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.
Transfers of Interests. (a) The Member may sell, transfer, assign, exchange, mortgage, pledge, grant a security interest in, or otherwise dispose of or encumber all or any part of its interest in the Company (including, without limitation, the right to receive distributions and allocations of profits and losses) as it may determine in its sole discretion.
(b) In the event of any transfer of all or any part of an interest in the Company in accordance with Section 13(a), the transferee shall be deemed, and shall be admitted as, a substitute Member upon the transferee’s execution and delivery to the Company of a counterpart of this Agreement, evidencing the transferee’s agreement to be bound by all of the terms and conditions of this Agreement. Any such transferee may be admitted to the Company as a Member and may receive interest in the Company without making a contribution or being obligated to make a contribution to the Company.
Transfers of Interests. (a) Upon the transfer of a Member’s entire Interest in the Company, the Capital Account of such Member shall carry over to the transferee.
(b) Upon the transfer of a portion of a Member’s Interest in the Company, the portion of such Member’s Capital Account attributable to the transferred portion shall carry over to the transferee. In the event that the document effecting such transfer specifies the portion of such Member’s Capital Account to be transferred, such portion shall be deemed to be the portion attributable to the transferred portion of such Member’s Interest for purposes of this Section 2.04(b).
Transfers of Interests. (a) Any transfer of interest in the property and the joint venture agreement will be subject to a right of first offer of the other participant substantially in the form set forth in the Option Agreement under the heading “Right of First Offer”. Such a transfer cannot be made without the consent of the other party, which consent cannot be unreasonably withheld, and is subject to the transferee agreeing to be bound by the terms of the Joint Venture Agreement.
(b) No encumbrances of any interest will be permitted except for financing of development and then subject to the joint venture agreement.
Transfers of Interests. Notwithstanding anything to the contrary herein, Transfers of Common Units may only be made by Limited Partners (x) in accordance with the other provisions of this Article VIII (including, without limitation, the vesting provisions in Section 8.4, except as expressly set forth in this Section 8.1(a) in respect of Transfers by Original Related Trusts), and (y) subject to Section 2.13(g). During the Restricted Period, subject to Section 8.1(b), no Limited Partner shall be permitted to Transfer Common Units unless, immediately following such Transfer, the relevant Individual Limited Partner continues to hold a number of Common Units (other than Class P Common Units) no less than 10% of such Common Units of such Partner that have vested on or before the date of such Transfer, without regard to dispositions, or such greater percentage determined by the General Partner in its sole discretion (such requirements, the “Minimum Retained Ownership Requirements”). A Limited Partner may not Transfer all or any of such Partner’s Units without the prior written approval of the General Partner, which approval may be granted or withheld, with or without reason, in the General Partner’s sole and absolute discretion; provided, however, that, without the prior written approval of the General Partner, (i) an Original Related Trust may Transfer its Interest (including any unvested Units) in accordance with its Related Trust Supplementary Agreement to the relevant Subsequent Related Trust (provided, however, that such Subsequent Related Trust remains subject to the same vesting requirements in accordance with Section 8.4 as the transferring Original Related Trust had been before its Withdrawal), (ii) the Related Trust of any Individual Limited Partner may, at any time, subject to Section 2.13(g), Transfer such Related Trust’s Common Units (including any unvested Units) to such Individual Limited Partner as authorized by the terms of the relevant trust agreement (provided, however, that such Individual Limited Partner remains subject to the same vesting requirements in accordance with Section 8.4 as the transferring Related Trust had been before the Transfer), and (iii) any Limited Partner may, at any time, subject to the Minimum Retained Ownership Requirements and Section 2.13(g), and provided further that the relevant Units have vested in accordance with Section 8.4 (other than in the case of any unvested Tag-Along Securities or unvested Drag-Along Securities) or become eligibl...
Transfers of Interests. (a) A Limited Partner may not transfer, assign, sell, pledge, hypothecate or otherwise dispose of any of the attributes of his, her or its Interest (collectively, a “Transfer”), in whole or in part, to any Person without the prior written consent of the Board of Directors, which consent the Board of Directors may withhold in its sole discretion, and any attempted Transfer of Interest shall be null and void ab initio unless effected in accordance with this Article XI.
