Restrictions on Transfers of Membership Interests Sample Clauses
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Restrictions on Transfers of Membership Interests. (i) Subject to Sections 9(j), 23, and this Section 21 and any transfer restrictions in the Loan Documents and that certain Pledge and Security Agreement to be delivered by the Economic Member in favor of Mezzanine A Lender following the date hereof (the “Mezzanine A Pledge Agreement”), no Member shall Transfer any Membership Interests now or hereafter held, other than in accordance with the terms of this Agreement, the Transfer Restriction Agreement and the Loan Documents. Any Transfer or purported Transfer made in violation of this Agreement or the Transfer Restriction Agreement shall be null and void and of no effect.
(ii) Notwithstanding anything to the contrary expressed or implied in this Agreement, the Transfer of any interest in the Company is ineffective unless approved in advance by the Commission. The Membership Interests owned or controlled by an Unsuitable Person or an Affiliate of an Unsuitable Person (an “Unsuitable Member”), shall be subject to redemption by the Company, out of funds legally available therefor, by action of the Board, to the extent required by the Gaming Authority making the determination of unsuitability or to the extent deemed necessary or advisable by the Board. If a Gaming Authority requires the Company, or the Board deems it necessary or advisable, to redeem any Membership Interests, the Company shall give a Redemption Notice to the Unsuitable Member and shall purchase the Membership Interests on the Redemption Date. From and after the Redemption Date, such Membership Interests shall no longer be deemed to be outstanding, such Unsuitable Member shall cease to be a Member, and all rights of the Unsuitable Member herein, other than the right to receive the Redemption Price, shall cease. The Unsuitable Member shall surrender any certificates representing the Membership Interests to be redeemed in accordance with the requirements of the Redemption Notice.
(iii) Commencing on the date that a Gaming Authority serves notice of a determination of unsuitability or the Board determines that a Person is an Unsuitable Person, and until the Membership Interests owned or controlled by such Person are owned or controlled by a Person who is not an Unsuitable Person, the Unsuitable Member shall not be entitled (i) to receive any distribution or interest with regard to the Membership Interest; (ii) to exercise, directly or indirectly or through any proxy, trustee, or nominee, any voting or other right conferred by such Membership Interes...
Restrictions on Transfers of Membership Interests. ADMISSION OF SUBSTITUTE MEMBERS;
Restrictions on Transfers of Membership Interests. A Transfer of Membership Interests may only be made if such Transfer (a) complies with the provisions of Section 7.1 and (b) such Transfer is (i) to a Permitted Transferee of the holder of such Membership Interests in accordance with Section 7.3, (ii) made pursuant to Section 7.4 or (iii) otherwise approved by Members holding at least seventy-five percent (75%) of the Percentage Interests.
Restrictions on Transfers of Membership Interests. (a) Except as otherwise provided in this Agreement, no Member or Assignee may Transfer any Membership Interests held by such Member or Assignee to any other Person without obtaining the approval of Members representing a Majority Interest. Any attempted Transfer of Membership Interests in violation of this Article 11 shall be, and is hereby declared, null and void ab initio, and the purported Transferee shall (a) not be admitted as a Member, (b) not be deemed to be an Assignee of the Membership Interests purported to be Transferred, and (c) have no rights to share in Profits or Losses, to receive any distributions, or to receive any allocations of income, gain, loss, deduction or credit or other similar items with respect to the Membership Interests purported to be Transferred.
(b) The Members acknowledge and understand that interests in the Company cannot be readily purchased or sold in the open market, and that each of the Members has entered into this Agreement in substantial reliance upon the strict enforcement of the covenants and conditions of this Agreement. Because of such limited marketability of interests, such substantial reliance on the covenants and conditions hereof, and the unique relationship that exists among Members entering into a common business venture, among other reasons, it is expressly agreed and acknowledged that the Members will be irreparably damaged in the event that this Agreement is not specifically enforced. Should any dispute arise concerning the Transfer of Membership Interests, an injunction may be issued enjoining such Transfer pending the determination of such controversy. Such remedy shall, however, be cumulative and not exclusive, and shall be in addition to any other remedy which the parties may have at law or in equity.
Restrictions on Transfers of Membership Interests. (a) Except for a Permitted Transfer (as defined below) or as otherwise set forth in Section 10.2 and Section 10.3, no Transfer of all or any portion of a Membership Interest or subsequent admission of a transferee as a Member of the Company shall be permitted under this Agreement without the prior written unanimous consent of the Manager and Rhove.
(b) Notwithstanding Section 10.1(a), Section 10.2, and Section 10.3 (but subject to Section 10.5), a Member may Transfer all or any portion of such Member’s Membership Interest without 112776\000004\4811-8359-3203v4 Doc ID: c91f21627f893d8e0c88f012967bb67addc1b065
Restrictions on Transfers of Membership Interests. (a) No Member, nor any Permitted Transferee of any such Member, shall Transfer any Membership Interest, directly or indirectly, except the Transfer of all, but not less PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS. than all, of its Membership Interest (i) to a Permitted Transferee or (ii) as permitted or required by Article X.
