictions set forth in this sentence are waived by the Board of Directors in its sole discretion. So long as any Class B Non-Voting Convertible Preferred Membership Units are outstanding, any Transfer of a Membership Unit in the Company permissible under this Article 11 shall be effective to give the transferee only the right to receive the share of income, losses, and distributions to which the transferor would otherwise be entitled, and shall not be effective to constitute the transferee a Member of the Company, and shall not entitle the transferee to vote on Company matters. A transferee who does not become a Member of the Company under this Article 11 shall have no rights to exercise the voting rights (if any) of the transferred Membership Unit, no right to examine the books or records of the Company, and no rights of any kind whatsoever except as expressly provided in this Section 11.1, but any attempt by such transferee to further Transfer the Membership Unit owned by the transferee shall be subject to all the terms and provisions of this Article 11. Except as otherwise provided in this Article with respect to Permitted Transferees, any transferee shall be admitted, or readmitted, in the case of a Member that has undergone a Control Transfer, as a Member of the Company only upon compliance with the following requirements: COMPANY AGREEMENT (Page 27 of 48) APCLARK, LLC 11.1.1 The Board of Directors consents to the admission of the transferee as a new Member, with such consent setting forth the class of Membership Unit owned by such new Member, and setting forth any terms or conditions of such new Member’s membership not already provided in this Agreement; provided, however, that Permitted Transferees and any Member that acquires any additional Membership Units wi...
Sample 1
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Transferability of Membership Units. (a) Transfer to a Third Party. Neither party shall voluntarily transfer, sell, assign, pledge, hypothecate, give or otherwise dispose of all or any portion of its Membership Units without the prior written approval of ,the other party, except in connection with a termination of the parties' relationship pursuant to Article 5.
Sample 1

Related to Transferability of Membership Units

  • 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.

  • 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 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.

  • Nontransferability of Options The Option and this Agreement shall not be assignable or transferable by Optionee other than by will or by the laws of descent and distribution. During Optionee's lifetime, the Option and all rights of Optionee under this Agreement may be exercised only by Optionee (or by his guardian or legal representative). If the Option is exercised after Optionee's death, the Committee may require evidence reasonably satisfactory to it of the appointment and qualification of Optionee's personal representatives and their authority and of the right of any heir or distributee to exercise the Option.

  • 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.

  • Membership Units The Company is initially organized with One (1) class of Membership Interests, designated in Units, which Units are initially the only class of equity in the Company. The Units shall have no par value and shall be of a single class with identical rights. The Company shall have a first lien on the Units of any Member for any debt or liability owed by such Member to the Company. Additional and different classes of Membership Interests represented by different Units may be created and issued to new or existing Members on such terms and conditions as the Governors may determine. Such additional and different classes may have different rights, powers and preferences (including, without limitation, voting rights and distribution preferences), which may be superior to those of existing Members. Members shall have no preemptive rights to acquire additional or newly created Units.

  • Nontransferability of the Award Prior to the issuance of shares of Stock on the applicable Settlement Date, neither this Award nor any Units subject to this Award shall be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by creditors of the Participant or the Participant’s beneficiary, except transfer by will or by the laws of descent and distribution. All rights with respect to the Award shall be exercisable during the Participant’s lifetime only by the Participant or the Participant’s guardian or legal representative.

  • 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.

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