Transfers among Members Sample Clauses

Transfers among Members. Except as otherwise expressly provided herein and in the Securityholders Agreement, the Members may freely transfer or assign all or any portion of their Membership Interest to other Members.
Sample 1Sample 2
AutoNDA by SimpleDocs
Transfers among Members. Except for the restrictions set forth in Section 15.3, nothing in this Agreement shall be deemed to prohibit any Member from transferring any or all of its Interest to another Member, upon mutually agreeable terms.
Sample 1
Transfers among Members. Notwithstanding the general restrictions contained in Section 5(a) hereof, the Members may make a Disposition of all or any portion of such Member’s Membership Interest to another Member.
Sample 1
Transfers among Members. Except as otherwise expressly provided herein and in the Securityholders Agreement or, in respect of the Class B Common Units, any agreements governing the issuance of such Class B Common Units, the Members may freely transfer or assign all or any portion of their Membership Interest to other Members.
Sample 1
Transfers among Members. Each Member acknowledges and agrees, with respect to any Transfer by or with any Member who is entitled to designate any member of the Board of Managers or who otherwise has a representative of such Member or its Affiliates serving on the Board of Managers pursuant to Section 5.3 or otherwise (any such Member, a “Counterparty”) that (a) no Counterparty has made any representation or warranty, express or implied, regarding the Company or its Subsidiaries and any such purported representations or warranties are expressly disclaimed and waived; and (b) a Counterparty may have, or may come into possession of, information with respect to the Membership Interests, the Company or its Subsidiaries that may constitute material non-public information or information that is not known to‌ other Members and that may be material to a decision to the purchase or sale of Membership Interests by or with such Counterparty (“Counterparty Excluded Information”). In connection with any such purchase or sale of Membership Interests by or with such Counterparty, such Counterparty may, in his, her or its sole discretion, require the applicable Member purchasing or selling Membership Interests, including any Selling ROFO Member or Tag-Along Rightholder to enter into a confidentiality agreement in form and substance satisfactory to the Company (but shall not include any cleansing provision or similar provision), pursuant to which the Counterparty shall disclose to such Member, including any such Selling ROFO Member or Tag-Along Rightholder, all Counterparty Excluded Information in such Counterparty’s possession. Within three (3) Business Days of receiving such Counterparty Excluded Information, the applicable Member, including any applicable Selling ROFO Member or Tag-Along Rightholder, may revoke its purchase or sale, including its Offer Notice, Tag-Along Notice, and Acceptance Notice, as applicable. Each Member irrevocably and unconditionally waives and releases the Counterparty and its Affiliates from any and all claims (whether for Damages, rescission or any other relief), that it might have against the Counterparty or its Affiliates, whether under applicable securities laws or otherwise, with respect to any Counterparty Excluded Information in connection with such purchase or sale, and each Member has agreed not to solicit or encourage, directly or indirectly, any other person to assert any such claim. Each Member further confirms that it understands the significance of the fo...
Sample 1
Transfers among Members. If a Member (the “Transferring Member”) desires to sell all or any portion of his or its Units (the “Offered Units”) to another Member, such Member shall first deliver notice to all of the other Members (the “Non- Transferring Member”) setting forth the proposed price and terms and conditions of the sale. If more than one Non-Transferring Member is interested in purchasing the Offered Units, then each such Non-Transferring Member will have the right to purchase his or its pro rata portion of the Offered Units (in accordance his or its relative ownership interest). If no Non-Transferring Member is interested in purchasing the Offered Units, the Transferring Member may not transfer his or its Units except as provided elsewhere in this Article IX.
Sample 1

Related to Transfers among Members

  • Transfers of Membership Interests (a) A Member may not transfer, assign, sell, pledge, hypothecate or otherwise dispose of any of the attributes of his, her or its Membership Interest (collectively, a “Transfer”), in whole or in part, to any Person without the prior written consent of the Board of Managers, which consent the Board of Managers may withhold in its sole discretion, and any attempted Transfer of a Membership Interest shall be null and void ab initio unless effected in accordance with this Article XI.

