Assignment of Membership Interests Sample Clauses
The Assignment of Membership Interests clause governs how a member of a company, typically an LLC, can transfer their ownership stake to another party. It usually outlines the conditions under which assignments are permitted, such as requiring approval from other members or compliance with certain procedures, and may specify restrictions on transfers to outside parties. This clause ensures that control over membership changes is maintained, protecting the interests of existing members and preventing unwanted or unauthorized transfers.
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Assignment of Membership Interests. FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, as a liquidating distribution to its limited partner, SubREIT Investor Boston General Partnership, a Maryland general partnership (“Assignor”), does hereby, this 30th day of December, 2014, as a liquidating distribution to its limited partner, assign, transfer and convey to CBL & Associates Limited Partnership, a Delaware limited partnership (“Assignee”), the membership interests (the “Interests”) described on Schedule A attached hereto and made a part hereof, standing in the name of the Assignor on the books of Mid Rivers Land LLC, a Delaware limited liability company (the “Company”), together with any and all right, title and interest in any property, both real and personal, to which the Interests relate and any other rights, privileges and benefits appertaining thereto. This Assignment is made subject to all of the terms and conditions of the Amended and Restated Limited Liability Agreement of Mid Rivers Land LLC dated October 16, 2007, and any amendments thereto (the “LLC Agreement”), and Assignee, by execution of this Assignment, agrees to abide by and be bound by all of the terms and conditions of the LLC Agreement, as now in effect or hereafter amended, in the place and stead of Assignor. Assignor represents and warrants to Assignee and to the other Members of the Company as follows:
Assignment of Membership Interests. The Assignment of Membership Interests representing legal and beneficial ownership of one hundred percent (100%) of all the outstanding membership interests of the Company, free and clear of all security interests, liens, pledges, charging orders, encumbrances, or other claims in substantially the form attached hereto as Exhibit F.
Assignment of Membership Interests. Certificates representing the Acquired Interests, duly endorsed for transfer to Purchaser or accompanied by one or more membership interest powers duly endorsed for transfer to Purchaser shall have been delivered to Purchaser contemporaneously with Closing.
Assignment of Membership Interests. A Member may assign his or her membership interest in the Company in whole or in part. The assignment of a membership interest does not in and of itself entitle the assignee to become a Member. The assignee is only entitled to receive, to the extent assigned, the distributions the assigning Member would otherwise be entitled to, and the assignee will only become an assignee of a membership interest and not a substitute Member.
Assignment of Membership Interests. The Seller shall execute and deliver to the Buyer an Assignment of Membership Interests, substantially in the form attached hereto as Exhibit B.
Assignment of Membership Interests. Each Contributor shall have executed and delivered to Acquirer an Assignment and Assumption Agreement, in substantially the form of Exhibit A attached hereto (the “Assignment and Assumption Agreement”).
Assignment of Membership Interests. The Assignment of Membership Interests shall have been fully executed and delivered to Purchaser.
Assignment of Membership Interests. The Member may assign all or any portion of such Member’s interest in the Company at any time. Upon any such assignment, the assignee shall succeed to the rights and obligations of the Member in respect of its interests in the Company so transferred and (a) upon the assignment of 100% of the outstanding interest in the Company held by a single member to one or more assignees, each such assignee shall become a member of the Company; (b) upon any other assignment of an interest in the Company, such assignee shall become a member in the Company upon the consent of all members other than the assigning member or, if the assigning member shall be the sole member immediately prior to such assignment, upon the consent of such assigning member. Notwithstanding anything to the contrary contained herein, no such transfer of a Member’s interest in the Company shall operate to dissolve the Company.
Assignment of Membership Interests. 1Restrictions on Transfer. No Member shall be permitted to sell, assign, transfer, exchange, mortgage, pledge, grant, hypothecate or otherwise dispose of such Member's Membership Interest, other than to another Member, a descendant of a Member, a trust for the benefit of one or more of a Member or a descendant of a Member or, if the Member is a Trust, to the beneficiary of such Trust, except with the written consent of a Majority in Interest of all of the other Class A Members. Any attempted disposition of a Member's Membership Interest, or any portion thereof, in violation of the preceding sentence is null and void ab initio and the Company shall not be obligated to recognize any such attempted disposition.
Assignment of Membership Interests. Assignor has transferred, assigned, conveyed, and delivered, and by these presents does transfer, assign, convey, and deliver, to Assignee, the Assigned Membership Interests. TO HAVE AND TO HOLD, the Assigned Membership Interests, together with all and singular the rights and appurtenances thereto in anywise belonging unto Assignee, and its successors and assigns, forever.