Transfer of Units. (i) Except as expressly provided in this Agreement, a Member may not sell, exchange, transfer, assign, pledge, hypothecate or otherwise dispose of all or any portion of any of such Member's Units or any interest therein (a "Transfer") (except for a Transfer by Internet World to any Person or by any Member to a Permitted Transferee) without the written consent of the Board, which consent may be withheld for any reason. The Company shall not register any Transfer of a Member's Units or any interest therein, and any such Transfer or registration of Transfer shall be null and void, without the written consent of the Board. An assignee who has not been admitted as a Member shall be entitled only to allocations and distributions with respect to such interest in accordance with this Agreement, and shall have no right to any information or, to the fullest extent permitted by law, accounting of the affairs of the Company, shall not be entitled to inspect the books or records of the Company and shall not have any of the rights of a Member under the Act or this Agreement, but shall otherwise assume in writing prior to such Transfer, other than a pledge (in respect of which such compliance shall be required after sale or foreclosure), all obligations of the assignor hereunder as if such assignee were the assignor; no such assignment shall be valid unless the assumption of obligations described in this sentence has been executed. Neither a Transfer of Units nor the admission of the Transferee thereof as a Member shall discharge the transferor from any obligation hereunder. (ii) The restrictions contained in this SECTION 2.6(a) shall not apply with respect to any Transfer of Units or any part thereof by any Member (a) among its Affiliates, (b) to any lender to whom a Member's Units or any part thereof are assigned or pledged pursuant to a loan agreement, (c) to any Member's spouse or children or to a trust or the trustee or 8 68 trustees of a trust directly or indirectly for the benefit of the Member's spouse, children or a charitable organization, (d) to the Member's executors, administrator, testamentary trustee, legatees or beneficiaries upon the Member's death, or (e) by gift (all such transferees shall be collectively referred to as the "Permitted Transferees"); PROVIDED, that the Permitted Transferee shall execute a counterpart of this Agreement; and PROVIDED, FURTHER that the restrictions contained in this Agreement shall continue to apply to the Units after such Transfer by reference to the original Member; and PROVIDED, FURTHER, that the transferor shall remain liable for all of its obligations under this Agreement that survive.
Appears in 3 contracts
Sources: Agreement and Plan of Merger (Mecklermedia Corp), Agreement and Plan of Merger (Penton Media Inc), Agreement and Plan of Merger (Penton Media Inc)
Transfer of Units. (i) Except Other than as expressly provided for below in this AgreementSection 8.1, a no Member may not sell, exchangeassign, transfer, assigngrant a participation in, pledge, hypothecate hypothecate, encumber or otherwise dispose of (such transaction being herein collectively called a “Transfer”) all or any portion of its Units except with the approval of the Manager, which may be granted or withheld in its sole discretion. Without the approval of the Manager (but otherwise in compliance with Section 8.1), a Member may, at any time, (a) Transfer any portion of such Member's ’s Units or pursuant to the Exchange Agreement, and (b) Transfer any interest therein (a "Transfer") (except for a Transfer by Internet World to any Person or by any Member portion of such Member’s Units to a Permitted Transferee of such Member. Any Transfer of Units to a Permitted Transferee of such Member by a Member which also holds Class B Common Stock must be accompanied by the transfer of a corresponding number of shares of Class B Common Stock (determined based upon the Exchange Rate then in effect) to such Permitted Transferee) without the written consent . Any purported Transfer of the Board, which consent may be withheld for any reason. The Company shall not register any Transfer all or a portion of a Member's ’s Units not complying with this Section 8.1 shall be void ab initio and shall not create any obligation on the part of the Company or any interest therein, and any such the other Members to recognize that purported Transfer or registration of to recognize the Person to which the Transfer purportedly was made as a Member. A Person acquiring a Member’s Units pursuant to this Section 8.1 shall not be null and void, without the written consent of the Board. An assignee who has not been admitted as a substituted or Additional Member except in accordance with the requirements of Section 8.2, but such Person shall, to the extent of the Units transferred to it, be entitled to such Member’s (i) share of Distributions, (ii) share of Profits and Losses and (iii) Capital Account in accordance with Section 3.5. Notwithstanding anything in this Section 8.1 or elsewhere in this Agreement to the contrary, if a Member Transfers all or any portion of its Units after the designation of a record date and declaration of a Distribution pursuant to Section 4.1 and before the payment date of such distribution, the transferring Member (and not the Person acquiring all or any portion of its Units) shall be entitled only to allocations and distributions with respect to receive such interest in accordance with this Agreement, and shall have no right to any information or, to the fullest extent permitted by law, accounting of the affairs of the Company, shall not be entitled to inspect the books or records of the Company and shall not have any of the rights of a Member under the Act or this Agreement, but shall otherwise assume in writing prior to such Transfer, other than a pledge (Distribution in respect of which such compliance shall be required after sale or foreclosure), all obligations of the assignor hereunder as if such assignee were the assignor; no such assignment shall be valid unless the assumption of obligations described in this sentence has been executed. Neither a Transfer of Units nor the admission of the Transferee thereof as a Member shall discharge the transferor from any obligation hereundertransferred Units.
(ii) The restrictions contained in this SECTION 2.6(a) shall not apply with respect to any Transfer of Units or any part thereof by any Member (a) among its Affiliates, (b) to any lender to whom a Member's Units or any part thereof are assigned or pledged pursuant to a loan agreement, (c) to any Member's spouse or children or to a trust or the trustee or 8 68 trustees of a trust directly or indirectly for the benefit of the Member's spouse, children or a charitable organization, (d) to the Member's executors, administrator, testamentary trustee, legatees or beneficiaries upon the Member's death, or (e) by gift (all such transferees shall be collectively referred to as the "Permitted Transferees"); PROVIDED, that the Permitted Transferee shall execute a counterpart of this Agreement; and PROVIDED, FURTHER that the restrictions contained in this Agreement shall continue to apply to the Units after such Transfer by reference to the original Member; and PROVIDED, FURTHER, that the transferor shall remain liable for all of its obligations under this Agreement that survive.
Appears in 3 contracts
Sources: Limited Liability Company Agreement (Powerschool Holdings, Inc.), Limited Liability Company Agreement (Maravai Lifesciences Holdings, Inc.), Limited Liability Company Agreement (Maravai Lifesciences Holdings, Inc.)