  • Transfers of Partnership Interests Except as the Partners may otherwise agree from time to time, a Partner may not Transfer all or any part of its Partnership Interest without the Consent of each other Partner, which Consent may be withheld in the sole discretion of each such other Partner.

  • Transfers of Limited Partnership Interests 9.1 Restrictions on Transfer of Limited Partnership Interests.

  • Transfers, etc (a) The Company will maintain a register containing the name and address of the Registered Holder of this Warrant. The Registered Holder may change its or his address as shown on the warrant register by written notice to the Company requesting such change.

  • Transfers by Members No holder of Units shall Transfer any interest in any Units, except Transfers (a) pursuant to and in accordance with Sections 10.02 and 10.09 or (b) approved in advance and in writing by the Manager, in the case of Transfers by any Member other than the Manager, or (c) in the case of Transfers by the Manager, to any Person who succeeds to the Manager in accordance with Section 6.04. Notwithstanding the foregoing, “Transfer” shall not include (i) an event that terminates the existence of a Member for income tax purposes (including, without limitation, a change in entity classification of a Member under Treasury Regulations Section 301.7701-3, a sale of assets by, or liquidation of, a Member pursuant to an election under Code Sections 336 or 338, or merger, severance, or allocation within a trust or among sub-trusts of a trust that is a Member), but that does not terminate the existence of such Member under applicable state Law (or, in the case of a trust that is a Member, does not terminate the trusteeship of the fiduciaries under such trust with respect to all the Units of such trust that is a Member) or (ii) any indirect Transfer of Units held by the Manager by virtue of any Transfer of Equity Securities in the Corporation.

  • Transfers of Units (a) Except as otherwise agreed to in writing between the Managing Member and the applicable Member and reflected in the books and records of the Company or as otherwise provided in this Article IX, no holder of Units may sell, transfer, assign, pledge, encumber, distribute, contribute or otherwise dispose of (whether directly or indirectly (including, for the avoidance of doubt, by Transfer or issuance of any Capital Stock of any Member that is not a natural person), whether with or without consideration and whether voluntarily or involuntarily or by operation of law) any interest (legal or beneficial) in any Units (a “Transfer”), except Exchanges pursuant to and in accordance with Article XII or Transfers pursuant to and in accordance with Section 9.1(b).

  • Transfer of Membership Interests (a) The Member may transfer its Membership Interest, in whole but not in part, but the transferee shall not be admitted as a Member except in accordance with Section 6.07. Until the transferee is admitted as a Member, the Member shall continue to be the sole member of the Company (subject to Section 1.02) and to be entitled to exercise any rights or powers of a Member of the Company with respect to the Membership Interest transferred.

  • Transfer of Membership Interest The Sole Member may Transfer any part or all of its rights and interest (including, but not limited to, its Capital Account) in the Company (each a “Membership Interest”) now owned or hereafter acquired to any Person, and the transferee of such Membership Interest shall become a Member of the Company.

  • Limited Partner Transfers (a) Except as provided in clauses (b), (c), (d) and (f) of this Section 8.03, no Limited Partner or Assignee thereof may Transfer (including by exchanging in an Exchange Transaction) all or any portion of its Units or other interest in the Partnership (or beneficial interest therein) without the prior consent of the General Partner, which consent may be given or withheld, or made subject to such conditions (including, without limitation, the receipt of such legal opinions and other documents that the General Partner may require) as are determined by the General Partner, in each case in the General Partner’s sole discretion. Any such determination in the General Partner’s discretion in respect of Units shall be final and binding. Such determinations need not be uniform and may be made selectively among Limited Partners, whether or not such Limited Partners are similarly situated, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. Any purported Transfer of Units that is not in accordance with, or subsequently violates, this Agreement shall be, to the fullest extent permitted by law, null and void.

  • New Members No person may be admitted as a member of the Company without the approval of the Member.

Time is Money Join Law Insider Premium to draft better contracts faster.