Common use of Disposition of Interests Clause in Contracts

Disposition of Interests. (a) No interest in the Company of any Member (a "Membership Interest") may be disposed of, in whole or in part, without the prior written consent of all the Members, which consent may be granted or withheld by each such member in its sole and absolute discretion. (b) The person to which a Member's Membership Interest is sold, assigned, transferred or exchanged shall have no right to be admitted as a Member of the Company unless (i) the Membership Interest is sold, assigned, transferred or exchanged by a Member who was properly admitted as such pursuant to the terms hereof, (ii) each Member effecting the sale, assignment, transfer or exchange and the person to whom the Membership Interest is sold, assigned, transferred or exchanged executes and delivers a document to the other Members containing a representation and warranty by each Member effecting such sale, assignment, transfer or exchange and the person to which such Membership Interest is sold, assigned, transferred or exchanged to the effect that such sale, assignment, transfer or exchange was made in accordance with all laws and regulations, including securities laws, applicable to such Member or person, as appropriate and (iii) all of the requirements of Section 2.3(c) are satisfied with respect to such admission. (c) A person to whom a Membership Interest is sold, assigned, transferred or exchanged shall be admitted as a Member of the Company if (i) the existing Members consent (which consent may be granted or withheld by each such member in its sole and absolute discretion) to such admission, and (ii) the Company receives a document setting forth (A) the notice and payment address and facsimile number of the person to be admitted to the Company as a Member, (B) the written acceptance by such person of all the terms and provisions of this Agreement, (C) an agreement by such person to perform and discharge timely all of the obligations and liabilities in respect of the Membership Interest being obtained, (D) a power of attorney in the form of Section 8.1 hereof executed by such person and (E) the effective date of the sale, assignment, transfer or exchange.

Disposition of Interests. (a) No interest in Except as otherwise permitted by Section 4.3 and Article X, no Member shall, directly or indirectly, Dispose of all or any part of its Membership Interest (including any right to receive distributions from the Company Company) to any Person (including an Affiliate of any Member such Member) without first (a "Membership Interest"x) may be disposed of, in whole or in part, without obtaining the prior written consent of that number of the other Members who are not members or member organizations of a national securities exchange (unless such member has obtained the unconditional written consent, or a consent subject to such conditions as are acceptable to a majority of the Management Investors, of the applicable securities exchange) who hold Common Interests at least equal to the majority of Common Interests held by all Members other than the Members, Member proposing such Disposition (which consent may be granted given or withheld by each in such member in its other Members' sole judgment) and absolute discretion(y) complying with the provisions of Sections 3.3(b). (b) The person If, in connection with the Disposition of a Membership Interest, a Member purports to which a grant any Person (including an Affiliate of such Member's Membership Interest is sold, assigned, transferred or exchanged shall have no ) the right to be admitted as a Member of the Company unless Company, such Person shall have the right to be so admitted as a Member only if: (i) that number of the Membership Interest is soldother Members who are not members or member organizations of a national securities exchange (unless such member has obtained the unconditional written consent, assignedor a consent subject to such conditions as are acceptable to a majority of the Management Investors, transferred or exchanged by a Member of the applicable securities exchange) who was properly admitted as such pursuant hold Common Interests at least equal to the terms hereof, majority of Common Interests held by all Members other than the Member proposing such Disposition consent to such admission (which consent may be given or withheld in the sole judgment of such other Members) and (ii) each Member effecting the sale, assignment, transfer or exchange and the person to whom the Membership Interest is sold, assigned, transferred or exchanged executes and delivers a document to the other Members receive a document (A) executed by both the Member effecting such Disposition and the Person to which such Interest is Disposed, (B) including the notice and payment address and facsimile number of the Person to be admitted to the Company as a Member and the written acceptance by such Person of all the terms and provisions of this Agreement and agreement by such Person to perform and discharge timely all of the obligations and liabilities in respect of the interest being obtained, (C) setting forth the Common Interest, Preferred A Interests, Preferred B Interests and Capital Accounts of each of the Member effecting such Disposition and the Person to which such interest is Disposed after such Disposition, which together shall total the Common Interest, Preferred A Interest, Preferred B Interest and Capital Account, respectively, of the Member effecting such Disposition prior thereto, (D) containing a representation and warranty by each the Member effecting such sale, assignment, transfer or exchange Disposition and the person Person to which such Membership Interest interest is sold, assigned, transferred or exchanged Disposed to the effect that such sale, assignment, transfer or exchange Disposition was made in accordance with all laws and regulations, including securities laws, applicable to such Member or personPerson, as appropriate appropriate, (E) containing representations and warranties by the Person to which such interest is Disposed that are substantially equivalent to those contained in Section 3.2 hereof, and (iiiF) all of setting forth the requirements of Section 