Transfer of Units. (i) Except Other than as expressly provided for below in this AgreementSection 9.01 or in Section 9.02, a no Member may not sell, exchangeassign, transfer, assigngrant a participation in, pledge, hypothecate hypothecate, encumber or otherwise dispose of (such transaction being herein collectively called a “Transfer”) all or any portion of its Units except with the approval of the Managing Member, which may be granted or withheld in its sole discretion. Notwithstanding the requirement to obtain the approval of the Managing Member as set forth in the immediately preceding sentence but otherwise in compliance with Sections 9.01 and 9.02, a Member, without the approval of the Managing Member, may, at any time, (i) Transfer any portion of such Member's ’s Units pursuant to the Exchange Agreement, or (ii) Transfer any interest therein (a "Transfer") (except for a Transfer by Internet World to any Person or by any Member portion of such Member’s Units to a Permitted Transferee of such Member. Any Transfer of Class B-1 Units to a Permitted Transferee of such Member must be accompanied by the transfer of an equal number of corresponding shares of Class B Common Stock to such Permitted Transferee) without the written consent . Any purported Transfer of the Board, which consent may be withheld for any reason. The Company shall not register any Transfer all or a portion of a Member's ’s Units not complying with this Section 9.01 shall be void ab initio and shall not create any obligation on the part of the Company or any interest therein, and any such the other Members to recognize that purported Transfer or registration of to recognize the Person to which the Transfer purportedly was made as a Member. A Person acquiring a Member’s Units pursuant to this Section 9.01 shall not be null and void, without the written consent of the Board. An assignee who has not been admitted as a substitute or additional Member except in accordance with the requirements of Section 9.03, but such Person shall, to the extent of the Units transferred to it, be entitled to such Member’s (i) share of distributions, (ii) share of profits and losses, including Net Profits and Net Losses, and (iii) Capital Account in accordance with Section 6.01(a). Notwithstanding anything in this Section 9.01 or elsewhere in this Agreement to the contrary, if a Member Transfers all or any portion of its Units after the designation of a record date and declaration of a distribution pursuant to Section 5.01 and before the payment date of such distribution, the transferring Member (and not the Person acquiring all or any portion of its Units) shall be entitled only to allocations and distributions with respect to receive such interest in accordance with this Agreement, and shall have no right to any information or, to the fullest extent permitted by law, accounting of the affairs of the Company, shall not be entitled to inspect the books or records of the Company and shall not have any of the rights of a Member under the Act or this Agreement, but shall otherwise assume in writing prior to such Transfer, other than a pledge (distribution in respect of which such compliance shall be required after sale or foreclosure), all obligations of the assignor hereunder as if such assignee were the assignor; no such assignment shall be valid unless the assumption of obligations described in this sentence has been executed. Neither a Transfer of Units nor the admission of the Transferee thereof as a Member shall discharge the transferor from any obligation hereundertransferred Units.
(ii) The restrictions contained in this SECTION 2.6(a) shall not apply with respect to any Transfer of Units or any part thereof by any Member (a) among its Affiliates, (b) to any lender to whom a Member's Units or any part thereof are assigned or pledged pursuant to a loan agreement, (c) to any Member's spouse or children or to a trust or the trustee or 8 68 trustees of a trust directly or indirectly for the benefit of the Member's spouse, children or a charitable organization, (d) to the Member's executors, administrator, testamentary trustee, legatees or beneficiaries upon the Member's death, or (e) by gift (all such transferees shall be collectively referred to as the "Permitted Transferees"); PROVIDED, that the Permitted Transferee shall execute a counterpart of this Agreement; and PROVIDED, FURTHER that the restrictions contained in this Agreement shall continue to apply to the Units after such Transfer by reference to the original Member; and PROVIDED, FURTHER, that the transferor shall remain liable for all of its obligations under this Agreement that survive.
Appears in 2 contracts
Sources: Limited Liability Company Agreement (MediaAlpha, Inc.), Limited Liability Company Agreement (MediaAlpha, Inc.)
Transfer of Units. (a) No Class B Member or transferee thereof shall, without the prior written consent of the Managing Member, which may be withheld in its sole discretion, create, or suffer the creation of, a Lien in such Member’s Units.
(b) The Managing Member shall not Transfer any Class A Units.
(c) No Class B Member shall Transfer, or suffer the Transfer of, such Class B Member’s Units (including by way of indirect transfer resulting from the direct or indirect transfer of control of any entity which is a Class B Member), in whole or in part, nor enter into any agreement as the result of which any Person shall become interested with such Class B Member therein except subject to Section 6.01(d), (i) with the prior written consent of the Managing Member, which may be withheld in its sole discretion, (ii) by last will and testament to: (A) spouses or lineal descendants, (B) inter vivos trusts, (C) family limited partnerships or similar entities or (D) devices for the benefit of spouses and lineal descendants, on the condition in each case that each Transferee thereof expressly acknowledges and agrees in writing that such transferred Interests (or a portion thereof) are subject to this Agreement and all of the terms and conditions hereof or (iii) pursuant to Exhibit B hereof.
(d) Except with the written consent of the Managing Member, no Transfer of a Unit shall be permitted (and, if attempted, shall be void ab initio) if, in the determination of the Managing Member,
(1) such Transfer is made to any Person who lacks the legal right, power or capacity to own such Unit;
(2) such Transfer would require the registration of such transferred Unit or of any class of Unit pursuant to any applicable United States federal or state securities laws (including, without limitation, the Securities Act or the Exchange Act) or other foreign securities laws or would constitute a non-exempt distribution pursuant to applicable state securities laws;
(3) to the extent requested by the Managing Member, the Company does not receive such legal and/or tax opinions and written instruments (including, without limitation, copies of any instruments of Transfer and such Assignee’s consent to be bound by this Agreement as expressly provided an Assignee) that are in this a form satisfactory to the Managing Member, as determined in the Managing Member’s sole discretion;
(4) such a Transfer would pose a material risk that the Company would be a “publicly traded partnership” as defined in Section 7704 of the Code;
(5) such Transfer would result in 50 percent or more of the Company’s total “partnership interests” having been “sold or exchanged” in any 12 month period (within the meaning of Section 708(b)(1)(B) of the Code) and the resulting termination of the Company pursuant to Section 708(b)(1)(B) would, in the determination of the Managing Member, have a more than immaterial adverse effect on the Company or the Members; or
(6) in the case of a Class B Unit, such transfer shall have been made in accordance with the Class B Stockholders Agreement.
(e) Notwithstanding Section 6.02(b), (i) at any time prior to or following a Transfer of Class B Units by a Class B Member, the transferring Class B Member, the transferee and the Managing Member may not sellagree in writing, exchangein the sole discretion of each such Person, transfer, assign, pledge, hypothecate or otherwise dispose of that all or any portion of any of the Class B Units that may be forfeited by a Permitted Transferee pursuant to Section 6.02(b) shall instead be forfeited by the Employee Member that transferred such Member's Units or any interest therein Class B Units; and (a "Transfer"ii) (except for a Transfer by Internet World with respect to any Person or Class B Units transferred by any an Employee Member to a Permitted Transferee) without the written consent of the Board, which consent may be withheld for any reason. The Company shall not register any Transfer of a Member's Units or any interest therein, and any such Transfer or registration of Transfer shall be null and void, without the written consent of the Board. An assignee who has not been admitted as a Member shall be entitled only to allocations and distributions with respect to such interest in accordance with this Agreement, and shall have no right to any information or, Transferee prior to the fullest extent permitted by lawdate hereof, accounting of the affairs of the Company, such Class B Units shall not be entitled subject to inspect forfeiture by such Permitted Transferee and such Employee Member shall instead forfeit an additional number of Class B Units equal to the books or records number of Class B Units that otherwise would have been forfeited by such Permitted Transferees pursuant to Section 6.02(b) (for example, if an Ordinary Employee Member transferred twenty (20) Class B Units to a Permitted Transferee prior to the date hereof, retained eighty (80) Class B Units and thereafter breached Section 5.07 during the term of his employment, such Ordinary Employee Member shall forfeit twenty five (25) Class B Units and such Permitted Transferee shall not forfeit any Class B Units).
(f) Any purported Transfer of Units not in compliance with this Section 6.01 shall be void and shall not create any obligation of the party of the Company and shall not have any of the rights of a Member under the Act or this Agreement, but shall otherwise assume in writing prior its Members to recognize such Transfer, other than a pledge (in respect of which such compliance shall be required after sale or foreclosure), all obligations of the assignor hereunder as if such assignee were the assignor; no such assignment shall be valid unless the assumption of obligations described in this sentence has been executed. Neither a Transfer of Units nor the admission of the Transferee thereof as a Member shall discharge the transferor from any obligation hereunder.
