Transfers by the RTI Member. Notwithstanding anything to the contrary contained in this Agreement, the RTI Member shall be entitled without the consent or approval of the Manager or any other Member to Dispose of all or any part of its Membership Interest, whether to any of its Affiliates or otherwise. Specifically, and without limitation to the foregoing, Manager and any other Member agrees that the RTI Member may sell its assets to a third party; may offer its securities privately or publicly; may merge, spin off, acquire other corporations or be acquired by another corporation; may undertake a refinancing, recapitalization, leveraged buyout or other economic or financial restructuring; and with regard to any or all of the above sales, assignments and dispositions, Manager and all Members expressly and specifically waive any claims, demands, or damages against the RTI Member arising from any such transaction. Nothing contained in this Agreement shall require the RTI Member to offer any services or products to the Company either prior or subsequent to any assignment of its rights in this Agreement.
Appears in 4 contracts
Samples: Participation and Operating Agreement (Ruby Tuesday of Bryant, Inc.), Participation and Operating Agreement (Ruby Tuesday of Bryant, Inc.), Participation and Operating Agreement (Ruby Tuesday of Bryant, Inc.)