(b) Notwithstanding Section 11.3(a) hereof, the Board of Directors will not unreasonably withhold its consent to the Transfer of a Limited Partner’s Interest to a family member, trust, or other similar Person or entity for estate planning purposes.
Transfers of Interests. ARTICLE VIII Transfers of Interests ----------------------
8.1 Transfer of a Member's Membership Interest. -----------------------------------------------
(a) Except as set forth in the first sentence of Section 8.2, no Member may sell, assign, give, pledge, hypothecate, encumber or otherwise transfer, including, without limitation, any assignment or transfer by operation of law or by order of court, such Member's Membership Interest in the Company, without first complying with the provisions of Section 8.1(b). Any attempted sale, transfer, assignment, pledge or other disposition in contravention of the provisions of this section shall be void and ineffectual and shall not bind, or be recognized, by the Company.
(b) Before any Membership Interest or any part thereof may be sold, assigned, gifted, pledged, hypothecated, encumbered or otherwise transferred, including transfer by operation of law or by order of court, the Member holding such Membership Interest proposing such sale or transfer (the "Transferor") shall first give written notice thereof to other Members at least sixty (60) days prior to the proposed date of transfer (the "Transfer Date") stating the proposed transferee, the Membership Interest proposed to be transferred, the purchase price, if any, and the terms of the proposed transaction. The Members receiving such notice (the "Purchasing Members") shall thereupon have the option, but not the obligation, to acquire all, but not less than all, of the Membership Interest proposed to be sold or transferred by the Transferor for the Purchase Price determined pursuant to Section 8.1(d) (the "Purchase Price"). Within thirty (30) days after the giving of such notice by the Transferor, each Purchasing Member shall give written notice ("Purchase Notice") to the Transferor stating whether or not the Purchasing Member elects to exercise the option to purchase and a date and time (the "Closing Date") for the consummation of the purchase not less than sixty (60) or more than ninety (90) days after the giving of the Purchase Notice. If two (2) or more Purchasing Members desire to purchase the Membership Interest proposed to be sold or transferred, then, in the absence of an agreement between or among them, each such Purchasing Member shall purchase the Membership Interest proposed to be sold or transferred in the proportion that its Membership Interest bears to the total Membership Interests of all the Purchasing Members who desire to so purchase. Failure b...
Transfers of Interests. The Primary Servicer shall have the right to consent to any transfers of an interest of a Borrower to the extent such transfer is allowed under the terms of the related Mortgage Loan, including any consent to transfer to any subsidiary or Affiliate of the Borrower, to a Person acquiring less than a majority interest in the Borrower or to an entity of which the Borrower is the controlling beneficial owner. In no event shall the Primary Servicer approve any request for approval of a Borrower interest unless such approval is consistent with the Servicing Standard and the additional conditions set forth in subsection (h) are satisfied. Following the consummation of any such approval, the Primary Servicer shall comply with the processing and notice provisions of subsection (i).
Transfers of Interests. Section 7.01 Transfers Generally Prohibited 27 Section 7.02 Permitted Transfers 27 Section 7.03 Admission as a Partner upon Transfer 28 Section 7.04 Transfer of Units, Non-Participating Units and Capital with the Transfer of an Interest 28 Section 7.05 Encumbrances 28 Section 7.06 Legend 29 Section 7.07 Effect of Transfer Not in Compliance with this Article 29
Transfers of Interests. (a) No Member shall have the right to sell, assign, pledge, transfer or otherwise dispose of all or any part of its interest in the Company without the unanimous approval of all Members, and any purported sale, assignment, transfer or other disposition of all or any part of an interest in the Company in contravention hereof shall be null and void and of no force and effect.
(b) No transferee of all or any portion of any Member’s interest in the Company shall be admitted as a substitute or additional member of the Company unless (i) such transfer is in full compliance with the provisions of this Agreement, (ii) such transfer has been approved in writing by each of the other Members (which approval may be withheld in their sole and absolute discretion) and (iii) such transferee shall have executed and delivered to the Company such instruments as the other Members reasonably deem necessary or desirable to effectuate the admission of such transferee as a member of the Company and to confirm the agreement of such transferee to be bound by all the terms, conditions and provisions of this Agreement.
