Transfer by a Member Clause Samples

Transfer by a Member. If the Member desires to sell or transfer any of the Membership Interests, he, she or it shall provide prior written notice to License Holder and to Service Company, as attorney-in-fact, of his, her or its desire to sell or transfer Membership Interests. The Service Company, as attorney-in-fact, will use commercially reasonable efforts to designate a Designated Transferee(s) within one hundred eighty (180) days following its receipt of such notice and shall specify the same in a written notice to the Member and License Holder. If Service Company so designates such a Designated Transferee(s) within such period, and subject to the limitation stated in Section 3(a) above, then the Member will transfer and convey to the Designated Transferee(s) all of the Membership Interests held by the Member, free and clear of all liens, security interests and other encumbrances, at a closing to be held at the offices of Service Company on such date and at such time within thirty (30) days following the receipt of the Transfer Approval.
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Transfer by a Member. No Member shall have the right to Transfer all or any portion of his interest in the Company without the prior written consent of the other Members.
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Transfer by a Member. A Member may not sell, assign or otherwise transfer all or any part of his interest in the Company, thereby substituting such transferee for himself as a new Member of the Company, except with the written consent of Members holding a majority of the interest in the capital of the Company, which consent may be withheld for any reason and without any liability to the Company or to any other Member. Notwithstanding anything to the contrary contained herein, a Member shall have the right at any time to sell or give his interest in the Company to another Member.
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Transfer by a Member. (a) Except as otherwise provided in this Section 7.2, a Member shall not Transfer all or any portion of its interest in the Company without the prior consent of the Manager. (b) Subject to the provisions of Section 7.2(c), the Manager shall not withhold its consent with regard to the Transfer of a Member’s interest: (i) by succession or testamentary disposition upon the death of a Member; (ii) in the case of any Member that is a corporation, to any corporation that wholly owns, or is wholly-owned by, such corporation; or (iii) in the case of any Member that is a trustee of a trust, to any successor trustee of such trust.‌ (c) The Manager may withhold its consent for any Transfer described in Section 7.2(b) to the extent that either (i) the transferor would not thereby assign its entire Company interest to one Person, or
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Related to Transfer by a Member

  • Withdrawal by a Member A Member has no power to withdraw from the Company, except as otherwise provided in Section 8.

  • Dissociation of a Member The withdrawal, resignation, retirement, disability, expulsion, or bankruptcy of a member will terminate the membership of the member in the Company. Such a member will be deemed a “dissociated member.”

  • Transfer of Membership Interest The Sole Member may Transfer any part or all of its rights and interest (including, but not limited to, its Capital Account) in the Company (each a “Membership Interest”) now owned or hereafter acquired to any Person, and the transferee of such Membership Interest shall become a Member of the Company.

  • Permitted Transferee 25 Person ......................................................................................25

  • Permitted Transfer Notwithstanding anything in this Article 5 to the contrary, Tenant may assign its interest in this Lease or sublease all or any part of the Premises (each a “Permitted Transfer”) to a Permitted Transferee (defined below) with notice to Landlord (delivered prior to the Transfer, or in the event Tenant is prohibited from doing so by Applicable Laws or contractual obligations, then as soon as reasonably practical) but without Landlord’s prior written consent; provided, that (i) with respect to a Permitted Transfer involving an assignment of this Lease, the Permitted Transferee assumes this Lease by a written assumption agreement delivered to Landlord prior to the effective date of such Permitted Transfer (unless such prior delivery is prohibited by Applicable Laws, in which event Tenant shall deliver such assumption agreement as soon as allowed), (ii) the Permitted Transferee shall use the Premises only for the Permitted Use, (iii) the use of the Premises by the Permitted Transferee shall not violate any other agreements or leases affecting the Property, (iv) the occurrence of a Permitted Transfer shall not waive Landlord’s rights as to any subsequent Transfer, (v) the Permitted Transferee shall satisfy the Credit Requirement (defined below), and (vi) Tenant shall have given Landlord written notice at least thirty (30) day before such Transfer (unless such notice is prohibited by applicable Law, in which event Tenant shall give such notice within ten days following such Transfer). As used herein, (A) “Affiliate” means any person or entity who or which controls, is controlled by, or is under common control with Tenant, (ii) a corporation or other entity which shall be a wholly owned subsidiary of the Tenant, (iii) the parent corporation or other entity that wholly owns Tenant, or (iv) a subsidiary of such parent corporation or other entity that wholly owns Tenant, or a corporation or other entity having a majority of its ownership in common with the ownership of Tenant, or (v) a Successor corporation, limited liability company or other entity; (B) “Successor” means any (i) business entity in which or with which Tenant is merged or consolidated in accordance with applicable statutory provisions governing merger and consolidation of business entities, so long as Tenant’s obligations under this Lease are assumed by the Successor, or (ii) the successor or surviving corporation or other entity in the event of a merger or consolidation of the Tenant with another corporation, so long as Tenant’s obligations under this Lease are assumed by the Successor; (C) “Purchaser” means any person or entity who or which acquires all or substantially all of the assets or equity interests of Tenant; (D) “Permitted Transferee” means an Affiliate, Successor or Purchaser. The “Credit Requirement” shall be deemed satisfied if, as of the effective date of the Permitted Transfer, the resulting tenant under this Lease meets or exceeds all of following minimum criteria immediately following the Transfer: (i) cash on hand equal to at least Two Billion Dollars ($2,000,000,000) according to the Permitted Transferee’s most recent financial statement, determined in accordance with generally accepted accounting principles (“GAAP”), (ii) outstanding debt of not more than sixty (60%) of the Permitted Transferee’s available cash on hand (as determined pursuant to the foregoing subsection (i) according to the Permitted Transferee’s most recent financial statement, determined in accordance with GAAP, and (iii) a market capitalization equal to at least Five Billion Three Hundred Million Dollars ($5,300,000,000).