Transfer of a Members Interest Sample Clauses

The "Transfer of a Member’s Interest" clause defines the rules and procedures governing how a member of an entity, such as an LLC, may transfer their ownership stake to another party. Typically, this clause outlines any restrictions on transfers, such as requiring approval from other members or the company itself, and may specify conditions under which transfers are permitted, like transfers to family members or in the event of death. Its core practical function is to maintain control over the ownership structure of the entity and prevent unwanted or unapproved parties from acquiring an interest, thereby protecting the interests of existing members.
Transfer of a Members Interest. This Section 10 shall apply if and when there are two or more Members of the Company.
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Transfer of a Members Interest. (a) A Member may not, without the prior written consent of all of the Members, sell, transfer, assign or otherwise dispose of, or permit, voluntarily or involuntarily, any security interest, pledge, mortgage, lien, charge, encumbrance, adverse claim, preferential arrangement or restriction of any kind (collectively an "Encumbrance") upon, all or any portion of such Member's Interest in the Company. Any such purported sale, transfer, assignment or other disposition or Encumbrance of a Member's Interest (hereinafter collectively referred to as a "Transfer") without such consent shall be void and shall not bind the Company. If all of the Members have consented to the Transfer, such Transfer may be made only if (i) the provisions of Section 9.3 of this Agreement do not otherwise prohibit the Transfer, (ii) a duly executed and acknowledged counterpart of the instrument effecting such Transfer in form and substance satisfactory to the Members shall have been delivered to Members, and the assignor shall have indicated such intention of substitution in the instrument effecting such Transfer, (iii) the assignee shall have expressly agreed to be bound by the provisions of this Agreement and to assume all of the obligations imposed upon Members hereunder, (iv) the assignor and the assignee shall have executed or delivered such other instruments as the Members may deem necessary or desirable to effectuate such admission, including, but not limited to, an opinion of counsel that the Transfer complies with the registration provision of the Securities Act of 1933, as amended (the "Securities Act") and any applicable securities or "Blue Sky" law of any state or other jurisdiction, or an exemption therefrom, and (v) the assignor or assignee shall have paid all reasonable expenses and legal fees relating to the Transfer and, if all of the Members so permit, the assignee's admission as a Member, including, but not limited to, the cost of any required counsel's opinion and of preparing, filing and publishing any amendment to the Certificate necessary to effect such admission. (b) The consent of the Members shall not be required for a Transfer of all or a part of a Member's economic interest in Company distributions, for no consideration, to a third party or to a trustee for the benefit of the assignor, provided that such Transfer is otherwise made in accordance with and subject to the provisions of Section 9.2(a) of this Agreement and this Section 9.2(b). However, such assign...
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Transfer of a Members Interest. The Ownership Interest of any Member cannot be Transferred unless the Members Consent to such Transfer. Any attempted Transfer of any such Ownership Interest without compliance with this SECTION 9.1 shall be void and of no effect, and the Company shall not recognize any such attempted Transfer for any purpose. "Transfer" as used herein shall include any sale, assignment, mortgage, hypothecation, gift, grant or transfer of any kind, whether voluntary or involuntary, by bankruptcy or operation of law or otherwise, or the creation of any agreement pursuant to which any person shall have any interest in the Company or in the distributions with respect to such interest. Notwithstanding the foregoing, (a) CHD shall be permitted to transfer its Ownership Interest in connection with a sale of all or substantially all of its consumer products business, and (b) USAD shall be permitted to (i) pledge its Ownership Interest to its principal commercial lender, and (ii) transfer its Ownership Interest in connection with a sale of all or substantially all of its assets.
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Transfer of a Members Interest. Without the prior written consent of the Board of Managers and Appgate Investors, no Member may Transfer (including by Indirect Transfer) any of its Units, except for Transfers (i) in connection with a Control Sale pursuant to Section 8.06, (ii) in connection with a Tag Sale pursuant to Section 8.07 (provided that the applicable Tag Seller has obtained such prior written consent of the Board of Managers and Appgate Investors), (iii) in connection with a forfeiture of Class C Profits Interests or the exercise of a Purchase Option pursuant to Section 8.08 or the applicable Class C Profits Interests Grant or (iv) to a Permitted Transferee (provided that the Transfer to a Permitted Transferee complies with the applicable provisions of this Article VIII). In the event that the Board of Managers consents to a Transfer, such Transfer must comply with Section 8.07, as applicable.
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Transfer of a Members Interest 
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Related to Transfer of a Members Interest

  • 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.

  • Transfer of Membership Interests (a) The Member may transfer its Membership Interest, in whole but not in part, but the transferee shall not be admitted as a Member except in accordance with Section 6.07. Until the transferee is admitted as a Member, the Member shall continue to be the sole member of the Company (subject to Section 1.02) and to be entitled to exercise any rights or powers of a Member of the Company with respect to the Membership Interest transferred. (b) To the fullest extent permitted by law, any purported transfer of any Membership Interest in violation of the provisions of this LLC Agreement shall be wholly void and shall not effectuate the transfer contemplated thereby. Notwithstanding anything contained herein to the contrary and to the fullest extent permitted by law, the Member may not transfer any Membership Interest in violation of any provision of this LLC Agreement or in violation of any applicable federal or state securities laws.

  • Assignment of Membership Interest A Member may not assign the Member’s interest in the Company except with the written consent of all the other Members of record. Any such consent to assignment automatically entitles the assignee to become a Member. A Member’s membership interest may be evidenced by a certificate of membership interest issued by the Company.

  • Membership Interest The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

  • Transfer of Partnership Interests The foregoing power of attorney shall survive the delivery of an instrument of transfer by any Partner of the whole or any portion of or interest in its Partnership Interest, except that (i) where a Partner becomes a Former Partner, or (ii) where a Transferee of such Partnership Interest has been approved as a successor Partner and the Transferor shall thereupon cease being a Partner (all in accordance with this Agreement), then the power of attorney of the Former Partner or the Transferor Partner, as the case may be, shall survive the cessation of Partner status or the delivery of such instrument of transfer, as the case may be, for the sole purpose of enabling the attorneys-in-fact for such Former Partner or the Transferor Partner (or any of them) to execute, swear to, acknowledge and file any and all instruments necessary to effectuate or reflect such cessation, transfer and succession.