(b) The restrictions set forth in this Section 8.1 shall not apply with respect to any Transfer (i) of all, but not less than all, of the Membership Interest held by the Valero Member to Valero Parent or any direct or indirect wholly-owned Subsidiary of Valero Parent, (ii) of all, but not less than all, of the Membership Interest held by the Frontier Member to Mascoma or any direct or indirect wholly-owned Subsidiary of Mascoma or the Frontier Member or any Affiliate of Mascoma or the Frontier Member, (iii) of all, but not less than all, of the Membership Interest held by the Frontier Member to ▇.▇. ▇▇▇▇▇▇▇▇ or any direct or indirect wholly-owned Subsidiary of ▇.▇. ▇▇▇▇▇▇▇▇ or Affiliate of ▇.▇. ▇▇▇▇▇▇▇▇, (iv) indirectly by the Valero Member pursuant to a merger or consolidation of Valero Parent with or into another Person, (v) indirectly by the Frontier Member pursuant to a merger or consolidation of Mascoma or ▇.▇. ▇▇▇▇▇▇▇▇ with or into another Person, (vi) by any Member in the case of a Transfer required under Applicable Law (provided that a Transfer by operation of law (including by merger, consolidation or similar transaction) shall not be permitted except as provided under clauses (iii) or (iv) above), (vii) by any Member to secure indebtedness or to secure indebtedness of the Company or any of its Subsidiaries, (viii) indirectly by the Frontier Member pursuant to a transfer of interests in the Frontier Member between Mascoma and ▇.▇. ▇▇▇▇▇▇▇▇, (ix) indirectly by the Frontier Member pursuant to (A) any issuance of warrants, options, shares of stock, limited liability company interests or similar beneficial interests or rights to acquire beneficial interests of Mascoma or ▇.▇. ▇▇▇▇▇▇▇▇ or (B) any transfer of stock, membership interests or beneficial interests of Mascoma or ▇.▇. ▇▇▇▇▇▇▇▇, (x) indirectly by the Valero Member pursuant to (A) any issuance of warrants, options, shares of stock, limited liability company interests or similar beneficial interests...
Restrictions on Transfers of Membership Interests. 18 ARTICLE XI - ADDITIONAL MEMBERS 18
Restrictions on Transfers of Membership Interests. No Member or Transferee thereof shall Transfer all or any portion of its Membership Interest (i) without first complying with the provisions of this Article X, and (ii) until the date that is two years from the Effective Date, which two-year restriction shall also be deemed to apply to any Downstream Change of Control but shall not be deemed to apply to any Upstream Change of Control or to any Transfers complying with Section 10.3(a).
(a) Notwithstanding Section 10.3 or 10.5, a Member may Transfer Membership Interests to an Affiliate or a Subsidiary or in any manner expressly provided in this Agreement, including, without limitation, Section 3.6 or 10.7 hereof.
(b) The Transferor and the Transferee of Membership Interests shall be jointly and severally obligated to reimburse the Company for all reasonable expenses (including attorneys’ fees and expenses) incurred in connection with such Transfer or proposed Transfer of such Membership Interests, whether or not consummated.
(c) No Transfer of Membership Interests, including any Transfer pursuant to Section 10.3(a) (but excluding, for the avoidance of doubt, any Upstream Change of Control), may be made if it would cause the Company to be taxed as an association taxable as a corporation for federal and applicable state income tax purposes.
Restrictions on Transfers of Membership Interests. No Member shall Transfer all or any portion of its Membership Interest, and each Member shall cause its direct or indirect beneficial owners not to make such a Transfer (nor shall such Member suffer to exist any such Transfer), unless such Transfer is permitted under this Article VII and until all requirements and conditions stated in this Article VII, which shall be read and construed as a whole, have been satisfied in full or have been waived by the non-transferring Member. To the fullest extent permitted under applicable law, any Transfer in violation of this Article VII shall be invalid, ineffective and not enforceable for any purpose, shall be void ab initio as to the Transfer of a Membership Interest that would cause such violation, and the intended transferee shall acquire no rights in such Membership Interest. No authorization, consent or waiver applicable to one Transfer shall apply or be deemed to apply to any other Transfer or requested Transfer.
Restrictions on Transfers of Membership Interests. The Managers and Members shall not consent to a transfer of Membership Interest unless the proposed transferee shall have furnished the Company with an opinion of counsel, satisfactory in form and substance to such Managers and Members, that neither the offering nor the proposed transfer will violate any Federal or applicable state securities law and that neither such offering nor proposed transfer will adversely affect the Company from being taxed as an S-Corporation for Federal income tax purposes as set forth below.