Transfer of Member Interests Sample Clauses
The Transfer of Member Interests clause governs how and under what conditions a member of an entity, such as an LLC, may sell, assign, or otherwise transfer their ownership stake to another party. Typically, this clause outlines any required approvals from other members or the entity itself, and may set restrictions on transfers to outside parties or specify rights of first refusal for existing members. Its core function is to maintain control over the entity’s ownership structure, preventing unwanted or disruptive changes in membership and ensuring stability among the members.
Transfer of Member Interests. A Member may Transfer (as defined below) all or any portion of such Member’s Member Interest by complying with the provisions of this Section 9.3. If a proposed Transfer would result in a “Change of Control” (as defined below), then such Member shall provide written notice of such Transfer to Kite Realty at least 30 days prior to the proposed Transfer (the “Transfer Notice”). For purposes of this Section 9.3: (a) “Transfer” shall include any sale, assignment, gift, pledge, hypothecation, mortgage, exchange, or other disposition, other than a pledge, mortgage, or hypothecation of or granting of a security interest in, a Member Interest in connection with the Project Indebtedness or any Entity Indebtedness; and (b) “Change of Control” shall mean (i) the Transfer of more than 50% of the voting ownership interests in Optionor or (ii) if there is no voting ownership interest, the Transfer of more than 50% of the equity ownership interests in Optionor. Notwithstanding the foregoing, no purported Transfer of all or any portion of a Member Interest (whether or not such Transfer would result in a Change of Control) shall be effective unless and until the transferee becomes a party to this Agreement and bound by the terms and conditions of this Agreement as a “Member” (regardless of whether or not such transferee is admitted as a member of Optionor) by executing and delivering a counterpart signature page to this Agreement to Kite Realty. Any purported transfer of a Member Interest in violation of this Section 9.3 shall be null and void.
Transfer of Member Interests. A Member may Transfer (as defined below) all or any portion of such Member’s Member Interest by complying with the provisions of this Section 9.3. If a proposed Transfer would result in a “Change of Control” (as defined below), then such Member shall provide written notice of such Transfer to Kite Realty at least 30 days prior to the proposed Transfer (the “Transfer Notice”). For purposes of this Section 9.3: (a) ”Transfer” shall include any sale, assignment, gift, pledge, hypothecation, mortgage, exchange, or other disposition, other than a pledge, mortgage, or hypothecation of or granting of a security interest in, a Member Interest in connection with the Project Indebtedness or any Entity Indebtedness; and (b) “Change of Control” shall
Transfer of Member Interests. (a) Any Member may, subject to the other provisions set forth in this Agreement, Transfer all or any undivided share of its Member Interest. Any attempted Transfer of all or a part of a Member Interest other than in compliance with this Agreement shall be null and void and of no force or effect. Any Member who Transfers any Member Interest or portion thereof shall promptly provide written notice thereof to the Company and all of the other Members.
(b) No Transfer may be made to an individual, and except in the case of a Member transferring all of its Member Interest, no Transfer may be made which results in the transferor or the transferee holding a Member Interest of less than ten percent (10%).
(c) A transferring Member shall, notwithstanding the Transfer, be liable to the Company and the other Members for its obligation to fund its Member Interest share (as of the time of the Transfer) of Member Interests included in the Transfer of the activities included in each approved Annual Work Program and Budget (including multi-year expenditures included in more than one Annual Work Program and Budget), and for all other obligations, in each case, accrued under this Agreement or any Associated Agreement on or prior to the Transfer, but shall be released from any other obligations thereafter accruing under this Agreement or such Associated Agreement with respect to the Member Interest being Transferred, except in the case where the Transfer at issue is made to an Affiliate or where there is a Credit Facility Foreclosure on all or any part of a Member’s Member Interest, in which cases the transferring Member or Member subject to the foreclosure, as applicable, shall remain primarily liable for all such obligations.