(ii) The restrictions contained in this SECTION 2.6(a) shall not apply with respect to any Transfer of Units or any part thereof by any Member (a) among its Affiliates, (b) to any lender to whom a Member's Units or any part thereof are assigned or pledged pursuant to a loan agreement, (c) to any Member's spouse or children or to a trust or the trustee or 8 68 trustees of a trust directly or indirectly for the benefit of the Member's spouse, children or a charitable organization, (d) to the Member's executors, administrator, testamentary trustee, legatees or beneficiaries upon the Member's death, or (e) by gift (all such transferees shall be collectively referred to as the "Permitted Transferees"); PROVIDED, that the Permitted Transferee shall execute a counterpart of this Agreement; and PROVIDED, FURTHER that the restrictions contained in this Agreement shall continue to apply to the Units after such Transfer by reference to the original Member; and PROVIDED, FURTHER, that the transferor shall remain liable for all of its obligations under this Agreement that survive.
Appears in 2 contracts
Sources: Operating Agreement (Pzena Investment Management, Inc.), Operating Agreement (Pzena Investment Management, Inc.)
Transfer of Units. Other than as provided for below in this Section 8.1, no Member may sell, assign, transfer, grant a participation in, pledge, hypothecate, encumber or otherwise dispose of (such transaction being herein collectively called a “Transfer”) all or any portion of its Units except with the approval of the Board, which may be granted or withheld in its sole discretion. Without the approval of the Board (but otherwise in compliance with Section 8.1), a Member may, at any time, (a) Transfer any portion of such Member’s Units pursuant to Article IX, and (b) Transfer any portion of such Member’s Units to a Permitted Transferee of such Member. Any Transfer of Units to a Permitted Transferee of such Member by a Member which also holds Class B Common Stock must be accompanied by the transfer of a corresponding number of shares of Class B Common Stock (determined based upon the Exchange Rate then in effect) to such Permitted Transferee. Any purported Transfer of all or a portion of a Member’s Units not complying with this Section 8.1 shall be void and shall not create any obligation on the part of the Company or the other Members to recognize that purported Transfer or to recognize the Person to which the Transfer purportedly was made as a Member. A Person acquiring a Member’s Units pursuant to this Section 8.1 shall not be admitted as a Substituted Member or an Additional Member except in accordance with the requirements of Section 8.2, but such Person shall, to the extent of the Units transferred to it, be entitled to such Member’s (i) Except share of Distributions, (ii) share of Profits and Losses and (iii) Capital Account in accordance with Section 3.5. Notwithstanding anything in this Section 8.1 or elsewhere in this Agreement to the contrary, if a Member Transfers all or any portion of its Units after the designation of a record date and declaration of a Distribution pursuant to Section 4.1 and before the payment date of such distribution, the transferring Member (and not the Person acquiring all or any portion of its Units) shall be entitled to receive such Distribution in respect of such transferred Units. Notwithstanding the foregoing, except as expressly otherwise provided in this Agreement, a Member including in Sections 3.2, 3.3 and 3.13 and Article IX, Vivid Seats may not sell, exchange, transfer, assign, pledge, hypothecate or otherwise dispose of Transfer all or any portion part of any of such Member's its Units or any interest therein (a "Transfer") (except for a Transfer by Internet World to any Person or by any Member to a Permitted Transferee) without the written consent of the Board, which consent may be withheld for any reason. The Company shall not register any Transfer of Members (other than Vivid Seats) holding at least a Member's Units or any interest therein, and any such Transfer or registration of Transfer shall be null and void, without the written consent majority of the Board. An assignee who has not been admitted as a Member shall be entitled only to allocations aggregate Common Units then outstanding and distributions with respect to held by such interest in accordance with this Agreement, and shall have no right to any information or, to the fullest extent permitted by law, accounting of the affairs of the Company, shall not be entitled to inspect the books or records of the Company and shall not have any of the rights of a Member under the Act or this Agreement, but shall otherwise assume in writing prior to such Transfer, other than a pledge (in respect of which such compliance shall be required after sale or foreclosure), all obligations of the assignor hereunder as if such assignee were the assignor; no such assignment shall be valid unless the assumption of obligations described in this sentence has been executed. Neither a Transfer of Units nor the admission of the Transferee thereof as a Member shall discharge the transferor from any obligation hereunderMembers.
(ii) The restrictions contained in this SECTION 2.6(a) shall not apply with respect to any Transfer of Units or any part thereof by any Member (a) among its Affiliates, (b) to any lender to whom a Member's Units or any part thereof are assigned or pledged pursuant to a loan agreement, (c) to any Member's spouse or children or to a trust or the trustee or 8 68 trustees of a trust directly or indirectly for the benefit of the Member's spouse, children or a charitable organization, (d) to the Member's executors, administrator, testamentary trustee, legatees or beneficiaries upon the Member's death, or (e) by gift (all such transferees shall be collectively referred to as the "Permitted Transferees"); PROVIDED, that the Permitted Transferee shall execute a counterpart of this Agreement; and PROVIDED, FURTHER that the restrictions contained in this Agreement shall continue to apply to the Units after such Transfer by reference to the original Member; and PROVIDED, FURTHER, that the transferor shall remain liable for all of its obligations under this Agreement that survive.
Appears in 2 contracts
Sources: Limited Liability Company Agreement (Vivid Seats Inc.), Transaction Agreement (Horizon Acquisition Corp)
Transfer of Units. (i) Except Other than as expressly provided for below in this AgreementSection 8.1, a no Member may not sell, exchangeassign, transfer, assigngrant a participation in, pledge, hypothecate hypothecate, encumber or otherwise dispose of (such transaction being herein collectively called a “Transfer”) all or any portion of its Units except with the approval of the Managing Member, which may be granted or withheld in its sole discretion. Without the approval of the Managing Member (but otherwise in compliance with Section 8.1), a Member may, at any time, (a) Transfer any portion of such Member's ’s Units or pursuant to the Exchange Agreement, (b) Transfer any interest therein (a "Transfer") (except for a Transfer by Internet World to any Person or by any Member portion of such Member’s Units to a Permitted Transferee) without the written consent Transferee of the Board, which consent may be withheld for any reason. The Company shall not register any Transfer of a such Member's Units or any interest therein, and any such Transfer or registration of Transfer shall be null and void, without (c) consummate a transaction that terminates the written consent of the Board. An assignee who has not been admitted as a Member shall be entitled only to allocations and distributions with respect to such interest in accordance with this Agreement, and shall have no right to any information or, to the fullest extent permitted by law, accounting of the affairs of the Company, shall not be entitled to inspect the books or records of the Company and shall not have any of the rights existence of a Member for income tax purposes but does not terminate the existence of such Member under the Act or this Agreementapplicable state law; provided, but shall otherwise assume in writing prior however, that (i) such transfer restrictions will continue to apply to such Units after any such permitted Transfer, other than a pledge (in respect of which such compliance shall be required after sale or foreclosure), all obligations of the assignor hereunder as if such assignee were the assignor; no such assignment shall be valid unless the assumption of obligations described in this sentence has been executed. Neither a Transfer of Units nor the admission of the Transferee thereof as a Member shall discharge the transferor from any obligation hereunder.
