Transfer of Members' Interests Clause Samples

Transfer of Members' Interests. (a) The Managing Member may not, directly or indirectly, Transfer the Managing Member’s Interest in the Company without the prior written consent of VAM, which may be given or withheld in its sole discretion for any reason or no reason; provided that the Managing Member shall have the right to Transfer all or any portion of its Interest in the Company to one or more of its Permitted Transferees upon 10 days’ prior written notice to VAM. (b) Any Non-Managing Member other than VAM may, at any time and from time to time, upon fifteen (15) days’ prior notice to the Managing Member, Transfer all or any portion of such Non-Managing Member’s Interest and/or any portion thereof to any Person (other than a Person who is statutorily disqualified, for the purposes hereof, as described in Section 203(e) of the Investment Advisers Act of 1940, as amended) with or without any reason, without the consent of the Managing Member and any transferee or assignee of any such Transfer shall automatically be admitted as a substitute Member, without any action required on the part of such transferee or assignee or the Managing Member. (c) Any Non-Managing Member may, at any time and from time to time, transfer or assign all or any portion of such Non-Managing Member’s interest in any Fund (including, for the avoidance of doubt, any interest in a Fund held through the Company and reflected by a Fund Contribution), and, in the event of such a transfer or assignment, the Managing Member shall cause the Company to consent, to the extent such consent is required, to such transfer or assignment. (d) Unless (i) the Transfer of an Interest is described in the proviso of Section 7.1(a) or in Section 7.1(b), or (ii) the transferee of any Transfer of all or any part of a Member’s Interest in the Company (such transferee, an “Assignee”) is admitted as a substitute Member in accordance with Section 7.2(b), a Transfer by a Member of all or any part of such Member’s Interest in the Company shall not release such Member from any of such Member’s obligations or liabilities (including such Member’s obligations to make capital contributions hereunder, if any, and such Member’s share of any liability therefor), or limit the Company’s rights with respect to such Member, of any nature whatsoever arising under this Agreement, and such Assignee shall be entitled only to allocations and distributions with respect to its Interest and shall have no right to vote such Interest, to participate in the managem...

Transfer of Members' Interests. If the Company is dissolved due to a transfer of all, or nearly all, of its assets to an analogous subsidiary entity or entities as described in Article 7.3(xvii)above, then the Managers shall transfer all of the Member’s Interests to the subsidiary entity (or entities) in the same measure and proportion as they had existed with respect to the Company. The nature of any such subsidiary entity and the management, voting, distributions, dissolution and other events described herein shall be treated in the same or as nearly the same manner as permissible and reasonably practicable under applicable U.S. state or any applicable foreign law as they are treated hereunder and under the Law. Managers will provide each Member with Notice of the establishment of the subsidiary entity (or entities) and of the transfer of the Member’s Interests and any conditions appurtenant thereto as and when the same are made reasonably known by Managers.

Transfer of Members' Interests. The Membership Interest of each Member of this Company is personal property. Except as otherwise provided in this Operating Agreement, the transfer of a Member's Membership Interest is restricted. The transfer of a Member's Membership Interest shall include a gift, sale, transfer, assignment, hypothecation, pledge, encumbrance or any other disposition, whether voluntary or involuntary, by operation of law or otherwise, including, without limitation, any transfer occurring upon or by virtue of the bankruptcy or insolvency of a Member; the appointment of a receiver, trustee or conservator or guardian for a Member or his property; or pursuant to the will of a Member or the laws of descent and distribution in the event of a Member's death; pursuant to court order in the event of divorce, marital dissolution, legal separation or similar proceedings; or pursuant to any loan or security agreement under which any of the Member's Membership Interests are pledged or otherwise serve as collateral, as well as the transfer of any such Membership Interest in the event recourse is made to such collateral. If a Majority of the other Members, other than the Member proposing to dispose of his Membership Interest ("Transferring Member") and without considering the Transferring Member's Membership Interest as outstanding in determining such a Majority, do not approve of a proposed transfer or assignment by written consent, the transferee of the Member's Membership Interest has no right to participate in the management of the business and affairs of the Company or to become a Member. The transferee is only entitled to receive the share of profits or other compensation by way of income and the return of contributions, to which the Transferring Member would otherwise be entitled. If the transfer is approved by a Majority of the other Members of the Company by written consent, the transferee has all the rights and powers and is subject to all the restrictions and liabilities of his assignor, has the right to participate in the management of the business and affairs of the Company and becomes a substituted Member.

