Transfers of Company Interests Sample Clauses

Transfers of Company Interests. No Member may sell, assign, transfer, pledge or otherwise encumber such Member's Membership Interest in the Company without the unanimous consent of the remaining Members.
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Transfers of Company Interests. Transfers of Membership Interests shall be governed by the Agreement. A Member transferring its Membership Interest, or any part thereof, shall notify the TMP in writing within two weeks of such transfer.
Transfers of Company Interests. 9.1 Prohibition on Transfer Except as otherwise provided in this Article IX, no Member shall give, assign, pledge, hypothecate, encumber, exchange, or otherwise transfer any or all of its Percentage Interest in Company unless Manager in its sole and absolute discretion consents to such transfer. Any purported transfer not expressly permitted by and in compliance with the provisions of this Article IX will be void and of no force or effect. The Members understand and agree that the restrictions of transfer of interest in Company contained in this Article IX are fair and reasonable.
Transfers of Company Interests. Except as otherwise consented to in writing by the other Member (which consent may be granted or withheld in the sole and absolute discretion of any Member), no Member may sell, transfer or otherwise dispose of (collectively a "Transfer") all or any portion of its Company Interest. In addition to such consent, no Member may make such a Transfer unless (i) such a Transfer is pursuant to a written agreement pursuant to which the transferee agrees to be bound by all of the terms of this Agreement as if it were originally a party to this Agreement, (ii) such a Transfer does not cause a termination of the Company for Federal income tax purposes and (iii) such a Transfer complies with applicable Federal and state securities laws.
Transfers of Company Interests. No Member may sell, assign, pledge or otherwise transfer or encumber (collectively "transfer") all or any part of its Interest in the Company, and no transferee of all or any part of the Interest of a Member shall be admitted as a substitute Member, without having obtained the prior written consent of at least Two-Thirds in Interest of the non-transferring Members, or in the event that there are less than three members, the consent of the non-transferring Member. In no event shall a transfer of a Member's Interest include an assignment or transfer of the right to participate in the management and affairs of the Company or to become or exercise any rights of a Member. Until the assignee of a Member's Interest becomes a Member upon the consent of Members as described above, the assignor continues to be a Member and have all the powers attendant to membership provided herein. The Members shall amend Schedule I hereto from time to time to reflect transfers made in accordance herewith. Any purported transfer in violation of this Section shall be null and void and shall not be recognized by the Company.
Transfers of Company Interests. The Company shall comply with all US withholding tax requirements and require all partners transferring interests in the Company to comply with all requirements under Section 1446(f) of the Code.
Transfers of Company Interests. If during any taxable year of the Company there is a change in any Member's interest in the Company, then each Member's distributive share of each item of Company income, gain, loss and deduction shall be determined for federal income tax purposes as if the taxable year of the Company closed on the date of such change. For purposes of this Section 3.7.4, a transfer of an interest in the Company made during the first fifteen (15) days of any calendar month will be deemed to have been effected at the opening of month, and a transfer made after the fifteenth day of any calendar month will be deemed to have been effected at the opening of the following month.
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Transfers of Company Interests 

Related to Transfers of Company Interests

  • 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 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.

  • Transfers of Interests The Transferee of any Interests shall be admitted to the LLC as a substitute member of the LLC on the effective date of such Transfer upon (i) such Transferee’s written acceptance of the terms and provisions of this Agreement and its written assumption of the obligations hereunder of the Transferor of such Interests, and (ii) the recording of the Transfer of Interests and the Transferee’s name as a substitute member on the books and records of the LLC. Any Transfer of any Interests pursuant to this Section 7.1 shall be effective as of the registration of the Transfer of Interests in the books and records of the LLC and a Transferor of all of its Interest shall not cease to be a member of the LLC until the Transferee is admitted to the LLC as a member of the LLC.

  • Assignment of Membership Interests The Assignment of Membership Interests shall have been fully executed and delivered to Purchaser.

  • 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.

  • Ownership of Membership Interests The Member shall own all of the membership interests in the Company and the Member shall have a 100% distributive share of the Company’s profits, losses and cash flow.

  • Transfer of Partnership Interests The foregoing power of attorney shall survive the delivery of an instrument of transfer by any Partner of the whole or any portion of or interest in its Partnership Interest, except that (i) where a Partner becomes a Former Partner, or (ii) where a Transferee of such Partnership Interest has been approved as a successor Partner and the Transferor shall thereupon cease being a Partner (all in accordance with this Agreement), then the power of attorney of the Former Partner or the Transferor Partner, as the case may be, shall survive the cessation of Partner status or the delivery of such instrument of transfer, as the case may be, for the sole purpose of enabling the attorneys-in-fact for such Former Partner or the Transferor Partner (or any of them) to execute, swear to, acknowledge and file any and all instruments necessary to effectuate or reflect such cessation, transfer and succession.

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