(ii) The restrictions contained transferees must agree in writing to be bound by the provisions of the Exchange Agreement and this SECTION 2.6(aAgreement (as in effect at such time, together with any amendments hereto), and (iii) shall not apply with respect to any Transfer of Units to a Permitted Transferee of such Member by a Member which also holds Class B Common Stock must be accompanied by the transfer of a corresponding number of shares of Class B Common Stock (determined based upon the Exchange Rate then in effect) to such Permitted Transferee. Any purported Transfer of all or a portion of a Member’s Units not complying with this Section 8.1 shall be void ab initio and shall not create any obligation on the part thereof by any of the Company or the other Members to recognize that purported Transfer or to recognize the Person to which the Transfer purportedly was made as a Member. A Person acquiring a Member’s Units pursuant to this Section 8.1 shall not be admitted as a substituted or Additional Member except in accordance with the requirements of Section 8.2, but such Person shall, to the extent of the Units transferred to it, be entitled to such Member’s (ai) among its Affiliatesshare of Distributions, (bii) to any lender to whom a Member's Units share of Profits and Losses and (iii) Capital Account in accordance with Section 3.5. Notwithstanding anything in this Section 8.1 or any part thereof are assigned or pledged pursuant to a loan agreement, (c) to any Member's spouse or children or to a trust or the trustee or 8 68 trustees of a trust directly or indirectly for the benefit of the Member's spouse, children or a charitable organization, (d) to the Member's executors, administrator, testamentary trustee, legatees or beneficiaries upon the Member's death, or (e) by gift (all such transferees shall be collectively referred to as the "Permitted Transferees"); PROVIDED, that the Permitted Transferee shall execute a counterpart of this Agreement; and PROVIDED, FURTHER that the restrictions contained elsewhere in this Agreement shall continue to apply to the contrary, if a Member Transfers all or any portion of its Units after the designation of a record date and declaration of a Distribution pursuant to Section 4.1 and before the payment date of such Transfer by reference to distribution, the original Member; transferring Member (and PROVIDED, FURTHER, that not the transferor shall remain liable for Person acquiring all or any portion of its obligations under this Agreement that surviveUnits) shall be entitled to receive such Distribution in respect of such transferred Units.
Appears in 2 contracts
Sources: Limited Liability Company Agreement (Real Good Food Company, Inc.), Limited Liability Company Agreement (Real Good Food Company, Inc.)
Transfer of Units. (a) Units may be Transferred only (i) Except as expressly provided in this Agreementby operation of law pursuant to the death, a Member may not selldivorce, exchangebankruptcy, transferinsolvency, assign, pledge, hypothecate dissolution or otherwise dispose adjudication of all or any portion of any incompetency of such Member's Units Member or any interest therein (a "Transfer"ii) (except for a Transfer by Internet World to any Person or by any Member to a Permitted Transferee) without with the written consent of the Board, Board of Managers (which consent may be withheld for in its sole discretion). In no event, however, will any reason. The Company shall not register any Transfer of a Member's Units transferee or any interest therein, and any such Transfer or registration of Transfer shall assignee be null and void, without the written consent of the Board. An assignee who has not been admitted as a Member shall without the consent of the Board of Managers (or its delegate) which may be entitled only to allocations and distributions with respect to such interest withheld in its (or its delegate's) sole discretion. Any pledge, transfer, or assignment not made in accordance with this Section 4.4 shall be void.
(b) The Board of Managers may not consent to a Transfer of all or any Units held by a Member unless: (i) the transferee benefiting from such Transfer is a person whom the Company believes is an Eligible Investor, as such term is defined in the Company's prospectus; and (ii) all Units held by a Member are Transferred to a single transferee or, after the Transfer of a portion of Units held by a Member, the value of the Units held by each of the transferee and transferor is not less than $50,000 (or $25,000 in the case of Members who are employees of the Adviser or distributor of the Company and their affiliates, and members of their immediate families, and in the sole discretion of the Adviser, as applicable, Managers, attorneys and other people engaged on behalf of the Company and members of their immediate families), or such lesser amount as may be established by the Board of Managers. Any transferee that acquires Units by operation of law as the result of the death, divorce, bankruptcy, insolvency, dissolution or adjudication of incompetency of a Member or otherwise, shall be entitled to the rights of repurchase and of dividends or other distributions attaching to such Units and to Transfer such Units in accordance with the terms of this Agreement, and shall have no right to any information or, to the fullest extent permitted by law, accounting of the affairs of the Company, but shall not be entitled to inspect the books or records of the Company and shall not have any of the other rights of a Member under unless and until such transferee becomes a substituted Member. If a Member transfers Units with the Act or this Agreementapproval of the Board of Managers, but the Board of Managers shall otherwise assume promptly take all necessary actions so that such transferee is admitted to the Company as a Member. Each Member effecting a Transfer and each transferee agree to pay all expenses, including attorneys' and accountants' fees, incurred by the Company in writing prior to connection with such Transfer, other than a pledge (in respect of which such compliance shall be required after sale or foreclosure), all obligations of the assignor hereunder as if such assignee were the assignor; no such assignment shall be valid unless the assumption of obligations described in this sentence has been executed. Neither a Transfer of Units nor the admission of the Transferee thereof as a Member shall discharge the transferor from any obligation hereunder.
(c) Each Member shall indemnify and hold harmless the Company, the Managers, the Adviser, each other Member and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs and expenses or any judgments, fines and amounts paid in settlement), joint or several, to which such persons may become subject by reason of or arising from (i) any Transfer made by such Member in violation of this Section 4.4 and (ii) The restrictions contained in this SECTION 2.6(a) shall not apply with respect to any Transfer of Units or any part thereof misrepresentation by any such Member (a) among its Affiliates, (b) to any lender to whom a or such Member's Units or transferee) in connection with any part thereof are assigned or pledged pursuant to a loan agreement, (c) to any Member's spouse or children or to a trust or the trustee or 8 68 trustees of a trust directly or indirectly for the benefit of the Member's spouse, children or a charitable organization, (d) to the Member's executors, administrator, testamentary trustee, legatees or beneficiaries upon the Member's death, or (e) by gift (all such transferees shall be collectively referred to as the "Permitted Transferees"); PROVIDED, that the Permitted Transferee shall execute a counterpart of this Agreement; and PROVIDED, FURTHER that the restrictions contained in this Agreement shall continue to apply to the Units after such Transfer by reference to the original Member; and PROVIDED, FURTHER, that the transferor shall remain liable for all of its obligations under this Agreement that surviveTransfer.
Appears in 2 contracts
Sources: Limited Liability Company Agreement (Old Mutual Absolute Return Institutional Fund, LLC), Limited Liability Company Agreement (Old Mutual Emerging Managers Institutional Fund, LLC)
Transfer of Units. (a) Units may be Transferred only (i) Except as expressly provided in this Agreementby operation of law pursuant to the death, a Member may not sellbankruptcy, exchange, transfer, assign, pledge, hypothecate insolvency or otherwise dispose of all or any portion of any dissolution of such Member's Units Member or any interest therein (a "Transfer"ii) (except for a Transfer by Internet World to any Person or by any Member to a Permitted Transferee) without with the written consent of the Board, Board (which consent may be withheld for in its sole and absolute discretion).
(b) If any reason. The Company shall transferee does not register meet any Transfer investor eligibility requirements established by the Fund from time to time, or if the neither the Board nor the Adviser consents to a Transfer, the Fund reserves the right to repurchase the transferred Units from the Member’s successor pursuant to Section 4.03.
(c) Any transferee that acquires Units by operation of law as the result of the death, divorce, bankruptcy, insolvency, dissolution or adjudication of incompetency of a Member's Units Member or any interest thereinotherwise, and any such Transfer or registration of Transfer shall be null and void, without the written consent of the Board. An assignee who has not been admitted as a Member shall be entitled only to allocations the right to tender such Units for repurchase by the Fund in connection with an offer to purchase such Units made by the Fund (provided that the Fund need not make any such offer) and shall be entitled to receive any dividend and other distributions paid by the Fund with respect to such interest in accordance with this AgreementUnits, and shall have no right to any information or, to the fullest extent permitted by law, accounting of the affairs of the Company, but shall not be entitled to inspect the books or records of the Company and shall not have any of the other rights of a Member under the Act unless and until such transferee becomes a substituted Member. In no event, however, will any transferee or this Agreement, but shall otherwise assume in writing prior to such Transfer, other than a pledge (in respect of which such compliance shall assignee be required after sale or foreclosure), all obligations of the assignor hereunder as if such assignee were the assignor; no such assignment shall be valid unless the assumption of obligations described in this sentence has been executed. Neither a Transfer of Units nor the admission of the Transferee thereof admitted as a Member shall discharge without the transferor from any obligation hereunder.
