Transfers By Initial Member Sample Clauses

Transfers By Initial Member. Notwithstanding anything to the contrary contained in this Agreement, except as provided by applicable Law, there shall be no restriction on the Initial Member’s ability to Dispose of the LLC Interest held by it, directly or indirectly, to any Person and the Private Owner shall have no right to purchase or right-of-first-refusal in connection with any such sale; provided, that, the Initial Member may not assign the consent and voting rights associated with its LLC Interest in the Company to more than one Person (for the avoidance of doubt, except as expressly provided above, the foregoing restriction shall not otherwise limit the Initial Member’s right to Dispose of any interest associated with its LLC Interest in the Company) and provided, further, that in the event the Initial Member determines to sell the LLC Interest held by it through an auction process, the Private Owner shall be entitled to participate in such auction on the same terms that apply generally to other participants in the auction. At the election of the Person then constituting the “Initial Member” under this Agreement, the transferee in any direct Disposition of any portion of the LLC Interest of the Initial Member shall, upon delivery to the Company, with a copy to the Private Owner, of an agreement by which such transferee shall agree to become a party to and be bound by this Agreement as the “Initial Member,” be admitted as a member of the Company and be deemed to be a party to this Agreement as the “Initial Member”, and thereupon, subject to last sentence of Section 13.8, the transferor Member shall cease to be a member of the Company (and accordingly, except as expressly otherwise provided in last sentence of Section 13.8, shall cease to be responsible for the payment or performance of any of the obligations or liabilities under this Agreement of the Initial Member).
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Related to Transfers By Initial Member

  • Initial Members The initial Members of the LLC, their initial capital contributions, and their percentage interest in the LLC are as follows: Members Percentage Interest in LLC Capital Contribution (If any)

  • 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.

  • Transfers and Vacancies In the event an employee does not bid, but is selected to be transferred, he may accept or reject the transfer. If he accepts, his seniority is treated in the same manner as though he had bid. If he rejects the transfer, he shall not be restricted from future bids under similar conditions. In the event that an employee is moved to another Department by reason of a departmental merger or consolidation of work, this shall not be considered a transfer, and the seniority rights of the individual involved shall then be determined by negotiation between the Company and the Local Union.

  • Transfers of Notes In the event that the holder of any Note (including any Lender) shall transfer such Note, it shall immediately advise Administrative Agent and Company of such transfer, and Administrative Agent and Company shall be entitled conclusively to assume that no transfer of any Note has been made by any holder (including any Lender) unless and until Administrative Agent and Company shall have received written notice to the contrary. Except as otherwise provided in this Agreement or as otherwise expressly agreed in writing by all of the other parties hereto, no Lender shall, by reason of the transfer of a Note or otherwise, be relieved of any of its obligations hereunder and any such transfer shall be in accordance with the terms hereof and the other Loan Documents. Each transferee of any Note shall take such Note subject to the provisions of this Agreement and to any request made, waiver or consent given or other action taken hereunder, prior to the receipt by Administrative Agent and Company of written notice of such transfer, by each previous holder of such Note, and, except as expressly otherwise provided in such transfer, Administrative Agent and Company shall be entitled conclusively to assume that the transferee named in such notice shall hereafter be vested with all rights and powers under this Agreement with respect to the Pro Rata Share of the Loans of the Lender named as the payee of the Note which is the subject of such transfer.

  • Admission of Members Other persons may be admitted as Members from time to time pursuant to the provisions of this Agreement.

  • Admission of New Members The Company may admit new Members (or transferees of any interests of existing Members) into the Company by the unanimous vote or consent of the Members. As a condition to the admission of a new Member, such Member shall execute and acknowledge such instruments, in form and substance satisfactory to the Company, as the Company may deem necessary or desirable to effectuate such admission and to confirm the agreement of such Member to be bound by all of the terms, covenants and conditions of this Agreement, as the same may have been amended. Such new Member shall pay all reasonable expenses in connection with such admission, including without limitation, reasonable attorneys’ fees and the cost of the preparation, filing or publication of any amendment to this Agreement or the Articles of Organization, which the Company may deem necessary or desirable in connection with such admission. No new Member shall be entitled to any retroactive allocation of income, losses, or expense deductions of the Company. The Company may make pro rata allocations of income, losses or expense deductions to a new Member for that portion of the tax year in which the Member was admitted in accordance with Section 706(d) of the Internal Revenue Code and regulations thereunder. In no event shall a new Member be admitted to the Company if such admission would be in violation of applicable Federal or State securities laws or would adversely affect the treatment of the Company as a partnership for income tax purposes. (Check if Applicable)

  • Admission of Additional Members One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

  • Transfer of Funds From such funds as may be available for the purpose in the relevant Fund Custody Account, and upon receipt of Proper Instructions specifying that the funds are required to redeem Shares of the Fund, the Custodian shall wire each amount specified in such Proper Instructions to or through such bank or broker-dealer as the Trust may designate.

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