2.3(c) are satisfied with respect to such admissioneffective date thereof. (c) A person to whom a Membership Interest is soldAny attempted Disposition of an interest or right, assignedor any part thereof, transferred in or exchanged shall be admitted as a Member of the Company if (i) the existing Members consent (which consent may be granted or withheld by each such member in its sole and absolute discretion) to such admission, and (ii) the Company receives a document setting forth (A) the notice and payment address and facsimile number of the person to be admitted to the Company as a Member, (B) the written acceptance by such person of all the terms and provisions of this Agreement, (C) an agreement by such person to perform and discharge timely all of the obligations and liabilities in respect of the any Membership Interest being obtained(including any right to receive distributions from the Company) other than in accordance with this Section 3.3 shall be, and hereby is declared, null and void AB INITIO. (Dd) Notwithstanding any provision in this Agreement to the contrary, in no event shall any Member have the right or power to pledge or otherwise grant (or cause to be pledged or otherwise granted) a mortgage covering or a security interest in any other Member's Membership Interest or any portion thereof (and the Advisory Committee shall not have the right or power of attorney to pledge or otherwise grant (or cause to be pledged or otherwise granted) a mortgage covering or a security interest in the form of Section 8.1 hereof executed by such person and (E) the effective date of the sale, assignment, transfer any Member's Membership Interest or exchangeany portion thereof).

Disposition of Interests. 3.6.1 No Member shall, voluntarily or involuntarily, Dispose of all or any part of its Membership Interest in violation of the provisions of this Agreement. Any attempted Disposition of a Membership Interest, or any part thereof, in violation of this Section 3.6.1 or Article VI shall be, and hereby is declared, null and void ab initio. The Company or the Member as appropriate, shall have, in addition to any other legal or equitable remedies which they may have, the right to enforce the provisions of this Agreement by actions for specific performance (a) to the extent permitted by law). No interest Disposition of a Member’s Membership Interest, whether consented to or otherwise, shall result in the dissolution of the Company on account of any the Disposing Member (ceasing to be a "Membership Interest") may be disposed of, in whole or in part, without Member of the prior written consent of all the Members, which consent may be granted or withheld by each such member in its sole and absolute discretionCompany. (b) The person 3.6.2 Notwithstanding the provisions of Article VI but subject to Section 3.8, provided that the other requirements of this Agreement are complied with in connection with a proposed Disposition of Units by a Member, and provided that the Disposing Member purports to grant the Person to which a Member's Membership Interest is sold, assigned, transferred or exchanged shall have no the Units are Disposed the right to be admitted as a Member Member, such Person shall have the right to be so admitted hereunder, provided further that, except in the case of a Permitted Disposition described in clause (v) of the Company unless definition thereof, the Board receive a document (i) executed by both the Membership Interest is sold, assigned, transferred or exchanged by a Member who was properly admitted as effecting such pursuant Disposition and the Person to the terms hereofwhich such Units are being Disposed, (ii) each Member effecting the sale, assignment, transfer or exchange and the person to whom the Membership Interest is sold, assigned, transferred or exchanged executes and delivers a document to the other Members containing a representation and warranty by each Member effecting such sale, assignment, transfer or exchange and the person to which such Membership Interest is sold, assigned, transferred or exchanged to the effect that such sale, assignment, transfer or exchange was made in accordance with all laws and regulations, including securities laws, applicable to such Member or person, as appropriate and (iii) all of the requirements of Section 2.3(c) are satisfied with respect to such admission. (c) A person to whom a Membership Interest is sold, assigned, transferred or exchanged shall be admitted as a Member of the Company if (i) the existing Members consent (which consent may be granted or withheld by each such member in its sole and absolute discretion) to such admission, and (ii) the Company receives a document setting forth (A) the notice and payment address and facsimile number of the person Person to be admitted to the Company as a Member, (B) Member and the written acceptance by such person Person of all the terms and provisions of this Agreement, (C) Agreement and an agreement by such person Person to perform and discharge timely all of the obligations and liabilities in respect of the Membership Interest Units being obtainedacquired, (Diii) setting forth the number of Units being Disposed of and the number of Units being retained and the Person to which the Units are being Disposed, which together shall equal the total number of Units held by the Member effecting such Disposition prior thereto, (iv) containing a power of attorney representation and warranty by the Member effecting the Disposition and the Person to which such Units are being Disposed to the effect that such Disposition was made in accordance with all laws and regulations, including the form of Securities Act and any applicable state securities and blue sky laws, applicable to such Member or such Person, as appropriate, (v) containing representations and warranties by the Person to which such Units are being Disposed that are substantially equivalent to those contained in Section 8.1 hereof executed by 3.3 hereof, and such person other representations and warranties as the Board may reasonably determine are necessary or appropriate in connection with such Disposition, and (Evi) setting forth the effective date of the sale, assignment, transfer or exchangeDisposition.

