Transfers of Membership Interests. 8.1. A Member may withdraw from the Company at any time by giving Notice of withdrawal to the Manager at least 180 calendar days before the effective date of withdrawal. Withdrawal will not release a Member from any obligations and liabilities under this Agreement accrued or incurred before the effective date of withdrawal. A withdrawing Member will divest the Member’s entire Membership Interest before the effective date of withdrawal in accordance with and subject to the provisions of this Article VIII.
8.2. Except as expressly provided in this Agreement, a Member will not Transfer any part of the Member’s Membership Interest in the Company, whether now owned or later acquired, unless: (a) the other Members unanimously approve the transferee’s admission to the Company as a Member on that Transfer; and (b) the Membership Interest to be Transferred, when added to the total of all other Membership Interests Transferred in the preceding 12 months, will not cause the termination of the Company under the Code. No Member may Encumber or permit or suffer any Encumbrance of all or any part of the Member’s Membership Interest in the Company unless the Encumbrance has been approved in writing by the Manager. Approval may be granted or withheld in the Manager’s sole discretion. Any Transfer or Encumbrance of a Membership Interest without that approval will be void. Notwithstanding any other provision of this Agreement to the contrary, a Member who is a natural person may Transfer all or any portion of his or her Membership Interest to any revocable trust created for the benefit of the Member, or any combination between or among the Member, the Member’s spouse, and the Member’s issue, provided that the Member retains a beneficial interest in the trust and all of the Voting Interest included in the Membership Interest. A Transfer of a Member’s beneficial interest in the trust, or failure to retain the Voting Interest, will be deemed a Transfer of a Membership Interest.
8.3. If a Member wishes to Transfer any or all of the Member’s Membership Interest in the Company under a Bona Fide Offer (as defined below), the Member will give Notice to the Manager at least 30 days in advance of the proposed sale or Transfer, indicating the terms of the Bona Fide Offer and the identity of the offeror. The Company and the other Members will have the option to purchase the Membership Interest proposed to be transferred at the price and on the terms provided in this Agreement. If the pr...
Transfers of Membership Interests. All items of Profit and Loss allocable to any Company interest that may have been transferred or otherwise disposed of shall be allocated between the transferor and the transferee based on an interim closing of the books, as determined in good faith with Board Approval; provided, however, that this allocation must be made in accordance with a method permissible under Section 706 of the Code and the Regulations thereunder.
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.
(b) Notwithstanding Section 11.2(a), the Board of Managers will not unreasonably withhold its consent to the Transfer of a Member’s Membership Interest to a family member, trust, or other similar Person or entity for estate planning purposes.
Transfers of Membership Interests. The Member may sell, assign or otherwise transfer all or any portion of the Member’s Membership Interest at any time to any Person.
Transfers of Membership Interests. Except as set forth in this Article 9 or elsewhere in this Agreement, no Investor may Transfer all or any part of such Investor’s Shares; provided, however, that an Investor may, with the prior written consent of the Manager, which consent may be withheld or denied for any reason, and upon compliance with this Article 9, Transfer all or a portion of such Investor’s Shares. In the case of any attempted or purported Transfer of a Share not in compliance with this Agreement, the transferring Investor may be designated as a “Defaulting Member”. Notwithstanding the foregoing, unless agreed to by the Manager in writing, no Investor may enter into, create, sell or Transfer any financial instrument or contract the value of which is determined in whole or in part by reference to the Fund (including the amount of Fund distributions, the value of the Fund Assets, or the results of Fund operations), within the meaning of Section 1.7704-1(a)(2)(i)(B) of the Regulations.
Transfers of Membership Interests. 6.1. No Member may, whether directly or indirectly, sell, assign or exchange (“Transfer”) all or any part of its Membership Interests to any person or entity without first obtaining the written consent of the other Member(s). Notwithstanding anything contained herein to the contrary, any of the restrictions contained in this Section shall continue to be applicable to the Membership Interests after any Transfer and provided further that the transferees of such Membership Interests shall have agreed in writing to be bound by the provisions of this Agreement affecting the Membership Interests so transferred.
Transfers of Membership Interests. The Member, in the Member’s sole discretion, may transfer (whether by sale, gift or otherwise) all or any part of the Member’s membership rights, including financial rights and/or governance rights, to any person at any time. The Member may make any such transfer under any terms and conditions which the Member deems appropriate.
Transfers of Membership Interests. (a) Upon the transfer of a Member's entire membership interest, the Capital Account of such Member shall carry over to the transferee.
(b) Upon the transfer of a portion of a Member's membership interest, the portion of such Member's Capital Account attributable to the transferred portion shall carry over to the transferee. ARTICLE III
Transfers of Membership Interests. Section 6.1
Transfers of Membership Interests. Except as otherwise provided herein, no Member may Transfer all, or any portion of, or any interest or rights in, a Membership Interest unless (i) the Managing Member consents in writing to such transfer, which consent shall be granted in the reasonable discretion of the Managing Member, and (ii) such Transfer satisfies all requirements of applicable securities and other laws, which among other things, may, at the Managing Member’s discretion, require the Member to provide the Company with an opinion of legal counsel. Notwithstanding the foregoing, the Assignee shall only be deemed the holder of an Economic Interest, unless admitted as a Substituted Member pursuant to Section 6.1(b) below. The attempted Transfer of any portion or all of a Membership Interest in violation of the prohibition contained in this Section shall be deemed invalid, null and void, and of no force or effect, except to the extent any Transfer is mandated by applicable law and then only to the extent necessary to give effect to such Transfer.