(ii) The restrictions contained in this SECTION 2.6(a) shall not apply with respect to any Transfer consent of Units or any part thereof by any Member (a) among its Affiliates, (b) to any lender to whom a Member's Units or any part thereof are assigned or pledged pursuant to a loan agreement, (c) to any Member's spouse or children or to a trust the Board or the trustee or 8 68 trustees of a trust directly or indirectly for the benefit of the Member's spouse, children Adviser (or a charitable organizationdelegate of either of them), which may be withheld in each of its (dor each delegate’s) sole discretion. The admission to the Member's executors, administrator, testamentary trustee, legatees Fund of any transferee or beneficiaries successor as a substituted Member shall be effective upon such consent and the Member's deathexecution and delivery by, or (e) by gift (all on behalf of, such transferees shall be collectively referred to as the "Permitted Transferees"); PROVIDED, that the Permitted Transferee shall execute substituted Member of either a counterpart of this Agreement or an instrument that constitutes the execution and delivery of this Agreement; , without the consent of any other Person.
(d) Any pledge, transfer or assignment not made in accordance with this Section 4.02 shall be void.
(e) Each transferring Member and PROVIDEDtransferee agrees to pay all expenses, FURTHER that including attorneys’ and accountants’ fees, incurred by the restrictions contained Fund in this Agreement connection with such Transfer. Upon the Transfer to another Person or Persons of a Member’s Units, such transferring Member shall continue cease to apply be a member of the Fund with respect to such Units. Unless prohibited by applicable law (and then only to the Units after extent so prohibited) each transferring Member shall indemnify and hold harmless the Fund, the Adviser, the Managers, the officers of the Fund, each other Member and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs and expenses or any judgments, fines and amounts paid in settlement), joint or several, to which such Persons may become subject by reason of or arising from (i) any Transfer made by reference to the original such Member in violation of this Section 4.02 and (ii) any misrepresentation by such Member (or such Member; and PROVIDED, FURTHER, that the transferor shall remain liable for all of its obligations under this Agreement that survive’s transferee) in connection with any such Transfer.
Appears in 2 contracts
Sources: Limited Liability Company Operating Agreement (SVX LLC), Limited Liability Company Operating Agreement (Silicon Valley Access Fund LLC)
Transfer of Units. (a) Units may be Transferred only (i) Except as expressly provided in this Agreementby operation of law pursuant to the death, a Member may not sellbankruptcy, exchange, transfer, assign, pledge, hypothecate insolvency or otherwise dispose of all or any portion of any dissolution of such Member's Units Member or any interest therein (a "Transfer"ii) (except for a Transfer by Internet World to any Person or by any Member to a Permitted Transferee) without with the written consent of the Board, Board or the Sponsor (which consent may be withheld for in each of its sole and absolute discretion).
(b) If any reason. The Company shall transferee does not register meet any Transfer investor eligibility requirements established by the Fund from time to time, or if neither the Board nor the Sponsor consents to a Transfer, the Fund reserves the right to repurchase the transferred Units from the Member’s successor pursuant to Section 4.4.
(c) Any transferee that acquires Units by operation of law as the result of the death, divorce, bankruptcy, insolvency, dissolution or adjudication of incompetency of a Member's Units Member or any interest thereinotherwise, and any such Transfer or registration of Transfer shall be null and void, without the written consent of the Board. An assignee who has not been admitted as a Member shall be entitled only to allocations the right to tender such Units for repurchase by the Fund in connection with an offer to purchase such Units made by the Fund (provided that the Fund need not make any such offer) and shall be entitled to receive any dividend and other distributions paid by the Fund with respect to such interest in accordance with this AgreementUnits, and shall have no right to any information or, to the fullest extent permitted by law, accounting of the affairs of the Company, but shall not be entitled to inspect the books or records of the Company and shall not have any of the other rights of a Member under the Act unless and until such transferee becomes a substituted Member. In no event, however, will any transferee or this Agreement, but shall otherwise assume in writing prior to such Transfer, other than a pledge (in respect of which such compliance shall assignee be required after sale or foreclosure), all obligations of the assignor hereunder as if such assignee were the assignor; no such assignment shall be valid unless the assumption of obligations described in this sentence has been executed. Neither a Transfer of Units nor the admission of the Transferee thereof admitted as a Member shall discharge without the transferor from any obligation hereunder.
(ii) The restrictions contained in this SECTION 2.6(a) shall not apply with respect to any Transfer consent of Units or any part thereof by any Member (a) among its Affiliates, (b) to any lender to whom a Member's Units or any part thereof are assigned or pledged pursuant to a loan agreement, (c) to any Member's spouse or children or to a trust the Board or the trustee or 8 68 trustees of a trust directly or indirectly for the benefit of the Member's spouse, children Sponsor (or a charitable organizationdelegate of either of them), which may be withheld in each of its (dor each delegate’s) sole discretion. The admission to the Member's executors, administrator, testamentary trustee, legatees Fund of any transferee or beneficiaries successor as a substituted Member shall be effective upon such consent and the Member's deathexecution and delivery by, or (e) by gift (all on behalf of, such transferees shall be collectively referred to as the "Permitted Transferees"); PROVIDED, that the Permitted Transferee shall execute substituted Member of either a counterpart of this Agreement or an instrument that constitutes the execution and delivery of this Agreement; , without the consent of any other Person.
(d) Any pledge, transfer, or assignment not made in accordance with this Section 4.3 shall be void.
(e) Each transferring Member and PROVIDEDtransferee agrees to pay all expenses, FURTHER that including attorneys’ and accountants’ fees, incurred by the restrictions contained Fund in this Agreement connection with such Transfer. Upon the Transfer to another Person or Persons of a Member’s Units, such transferring Member shall continue cease to apply be a member of the Fund with respect to such Units. Unless prohibited by applicable law (and then only to the Units after extent so prohibited) each transferring Member shall indemnify and hold harmless the Fund, the Sponsor, the Adviser, the Directors, the officers of the Fund, each other Member, and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs and expenses or any judgments, fines and amounts paid in settlement), joint or several, to which such Persons may become subject by reason of or arising from (i) any Transfer made by reference to the original such Member in violation of this Section 4.3 and (ii) any misrepresentation by such Member (or such Member; and PROVIDED, FURTHER, that the transferor shall remain liable for all of its obligations under this Agreement that survive’s transferee) in connection with any such Transfer.
Appears in 2 contracts
Sources: Limited Liability Company Agreement (AMG Pantheon Private Equity Master Fund, LLC), Limited Liability Company Agreement (AMG Pantheon Private Equity Master Fund, LLC)
Transfer of Units. (a) Units may be Transferred only (i) Except as expressly provided in this Agreementby operation of law pursuant to the death, a Member may not selldivorce, exchangebankruptcy, transferinsolvency, assign, pledge, hypothecate dissolution or otherwise dispose adjudication of all or any portion of any incompetency of such Member's Units Member or any interest therein (a "Transfer"ii) (except for a Transfer by Internet World to any Person or by any Member to a Permitted Transferee) without with the written consent of the Board, Board of Managers (which consent may be withheld for in its sole discretion). In no event, however, will any reason. The Company shall not register any Transfer of a Member's Units transferee or any interest therein, and any such Transfer or registration of Transfer shall assignee be null and void, without the written consent of the Board. An assignee who has not been admitted as a Member shall without the consent of the Board of Managers (or its delegate) which may be entitled only to allocations and distributions with respect to such interest withheld in its (or its delegate's) sole discretion. Any pledge, transfer, or assignment not made in accordance with this Section 4.4 shall be void.