Disposition of Interests. (a) 3.6.1 No interest Member shall, voluntarily or involuntarily, Dispose of all or any part of its Membership Interest in violation of the Company provisions of any Member (this Agreement. Any attempted Disposition of a "Membership Interest") may be disposed of, or any part thereof, in whole violation of this Section 3.6.1 or Article VI shall be, and hereby is declared, null and void AB INITIO. The Company or the Member as appropriate, shall have, in partaddition to any other legal or equitable remedies which they may have, without the prior written consent right to enforce the provisions of all this Agreement by actions for specific performance (to the Members, which consent may be granted or withheld extent permitted by each such member in its sole and absolute discretion. (b) The person to which law). No Disposition of a Member's Membership Interest is soldInterest, assignedwhether consented to or otherwise, transferred or exchanged shall have no result in the dissolution of the Company on account of the Disposing Member ceasing to be a Member of the Company. 3.6.2 Provided that the requirements of this Agreement are complied with in connection with a proposed Disposition of Units by a Member, and provided that the Disposing Member purports to grant the Person to which the Units are Disposed the right to be admitted as a Member Member, such Person shall have the right to be so admitted (and each of the Company unless other Members hereby consents to such admission) and shall succeed to all rights of its transferor (in the case of any transferor who is an Existing Member or part of Cherokee Investors, the transferee shall be deemed to be part of the Existing Members or Cherokee Investors, as the case may be) hereunder, provided further that, except in the case of a Permitted Disposition described in clause (vi) of the definition thereof, the Management Committee receive a document (i) executed by both the Membership Interest is sold, assigned, transferred or exchanged by a Member who was properly admitted as effecting such pursuant Disposition and the Person to the terms hereofwhich such Units are being Disposed, (ii) each Member effecting the sale, assignment, transfer or exchange and the person to whom the Membership Interest is sold, assigned, transferred or exchanged executes and delivers a document to the other Members containing a representation and warranty by each Member effecting such sale, assignment, transfer or exchange and the person to which such Membership Interest is sold, assigned, transferred or exchanged to the effect that such sale, assignment, transfer or exchange was made in accordance with all laws and regulations, including securities laws, applicable to such Member or person, as appropriate and (iii) all of the requirements of Section 2.3(c) are satisfied with respect to such admission. (c) A person to whom a Membership Interest is sold, assigned, transferred or exchanged shall be admitted as a Member of the Company if (i) the existing Members consent (which consent may be granted or withheld by each such member in its sole and absolute discretion) to such admission, and (ii) the Company receives a document setting forth (A) the notice and payment address and facsimile number of the person Person to be admitted to the Company as a Member, (B) Member and the written acceptance by such person Person of all the terms and provisions of this Agreement, (C) Agreement and an agreement by such person Person to perform and discharge timely all of the obligations and liabilities in respect of the Membership Interest Units being obtainedacquired, (Diii) setting forth the number and class of Units being Disposed of and the number and class of Units being retained and the Person to which the Units are being Disposed, which together shall equal the total number of Units held by the Member effecting such Disposition prior thereto, (iv) containing a power of attorney representation and warranty by the Member effecting the Disposition and the Person to which such Units are being Disposed to the effect that such Disposition was made in accordance with all laws and regulations, including the form of Securities Act and any applicable state securities and blue sky laws, applicable to such Member or such Person, as appropriate, (v) containing representations and warranties by the Person to which such Units are being Disposed that are substantially equivalent to those contained in Section 8.1 hereof executed by 3.3 hereof, and such person other representa tions and warranties as the Management Committee may reasonably determine are necessary or appropriate in connection with such Disposition, and (Evi) setting forth the effective date of the sale, assignment, transfer or exchangeDisposition.