Transfer of Members' Interests. (a) To the fullest extent permitted by law, no Member may, directly or indirectly, Transfer such Member’s Interest in the Company (other than to one or more of its Affiliates) without the prior written consent of the Managing Member, which may be given or withheld in its sole discretion for any reason or no reason. (i) Notwithstanding anything to the contrary contained herein, to the extent the Managing Member proposes to Transfer all or a portion of its Interest in the Company to any Person other than one or more of its Affiliates (such proposed Transfer, a “Proposed ROFR Sale”), the other Members of the Company in good standing shall have a right of first refusal (“Right of First Refusal”) with respect to such Interest proposed to be Transferred. (ii) In connection with the foregoing, the Managing Member shall furnish to all other Members of the Company that are in good standing a written notice of such Proposed ROFR Sale (such notice, the “ROFR Notice”). The ROFR Notice will include (1) the amount of Interest proposed to be Transferred, (2) the name and address of the proposed Transferee (the “Proposed ROFR Transferee”), (3) the proposed amount and form of consideration with respect to the Interest proposed to be Transferred, and (4) the other material terms and conditions of the proposed Transfer. (iii) Each Member shall have a period of 10 Business Days following receipt of the ROFR Notice (the “ROFR Period”) to exercise its Right of First Refusal and agree to purchase all or a portion of the Interest proposed to be Transferred for the price and on the terms and conditions specified in the ROFR Notice by delivering a written notice to the Managing Member (a “ROFR Purchase Notice”). Each Member that does not deliver a ROFR Purchase Notice to the Managing Member in compliance with the foregoing requirements, including the ROFR Period, will be deemed to have waived its Right of First Refusal with respect to the Interest proposed to be Transferred. (iv) If the Members as a group propose to acquire more of the Interest than is available for purchase, then each such participating Member shall have the right to propose to acquire its pro rata portion of such Interest (based on relative Sharing Percentages with respect to Fund Net Income (Loss)); provided, that the Managing Member shall not be obligated to sell any portion of the Interest proposed to be Transferred to any other Member unless the Members as a group have proposed to purchase the entire Interest...

Transfer of Members' Interests. Section 9.1.

Transfer of Members' Interests. (a) To the fullest extent permitted by law, no Member may, directly or indirectly, Transfer such Member’s Interest in the Company (other than to one or more of its Affiliates, or members of the immediate family of a Member or Affiliate, or a trust established for, or the estate of the immediate family of a Member or Affiliate) without the prior written consent of the Managing Member, which may be given or withheld in its sole discretion for any reason or no reason Notwithstanding the foregoing, any Transfer of an Interest by the Managing Member to any Affiliate whose net capital, as determined under generally accepted accounting practices (“GAAP”) is less than the net capital, as determined under GAAP of the Managing Member shall not relieve the Managing Member of its obligations under Section 10.2 of the Purchase Agreement. (b) (i) Notwithstanding anything to the contrary contained herein, to the extent the Managing Member proposes to Transfer all or a portion of its Interest in the Company to any Person other than one or more of its Affiliates (such proposed Transfer, a “Proposed ROFR Sale”), the other Members of the Company in good standing shall have a right of first refusal (“Right of First Refusal”) with respect to such Interest proposed to be Transferred.

Transfer of Members' Interests. A Member's interest in the Company may not be sold, assigned, encumbered, pledged, hypothecated, mortgaged, exchanged, given away, or in any other way disposed of or transferred, in whole or in part, voluntarily or involuntarily, by operation of law or otherwise (a "Transfer") except that a Member's interest -------- in the Company may be Transferred with the prior written consent of the Administrative Member, which may be granted or withheld in the sole discretion of the Administrative Member. Any attempted Transfer not made in accordance with the provisions of this Article IX shall be null and void.

Transfer of Members' Interests. 44 Section 9.1. Restrictions on Transfer of Company Interests 44 Section 9.2. Drag-Along Sale 44 Section 9.3. Notice of Election to Purchase 45 Section 9.4. Other Transfer Provisions 46 ARTICLE X Rights and Obligations of the Members 47 Section 10.1. Investment Opportunities 47 ARTICLE XI Miscellaneous 49

Transfer of Members' Interests. To the fullest extent permitted by law, no Member may, directly or indirectly, Transfer such Member’s Interest in the Company (other than to one or more of its Affiliates or any Family Member) without the prior written consent of both the Managing Member and S▇▇▇▇▇▇, which may be given or withheld in their sole discretion for any reason or no reason.