(b) The Board of Managers may not consent to a Transfer of all or any Units held by a Member unless: (i) the transferee benefiting from such Transfer is a person whom the Company believes is an accredited investor, as such term is defined in Regulation D under the Securities Act of 1933 or any successor thereto; and (ii) all Units held by a Member are Transferred to a single transferee or, after the Transfer of a portion of Units held by a Member, the value of the Units held by each of the transferee and transferor is not less than $50,000 (or $25,000 in the case of Members who are employees of the Adviser or distributor of the Company and their affiliates, and members of their immediate families, and in the sole discretion of the Adviser, as applicable, Managers, attorneys and other people engaged on behalf of the Company and members of their immediate families), or such lesser amount as may be established by the Board of Managers. Any transferee that acquires Units by operation of law as the result of the death, divorce, bankruptcy, insolvency, dissolution or adjudication of incompetency of a Member or otherwise, shall be entitled to the rights of repurchase and of dividends or other distributions attaching to such Units and to Transfer such Units in accordance with the terms of this Agreement, and shall have no right to any information or, to the fullest extent permitted by law, accounting of the affairs of the Company, but shall not be entitled to inspect the books or records of the Company and shall not have any of the other rights of a Member under unless and until such transferee becomes a substituted Member. If a Member transfers Units with the Act or this Agreementapproval of the Board of Managers, but the Board of Managers shall otherwise assume promptly take all necessary actions so that such transferee is admitted to the Company as a Member. Each Member effecting a Transfer and each transferee agree to pay all expenses, including attorneys' and accountants' fees, incurred by the Company in writing prior to connection with such Transfer, other than a pledge (in respect of which such compliance shall be required after sale or foreclosure), all obligations of the assignor hereunder as if such assignee were the assignor; no such assignment shall be valid unless the assumption of obligations described in this sentence has been executed. Neither a Transfer of Units nor the admission of the Transferee thereof as a Member shall discharge the transferor from any obligation hereunder.
(c) Each Member shall indemnify and hold harmless the Company, the Managers, the Adviser, each other Member and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs and expenses or any judgments, fines and amounts paid in settlement), joint or several, to which such persons may become subject by reason of or arising from (i) any Transfer made by such Member in violation of this Section 4.4 and (ii) The restrictions contained in this SECTION 2.6(a) shall not apply with respect to any Transfer of Units or any part thereof misrepresentation by any such Member (a) among its Affiliates, (b) to any lender to whom a or such Member's Units or transferee) in connection with any part thereof are assigned or pledged pursuant to a loan agreement, (c) to any Member's spouse or children or to a trust or the trustee or 8 68 trustees of a trust directly or indirectly for the benefit of the Member's spouse, children or a charitable organization, (d) to the Member's executors, administrator, testamentary trustee, legatees or beneficiaries upon the Member's death, or (e) by gift (all such transferees shall be collectively referred to as the "Permitted Transferees"); PROVIDED, that the Permitted Transferee shall execute a counterpart of this Agreement; and PROVIDED, FURTHER that the restrictions contained in this Agreement shall continue to apply to the Units after such Transfer by reference to the original Member; and PROVIDED, FURTHER, that the transferor shall remain liable for all of its obligations under this Agreement that surviveTransfer.
Appears in 2 contracts
Sources: Limited Liability Company Agreement (Old Mutual Absolute Return Fund, L.L.C.), Limited Liability Company Agreement (Old Mutual Emerging Managers Fund, L.L.C.)
Transfer of Units. (a) Subject to the other provisions set forth in this Agreement, any Member may Transfer its Units; provided that prior to the Sandpiper Project In-Service Date, no Member shall Transfer any of its Units without the consent of the other Member unless such Transfer is (i) Except as expressly to a Wholly-Owned Affiliate of such Member or (ii) in connection with a Company Sale; and provided further, if such Member does not Transfer all of its Units pursuant to such Transfer, it must Transfer 10% or more of the outstanding class of Units being transferred pursuant to such Transfer. Any attempted Transfer of Units other than in compliance with this Agreement (including a Transfer not in compliance with the foregoing provisos) shall be null and void and of no force or effect. Any Member that Transfers any of its Units shall promptly provide written notice thereof to the Company and to the other Member. Notwithstanding anything to the contrary in this Agreement, a Member may not selland its Affiliates to which any Units have been Transferred shall collectively be entitled to the rights and subject to the obligations of such Member pursuant to this Agreement and, exchangefor all purposes of this Agreement (including the determination of such Member’s applicable Class A Percentage Interest or Class B Percentage Interest (as applicable) and its entitlement to designate Managers pursuant to Section 8.02(a) and the determination of the Total Votes of such Member and its Affiliates pursuant to Section 8.03(a)), transfersuch Member and such Affiliates shall be deemed to be, assignand shall be treated as, pledgeone and the same Member.
(b) A transferring Member shall, hypothecate or otherwise dispose of all or any notwithstanding the Transfer, be liable to the Company and the other Member for its obligation to fund in accordance with Section 5.02 its portion of any contributions required to be made pursuant to any Call Notice delivered pursuant to Section 5.02, in each case, accrued under this Agreement on or prior to the effective date of such Member's Units or any interest therein (a "Transfer") (except for a Transfer by Internet World to any Person or by any Member to a Permitted Transferee) without the written consent of the Board, which consent may be withheld for any reason. The Company shall not register any Transfer of a Member's Units or any interest therein, and any such Transfer or registration of Transfer but shall be null and void, without the written consent of the Board. An assignee who has not been admitted as a Member shall be entitled only to allocations and distributions released from any other obligations thereafter accruing under this Agreement with respect to such interest its Units being Transferred, except in accordance with this Agreementthe case where the Transfer at issue is made to an Affiliate, and shall have no right to any information or, to in which case the fullest extent permitted by law, accounting of the affairs of the Company, shall not be entitled to inspect the books or records of the Company and shall not have any of the rights of a transferring Member under the Act or this Agreement, but shall otherwise assume in writing prior to such Transfer, other than a pledge (in respect of which such compliance shall be required after sale or foreclosure), all obligations of the assignor hereunder as if such assignee were the assignor; no such assignment shall be valid unless the assumption of obligations described in this sentence has been executed. Neither a Transfer of Units nor the admission of the Transferee thereof as a Member shall discharge the transferor from any obligation hereunder.
(ii) The restrictions contained in this SECTION 2.6(a) shall not apply with respect to any Transfer of Units or any part thereof by any Member (a) among its Affiliates, (b) to any lender to whom a Member's Units or any part thereof are assigned or pledged pursuant to a loan agreement, (c) to any Member's spouse or children or to a trust or the trustee or 8 68 trustees of a trust directly or indirectly for the benefit of the Member's spouse, children or a charitable organization, (d) to the Member's executors, administrator, testamentary trustee, legatees or beneficiaries upon the Member's death, or (e) by gift (all such transferees shall be collectively referred to as the "Permitted Transferees"); PROVIDED, that the Permitted Transferee shall execute a counterpart of this Agreement; and PROVIDED, FURTHER that the restrictions contained in this Agreement shall continue to apply to the Units after such Transfer by reference to the original Member; and PROVIDED, FURTHER, that the transferor shall remain liable for all such obligations. In addition to the foregoing, each transferring Member shall, notwithstanding the Transfer, be entitled to any distributions made by the Company pursuant to this Agreement to the extent the same were accrued on or prior to the effective date of such Transfer.
(c) If, following any Transfer of Units by a Member, neither such Member nor any of its obligations Affiliates holds any Units, then any Affiliate of such Member (or such Member, as applicable) then serving as Operator under the Operating and Construction Management Agreement shall be subject to removal from such position pursuant to the terms of Section 2.3.2(d) thereof.
