Common use of No Effect to Transfers in Violation of Agreement Clause in Contracts

No Effect to Transfers in Violation of Agreement. Upon any Transfer of a Membership Interest in violation of this Article 10, the Assignee shall have no right to vote or participate in the management of the business, property and affairs of the Company or to exercise any rights of a Member. Such Assignee shall only be entitled to become an Economic Interest Owner and thereafter shall only receive the Profits, Losses and Distributions to which the transferor of such Economic Interest would otherwise be entitled. Notwithstanding the immediately preceding sentences, if, in the determination of the Managers, a transfer in violation of this Article 10 would cause the termination of the Company under the Code (other than in the case of a Transfer authorized pursuant to Section 10.2(b) hereof), in the sole discretion of the Managers, the Transfer shall be null and void and the Assignee shall not become either a Member or an Economic Interest Owner.

Appears in 2 contracts

Sources: Operating Agreement (Excel Legacy Corp), Operating Agreement (Excel Legacy Corp)

No Effect to Transfers in Violation of Agreement. Upon any Transfer of a Membership Interest in violation of this Article 10, the Assignee shall have no right to vote or participate in the management of the business, property and affairs of the Company or to exercise any rights of a Member. Such Assignee shall only be entitled to become an Economic Interest Owner and thereafter shall only receive the Profits, Losses and Distributions to which the transferor Transferring Member of such Economic Interest would otherwise be entitled. Notwithstanding the immediately preceding sentences, if, in the determination of the Managers, a transfer in violation of this Article 10 would cause the termination of the Company under the Code (other than in the case of a Transfer authorized pursuant to Section 10.2(b) hereof), in the sole discretion of the Managers, the Transfer shall be null and void and the Assignee shall not become either a Member or an Economic Interest Owner.

Appears in 1 contract

Sources: Operating Agreement (Excel Legacy Corp)