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

No Effect to Transfers in Violation of Agreement. Transfers in violation of Section 8 shall be null and void and the purported transferee shall not become either a Member or an Economic Interest Owner. Upon any other Transfer of a Membership Interest in violation of this Section 8, the transferee shall have no rights 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 transferee shall only be entitled to become an Economic Interest Owner and thereafter shall only receive the share of the Company’s Net Profits, Net Losses and distributions of the Company’s assets to which the transferor of such Economic Interest would otherwise be entitled. Upon any Transfer (whether arising out of an attempted charge upon that Member’s Economic Interest by judicial process, a foreclosure by a creditor of the Member or otherwise) of a Member’s Economic Interest which does not at the same time Transfer the balance of the rights associated with the Membership Interest Transferred by the Member (including, without limitation, the rights of the Member to vote or participate in the management of the business, property and affairs of the Company), the Company shall purchase from the Member, and the Member shall sell to the company for a purchase price of $200, all remaining rights and interests retained by the Member that immediately before the transfer, assignment, conveyance or sale were associated with the transferred Economic Interest. Such purchase and sale shall not, however, result in the release of the Member from any liability to the Company as a Member.

Appears in 1 contract

Sources: Operating Agreement (SRS Labs Inc)

No Effect to Transfers in Violation of Agreement. Transfers in violation of Section 8 shall be null and void and the purported transferee shall not become either a Member or an Economic Interest Owner. Upon any other Transfer transfer of a Membership Restricted Interest in violation of this Section 8Article VII, the transferee shall have no rights 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 transferee shall only be entitled to become an Economic Interest Owner Assignee and thereafter shall only receive the share of one or more of the Company’s 's Net Profits, Net Losses and distributions of the Company’s 's assets to which the transferor of such Economic Interest would otherwise be entitled. Upon and contemporaneously with any Transfer transfer (whether arising out of an attempted charge upon that Member’s 's Economic Interest by judicial process, a foreclosure by a creditor of the Member or otherwise) of a Member’s 's Economic Interest which does not at the same time Transfer transfer the balance of the rights associated with the Membership Interest Transferred transferred by the Member (including, without limitation, the rights of the Member to vote or participate in the management of the business, property and affairs of the Company), the Company shall purchase from the Member, and the Member shall sell to the company Company for a purchase price of $200100, all remaining rights and interests retained by the Member that immediately before the transfer, assignment, conveyance or sale transfer were associated with the transferred Economic Interest. Such purchase and sale shall not, however, result in the release of the Member from any liability to the Company as a Member. Each Member acknowledges and agrees that the right of the Company to purchase such remaining rights and interests from a Member who transfers a Restricted Interest in violation of this Article VII is not unreasonable under the circumstances existing as of the date hereof.

Appears in 1 contract

Sources: Operating Agreement (Panera Bread Co)