(d) Each Member that is an entity that was formed for the sole or principal purpose of directly or indirectly acquiring Units or an entity whose principal asset is its Units, or direct or indirect interests in Units, agrees that it will not permit dispositions of Equity Interests in such Member in a single transaction or series of related transactions if such dispositions collectively would result in Equity Interests in such Member being owned or Controlled by a Person or Persons that do not own or Control Equity Interests in such Member as of the date that such Member became a Member; provided, however, that, notwithstanding anything to the contrary in this Agreement, (i) the Equity Interests of Williston may be Transferred to any of its Wholly-Owned Affiliates or any Subsidiary of MPLX LP without restriction and without any breach or violation of this Agreement and (ii) in furtherance of the foregoing, the Company and the Members acknowledge and agree that survivenone of the rights and obligations set forth in this Article XIII shall apply to any such Transfer.
Appears in 1 contract
Sources: Limited Liability Company Agreement (Enbridge Energy Partners Lp)
Transfer of Units. (ia) Except as expressly provided in this Agreementpursuant to a Drag-Along Transaction, a Member no Person may not sell, exchange, transfer, assign, pledge, hypothecate or otherwise dispose of Transfer all or any portion of any of such Member's Units or any interest therein or rights in the CARET Units (other than those held directly or indirectly by SAFE) unless the following conditions (“Conditions of Transfer”) are satisfied (or waived by the Managing Member):
(i) Until the earlier of (i) a "Transfer"Liquidity Transaction and (ii) the second anniversary of the date hereof (except for which period shall be extended if at the expiration of such period the Company is actively pursuing a Liquidity Transaction through the date of the consummation or failure of such Liquidity Transaction, not to exceed six (6) months), no Person shall Transfer any CARET Unit (other than any CARET Unit held directly or indirectly by Internet World to any Person SAFE or by any Member its controlled Affiliates) other than pursuant to a Permitted Transferee) Transfer without the written consent of the Board, which consent may be withheld for any reason. The Company shall not register any Transfer of a Member's Units or any interest therein, and any such Transfer or registration of Transfer shall be null and void, without the written consent of the Board. An assignee who has not been admitted as a Member shall be entitled only to allocations and distributions with respect to such interest in accordance with this Agreement, and shall have no right to any information or, to the fullest extent permitted by law, accounting of the affairs of the Company, shall not be entitled to inspect the books or records of the Company and shall not have any of the rights of a Member under the Act or this Agreement, but shall otherwise assume in writing prior to such Transfer, other than a pledge (in respect of which such compliance shall be required after sale or foreclosure), all obligations of the assignor hereunder as if such assignee were the assignor; no such assignment shall be valid unless the assumption of obligations described in this sentence has been executed. Neither a Transfer of Units nor the admission of the Transferee thereof as a Member shall discharge the transferor from any obligation hereunderSAFE.
(ii) Such Transfer is made only to a Qualified Transferee.
(iii) The restrictions contained transferee in such Transfer assumes by express agreement all of the obligations of the transferor Member under this SECTION 2.6(a) shall not apply Agreement with respect to any such Transferred Units; provided, that no such Transfer of Units or any part thereof by any Member (a) among its Affiliates, (b) to any lender to whom a Member's Units or any part thereof are assigned or pledged unless made pursuant to a loan agreement, (c) to any Member's spouse statutory merger or children or to a trust or the trustee or 8 68 trustees of a trust directly or indirectly for the benefit consolidation wherein all obligations and liabilities of the Member's spouse, children or transferor Member are assumed by a charitable organization, (dsuccessor entity by operation of law) to the Member's executors, administrator, testamentary trustee, legatees or beneficiaries upon the Member's death, or (e) by gift (all such transferees shall be collectively referred to as the "Permitted Transferees"); PROVIDED, that the Permitted Transferee shall execute a counterpart of this Agreement; and PROVIDED, FURTHER that the restrictions contained in this Agreement shall continue to apply to the Units after such Transfer by reference to the original Member; and PROVIDED, FURTHER, that relieve the transferor shall remain liable for all Member of its obligations under this Agreement without the approval of the Managing Member, in its sole and absolute discretion. Any transferee, whether or not admitted as a Substituted Member, shall take subject to the obligations of the transferor hereunder. Unless admitted as a Substituted Member, no transferee, whether by a voluntary Transfer, by operation of law or otherwise, shall have any rights hereunder, other than the rights of an Assignee as provided in Section 13.4.
(iv) The Transfer will not violate, or require registration of any Units under, any federal or state securities laws including the Securities Act.
(v) The Transfer will not result in the Company being required to register as an “investment company” under the Investment Company Act.
(vi) The Transfer will not cause any Person, other than any member of the Safehold Group, to own, directly or indirectly, more than 9.8% of the total Units in the Company, except as otherwise provided in this Agreement or authorized by the Managing Member.
(vii) Prior to the date that surviveeither (i) the relevant class of Units of the Company qualifies as a class of “publicly-offered securities” (within the meaning of Section 2510.3-101(b)(2) of thePlan Asset Regulations); or (ii) the Company qualifies for another exception to the Plan Asset Regulations (other than the exception found in Section 2510.3-101(a)(2)(ii) of the Plan Asset Regulations), the Transfer does not result in ownership of any “class” of Units as defined by ERISA by (x) plans described in or subject to the Plan Asset Regulations, (y) persons acting on behalf of a plan described in or subject to the Plan Asset Regulations, and (z) persons using the assets of a plan described in or subject to the Plan Asset Regulations in excess of, in the aggregate, 24.8% of the value of any “class” of Units as calculated in accordance with the Plan Asset Regulations.
(viii) The transferor or the transferee shall undertake to pay all expenses incurred by the Company in connection with the Transfer.
(b) If the Conditions of Transfer are satisfied (or waived by the Managing Member), then a Member may Transfer all or any portion of its Units; provided, however, that the transferee shall deliver to the Company a fully executed copy of all documents relating to the Transfer, in a form reasonably acceptable to the Managing Member, executed by both the transferor and the transferee, pursuant to which the transferee agrees to (i) be bound by the terms of this Agreement and (ii) assume all of the obligations of the transferor under this Agreement.
(c) If a Member is subject to Incapacity, the executor, administrator, trustee, committee, guardian, conservator or receiver of such Member’s estate shall have all the rights of a Member, but not more rights than those enjoyed by other Members, for the purpose of settling or managing the estate, and such power as the Incapacitated Member possessed to Transfer all or any part of its Units. The Incapacity of a Member, in and of itself, shall not dissolve or terminate the Company.
(d) In connection with any proposed Transfer of any Units, the Managing Member shall have the right to receive an opinion of counsel reasonably satisfactory to it to the effect that the proposed Transfer may be effected without registration under the Securities Act and will not otherwise violate any federal or state securities laws or regulations applicable to the Company or the Units Transferred.
(e) Each Member hereby acknowledges the reasonableness of the prohibitions contained in this Section 13.2 in view of the purposes of the Company and the relationship of the Members.
Appears in 1 contract
Transfer of Units. (a) Other than as provided for below in this Section 8.1, no Member may sell, assign, transfer, grant a participation in, pledge, hypothecate, encumber or otherwise dispose of (such transaction being in this Agreement collectively called a “Transfer”) all or any portion of its Units except with the approval of the Manager, which may be granted or withheld in its discretion.
(b) Notwithstanding Section 8.1(a) without the approval of the Manager (but otherwise in compliance with Section 8.1), a Member may, at any time, (i) Except Transfer any portion of such Member’s Units pursuant to Article IX, and (ii) Transfer any portion of such Member’s Units to a Permitted Transferee of such Member.
