Restrictions on Disposition of LLC Interests Clause Samples

The "Restrictions on Disposition of LLC Interests" clause limits the ability of members to sell, transfer, or otherwise dispose of their ownership interests in the limited liability company. Typically, this clause requires members to obtain approval from other members or the LLC itself before transferring their interests, and may set out specific conditions or procedures for such transfers, such as rights of first refusal or prohibitions on transfers to outside parties. Its core practical function is to maintain control over the LLC’s ownership structure, prevent unwanted third parties from becoming members, and protect the interests of existing members.
Restrictions on Disposition of LLC Interests. 8.1 Limitations on Disposition of LLC Interests. Except as otherwise provided in this Article VIII, the Private Owner shall not, directly or indirectly, Dispose of or permit to be Disposed of, all or any part of its LLC Interest or any of its rights or interests under this Agreement, except only that the Private Owner may make a direct, outright transfer of its entire (but not less than its entire) LLC Interest if, and only if, (a) (i) the transferee is a single Person that is a Qualified Transferee, (ii) such transferee delivers to the Initial Member a Purchaser Eligibility Certification and the representations and warranties made by such transferee therein shall be true and correct both before and after giving effect to such transfer of the LLC Interest, and (iii) the Private Owner first obtains the prior written consent of the Initial Member and, until the Purchase Money Notes Defeasance Date, the Purchase Money Notes Guarantor to such transfer, or (b) such Disposition is done by or at the direction of the Initial Member pursuant to Sections 3.13 or 3.14. The Private Owner may not under any circumstances Dispose of less than all of its LLC Interest. Transfers by the Private Member satisfying the foregoing criteria are hereinafter referred to as “Permitted Dispositions.”
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Restrictions on Disposition of LLC Interests. 8.1 Limitations on Disposition of LLC Interests. Except as otherwise provided in this Article VIII, the Private Owner shall not, directly or indirectly, Dispose of or permit to be Disposed of, all or any part of its LLC Interest or any of its rights or interests under this Agreement (including its rights to any distributions or other payments), except only that the Private Owner may make a direct, outright transfer of its entire (but not less than its entire) LLC Interest if, and only if, (a) (i) the transferee is a single Person that is a Qualified Transferee, (ii) such transferee delivers to the Initial Member a Purchaser Eligibility Certification and the representations and warranties made by such transferee therein shall be true and correct both before and after giving effect to such transfer of the LLC Interest, and (iii) the Private Owner first obtains the prior written consent of each Required Consenting Party to such transfer, or
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Restrictions on Disposition of LLC Interests 
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Related to Restrictions on Disposition of LLC Interests

  • Restrictions on Disposition The Stockholder hereby agrees, except as permitted in this Section 4(a) and Section 4(b) below, not to directly or indirectly, offer to sell, contract to sell, transfer, assign, cause to be redeemed or otherwise sell or dispose of any of the Parent Shares (collectively a "Disposition") received by the stockholder in connection with the Merger without the prior written consent of Cordiant. Notwithstanding anything to the contrary provided in this Agreement, the Stockholder shall have the right to transfer Parent Shares (i) to any Family Member, (ii) to the trustee or trustees of a trust solely (except for remote contingent interests) for the benefit of the Stockholder and/or one or more Family Members and/or a charitable organization (a "Family Member Trust"), (iii) to a foundation created or established by the Stockholder, or any other charitable organization, (iv) to a corporation of which the Stockholder and/or any Family Member and/or any Family Member Trust owns all of the outstanding capital stock, (v) to a limited liability company of which the Stockholder and/or any Family Member and/or any Family Member Trust owns all of the outstanding membership interests, (vi) to a partnership of which the Stockholder and/or any Family Member and/or any Family Member Trust owns all of the partnership interests, (vii) to the executor, administrator or personal representative of the estate of the Stockholder or any other Family Member, or (viii) to any guardian, trustee or conservator appointed with respect to the assets of the Stockholder, provided, that in the case of any such transfer, the transferee shall execute an agreement to be bound by the terms of this Agreement (each such transfer, a "Permitted Transfer" and, collectively, the "Permitted Transfers"). For purposes of this Agreement, "Family Member" shall mean (a) the Stockholder's spouse, if living with the Stockholder, (b) any one of the following: the Stockholder's father, mother, issue, brother or sister, and the issue of a brother or sister, and (c) the spouse of any Family Member described in (b) above, if the spouse shall be living with that Family Member. The Stockholder hereby agrees and consents to the entry of stop transfer instructions with Cordiant's transfer agent against the transfer of such Parent Shares except in compliance with this Agreement. Notwithstanding the foregoing, the Stockholder may pledge, hypothecate or otherwise grant a security interest in all or a portion of the Parent Shares beneficially owned by him during the term of this Agreement; provided, however, that any Person receiving such Parent Shares shall be subject to all of the restrictions on Disposition of such Parent Shares imposed by this Agreement to the same extent as the Stockholder.

  • Restrictions on Dispositions Shareholder agrees that, from and after the date of this Agreement and through the Effective Time, he or she will not take any action that will alter or affect in any way the right to vote the Shares, except (i) with the prior written consent of Bancorp or (ii) to change such right from that of a shared right of Shareholder to vote the Shares to a sole right of Shareholder to vote the Shares.

  • Limitations on Disposition Grantor will not sell, lease, transfer or otherwise dispose of any of the Collateral, or attempt or contract to do so except as permitted by the Credit Agreement.

  • Restrictions on Intercompany Transfers The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any Subsidiary; (b) pay any Indebtedness owed to the Borrower or any Subsidiary; (c) make loans or advances to the Borrower or any Subsidiary; or (d) transfer any of its property or assets to the Borrower or any Subsidiary; other than (i) with respect to clauses (a) through (d) those encumbrances or restrictions contained in any Loan Document or, (ii) with respect to clause (d), customary provisions restricting assignment of any agreement entered into by the Borrower, any other Loan Party or any Subsidiary in the ordinary course of business. Notwithstanding anything to the contrary in the foregoing, the restrictions in this Section shall not apply to any provision of any Guaranty entered into by the Borrower, any Loan Party or any other Subsidiary relating to the Indebtedness of any Subsidiary permitted to be incurred hereunder, which provision subordinates any rights of Borrower, other Loan Party or any other Subsidiary to payment from such Subsidiary to the payment in full of such Indebtedness.

  • Restrictions on Sale This Debenture has not been registered under the Securities Act of 1933, as amended (the "Act") and is being issued under Section 4(2) of the Act and Rule 506 of Regulation D promulgated under the Act. This Debenture and the Common Stock issuable upon the conversion thereof may only be sold pursuant to registration under or an exemption from the Act.