(d) In connection with any Transfer of a portion (but less than all) of its Member Interest by any member of the EXCO Affiliate Group or the BG Affiliate Group to a Third Party not affiliated with the EXCO Affiliate Group or the BG Affiliate Group, respectively, the EXCO Affiliate Group or the BG Affiliate Group, as applicable, shall assign such number of Total Votes equal to the product of (rounded to the nearest tenth) (x) a fraction the numerator of which is the number of aggregate Member Interests being assigned and the denominator of which is the sum of all Members’ Member Interests and (y) 100. The transferor’s number of Total Votes shall be reduced by the number of Total Votes so transferred. The transferor and transferee shall, amongst themselv...
Transfer of Member Interests. The Member may assign its interest in the Company at its sole discretion.
Transfer of Member Interests. (a) In connection with the Transfer of any Member Interests other than a Transfer pursuant to a Public Sale, the holder thereof shall deliver written notice to the Company describing in reasonable detail the Transfer or proposed Transfer, together with an opinion of counsel reasonably acceptable to the Company (which such opinion requirement may be waived by the Company in its sole discretion) to the effect that such Transfer of Member Interests may be effected without registration of such Member Interests under the Securities Act. Notwithstanding anything in this Agreement or any other Transaction Document to the contrary, no Member or Option Holder shall Transfer any Option or Common Unit if, as a result of and after giving effect to such Transfer, an obligation would arise under the Exchange Act to register any Common Units.
(b) No Transfer or issuance of any Member Interests (other than pursuant to a Public Sale) shall be permitted unless and until the prospective transferee agrees to become a party to this Agreement and be bound by all the terms and conditions hereof to the same extent as the transferring party by executing and delivering to the Company a joinder to this Agreement in substantially the form attached hereto as Exhibit A or Exhibit B, as applicable.
Transfer of Member Interests. The Interest of any Member may not be Transferred. Any Transfer by a Member of all or any part of its Interest in the Company shall be null and void and without any legal effect. Notwithstanding the foregoing, any Transfer by a Member of all or part of its Interest in the Company to Lexington pursuant to the Settlement Documents is permitted as a Transfer hereunder.
Transfer of Member Interests. No Member shall have the authority to sell, transfer or pledge a Member Interest, except to or with the consent of the Manager. Furthermore, no transferee of a Member Interest in the Company shall become a substituted member until the transferee first agrees in writing to the terms of this Agreement. Each Member hereby consents to the admission to the Company of any transferee complying with the provisions of this Article VIII as a substituted member. No transfer of a Member Interest, including the transfer of less than all of the transferor's rights under this Agreement, or the transfer of Member Interests to more than one party, shall relieve the transferor of any responsibility for the transferor's proportionate share of any expenses, obligations and liabilities under this Agreement with regard to the Member Interest transferred, whether arising prior or subsequent to the transfer, nor shall any transfer require an accounting by the Company between the transferor and transferee (or transferees). Until the transferee has become a substituted member, the Company shall continue to account only to the person to whom it was furnishing notices prior to that time pursuant to Section 11.01 of this Agreement, and that party shall continue to exercise all of the rights applicable to the entire Member Interest owned by the transferor.
Transfer of Member Interests. A transferee of a Member Interest shall succeed to a pro rata portion of the Capital Account of the transferor.
Transfer of Member Interests. 4 ARTICLE VIII
Transfer of Member Interests. The Member may assign and transfer the Member Interests to a Person who assumes and agrees to pay, perform and discharge when due all of the Member’s obligations, duties and liabilities under this Agreement from and after the consummation of such assignment and transfer. From and after the consummation of such assignment and transfer, the assignee will be admitted as the member of the Company, with the right to participate in the management of the business and affairs, and to exercise the rights and powers of a member, of the Company, and the assigning Member will cease to be the member of the Company, and cease to have or exercise any right or power as a member of the Company, except for the rights of indemnification as provided by this Agreement and the Second Amended and Restated Agreement of Limited Partnership of Encore Energy Partners, LP, as amended. The assignment and transfer of the Member Interests, the admission of the assignee as a member of the Company, and the assigning Member ceasing to be a member of the Company, will not dissolve the Company, and the Company will continue without dissolution subsequent to such assignment and transfer.
5. Except as expressly modified and amended herein, all of the terms and conditions of the LLC Agreement shall remain in full force and effect.
6. This Amendment No. 2 will be governed by and construed in accordance with the laws of the State of Delaware.