Transfers of Membership Interests to Affiliates. Any Member shall have the right, without the consent of the other Members, to transfer ownership of all (but not part) of its Membership Interest to its own direct or indirect wholly-owned subsidiary (a "Wholly-Owned Subsidiary Transferee"). In the event of any such transfer, the Wholly-Owned Subsidiary Transferee shall be entitled to the rights and privileges set forth in this Operating Agreement and shall be bound and obligated by the provisions hereof and thereof and shall, by a binding written instrument which shall be enforceable by the Company and the other Members, assume all obligations and liabilities hereunder of the transferring Member.
Appears in 2 contracts
Samples: Operating Agreement (E Sync Networks Inc), Contribution Agreement (E Sync Networks Inc)
Transfers of Membership Interests to Affiliates. Any Member shall have the right, without the consent of the other Members, to transfer ownership of all (but not part) of its Membership Interest to its own a direct or indirect wholly-owned subsidiary of itself or its Parent Entity (a "Wholly-Owned Subsidiary Transferee"). In the event of any such transfer, the Wholly-Owned Subsidiary Transferee shall be entitled to the rights and privileges set forth in this Operating Agreement and shall be bound and obligated by the provisions hereof and thereof and shall, by a binding written instrument which shall be enforceable by the Company and the other Members, assume all obligations and liabilities hereunder of the transferring Member.
Appears in 2 contracts
Samples: Operating Agreement (Cotelligent Inc), Operating Agreement (Cotelligent Inc)
Transfers of Membership Interests to Affiliates. Any Member shall have the right, without the consent of the other Members, to transfer ownership of all (but not part) of its Membership Interest to its own a direct or indirect wholly-owned subsidiary of itself or the Parent Entity (a "βWholly-Owned Subsidiary Transferee"β). In the event of any such transfer, the Wholly-Owned Subsidiary Transferee shall be entitled to the rights and privileges set forth in this Operating Agreement and shall be bound and obligated by the provisions hereof and thereof and shall, by a binding written instrument which shall be enforceable by the Company and the other Members, assume all obligations and liabilities hereunder of the transferring Member.
Appears in 1 contract