Membership Interests definition
Examples of Membership Interests in a sentence
No Member may Transfer any Membership Interests unless (a) such Transfer is permitted under Section 3.6 or (b) such Transfer is in accordance with Section 3.8. Any purported Transfer in contravention of this Section 3.5 shall be null and void ab initio, and the Company shall not recognize any such Transfer.
No Transfer of any Membership Interests shall effect a release of the Member making such Transfer (or its applicable Affiliates) from any liabilities or obligations to the Company or the other Members that accrued prior to such Transfer.
So long as a Member continues to hold any Membership Interests, such Member shall not have the ability to withdraw or resign as a Member prior to the dissolution and winding up of the Company, and any such withdrawal or resignation or attempted withdrawal or resignation by a Member prior to the dissolution or winding up of the Company shall be null and void.
Upon becoming a Substituted Member, (i) such Substituted Member shall have all of the powers, rights, privileges, duties, obligations, and liabilities of a Member, as provided in this Agreement and by Laws, and (ii) the Member who Transferred the Membership Interests shall cease to be a Member in respect of the Membership Interests so Transferred.
In the event of a Transfer of Membership Interests made in accordance with this Agreement, the Capital Account of the Member undertaking such Transfer that is attributable to the Transferred Membership Interests shall carry over to the Transferee in accordance with the provisions of Treasury Regulations Section 1.704-1(b)(2)(iv)(l).