(c) Any Transfer of Units to a Permitted Transferee of such Member by a Member which also holds (x) Class V Common Stock must be accompanied by the transfer of a corresponding number of shares of Class V Common Stock (determined based upon the Exchange Rate then in effect) to such Permitted Transferee and (y) Class O Common Stock must be accompanied by the transfer of a corresponding number of shares of Class O Common Stock (determined based upon the Exchange Rate then in effect) to such Permitted Transferee.
(d) Any purported Transfer of all or a portion of a Member’s Units not complying with this Section 8.1 shall be void and shall not create any obligation on the part of the Company or the other Members to recognize that purported Transfer or to recognize the Person to which the Transfer purportedly was made as expressly a Member.
(e) A Person acquiring a Member’s Units pursuant to this Section 8.1 shall not be admitted as a Substituted Member or an Additional Member except in accordance with the requirements of Section 8.2, but such Person shall, to the extent of the Units transferred to it, be entitled to such Member’s (i) share of Distributions, (ii) share of Profits and Losses and (iii) Capital Account in accordance with Section 3.5.
(f) Notwithstanding anything in this Agreement to the contrary, if a Member Transfers all or any portion of its Units after the designation of a record date and declaration of a Distribution pursuant to Section 4.1 and before the payment date of such Distribution, the transferring Member (and not the Person acquiring all or any portion of its Units) shall be entitled to receive such Distribution in respect of such transferred Units.
(g) Notwithstanding the foregoing, except as otherwise provided in this Agreement, a Member including in Sections 3.2, 3.3 and 3.13 and Article IX, PubCo may not sell, exchange, transfer, assign, pledge, hypothecate or otherwise dispose of Transfer all or any portion part of any of such Member's its Units or any interest therein (a "Transfer") (except for a Transfer by Internet World to any Person or by any Member to a Permitted Transferee) without the written consent of the Board, which consent may be withheld for any reason. The Company shall not register any Transfer of Members (other than PubCo) holding at least a Member's Units or any interest therein, and any such Transfer or registration of Transfer shall be null and void, without the written consent majority of the Board. An assignee who has not been admitted as a Member shall be entitled only to allocations aggregate Common Units then outstanding and distributions with respect to held by such interest in accordance with this Agreement, and shall have no right to any information or, to the fullest extent permitted by law, accounting of the affairs of the Company, shall not be entitled to inspect the books or records of the Company and shall not have any of the rights of a Member under the Act or this Agreement, but shall otherwise assume in writing prior to such Transfer, Members (other than a pledge (in respect of which such compliance shall be required after sale or foreclosurePubCo), all obligations of the assignor hereunder as if such assignee were the assignor; no such assignment shall be valid unless the assumption of obligations described in this sentence has been executed. Neither a Transfer of Units nor the admission of the Transferee thereof as a Member shall discharge the transferor from any obligation hereunder.
(iih) The restrictions contained in this SECTION 2.6(a) shall not apply with respect to Notwithstanding the foregoing, no holder of Preferred Units may Transfer any Transfer of Preferred Units or any part thereof other than as contemplated by any Member (a) among its Affiliates, (b) to any lender to whom a Member's Units or any part thereof are assigned or pledged pursuant to a loan agreement, (c) to any Member's spouse or children or to a trust or the trustee or 8 68 trustees of a trust directly or indirectly for the benefit of the Member's spouse, children or a charitable organization, (d) to the Member's executors, administrator, testamentary trustee, legatees or beneficiaries upon the Member's death, or (e) by gift (all such transferees shall be collectively referred to as the "Permitted Transferees"Section 8.1(b)(ii); PROVIDED, that the Permitted Transferee shall execute a counterpart of this Agreement; and PROVIDED, FURTHER that the restrictions contained in this Agreement shall continue to apply to the Units after such Transfer by reference to the original Member; and PROVIDED, FURTHER, that the transferor shall remain liable for all of its obligations under this Agreement that survive.
Appears in 1 contract
Sources: Limited Liability Company Agreement (GSR II Meteora Acquisition Corp.)
Transfer of Units. (ia) Except as otherwise expressly provided in this Agreementset forth herein, a Member may Limited Partner shall not sell, exchange, transfer, assign, pledge, hypothecate assign or otherwise dispose transfer (including any transfer or assignment of all or any portion a part of any its Units to a person who becomes an assignee of such MemberLimited Partner's beneficial interest in such Units even though not becoming a substitute Limited Partner), pledge or any interest therein (a "Transfer") (except for a Transfer by Internet World to any Person or by any Member to a Permitted Transferee) encumber its Unit without the prior written consent of the BoardGeneral Partner, which consent the General Partner may grant or withhold in its sole discretion; provided that, subject to Sections 14.1(b) and 16.3, a Limited Partner may sell, assign or otherwise transfer any or all of its Units to one or more Affiliates of such Limited Partner without the consent of the General Partner. No transfer of a Unit from a Limited Partner to one or more of its Affiliates thereof shall relieve the transferor of any of the obligations of a holder of the transferred Units to the other Limited Partners, the General Partner and the Partnership hereunder and the transferee of such Units shall be liable for all obligations in respect thereof incurred by the transferor pursuant to this Agreement at any time prior to such transfer becoming effective.
(b) Subject to Section 16.3, no Units may be withheld for any reason. The Company shall not register any Transfer of a Member's Units or any interest therein, and any such Transfer or registration of Transfer shall be null and void, without transferred except in accordance with the following provisions:
(i) the prior written consent of the Board. An assignee who has not General Partner must have been obtained pursuant to Section 14.1(a) if required by such section;
(ii) a Limited Partner may transfer only all or part of such Limited Partner's Units by delivering to the General Partner documentation evidencing such transfer as is acceptable to the General Partner duly completed and executed by both parties to such transfer;
(iii) the transfer shall be effective and the transferee shall be admitted as a Member Limited Partner on the later of: (a) the day on which the transfer form, duly completed and executed by the transferor and transferee, is accepted by the General Partner; and (b) the day that the Register of Limited Partners is updated by the General Partner to show the transferee as a Limited Partner;
(iv) as a condition of such transfer, any land transfer tax payable in respect thereof shall have been paid by the transferee, or by the transferee and/or transferor, in such proportions as they may agree, (which may apply if the Units acquired by the transferee in any calendar year represent more than five percent (5%) of the outstanding Units at any time during such year, the liability for which shall be entitled determined by the General Partner upon receipt of any request to transfer Units), and the General Partner shall have received satisfactory proof that such tax has been paid;
(v) the transfer of any Unit may be made only if the proposed transferee is resident in Canada or, if the proposed transferee is a partnership, is a Canadian partnership within the meaning of the Tax Act and, if required by the General Partner, acting reasonably, the proposed transferor has caused to be delivered to the General Partner an opinion of counsel satisfactory to the General Partner, acting reasonably, to such effect;
(vi) the transfer of any Units to an entity that is a Financial Institution may be made only if, following such transfer, the Partnership would not be a Financial Institution and, if required by the General Partner, acting reasonably, the proposed transferor has caused to be delivered to the General Partner an opinion of counsel satisfactory to the General Partner, acting reasonably, to such effect;
(vii) the General Partner shall deny the transfer of any Units to a person that is a tax shelter within the meaning of subsection 237.1(1) of the Tax Act;
(viii) no transfer of any Units will be accepted by the General Partner after the sending of the notice of dissolution provided for in Section 12.2; and
(ix) the General Partner may deny any transfer of any Units if the General Partner has reason to believe that the transfer is not being made in compliance with applicable securities laws or will subject the Partnership to additional regulation of any kind unless the proposed transferor has caused to be delivered to the General Partner an opinion of counsel satisfactory to the General Partner, acting reasonably, to the effect that the transfer is being made in compliance with applicable securities laws and will not subject the Partnership to additional regulation of any kind.
(c) A transferee of any Units the transfer of which is completed in accordance with the provisions hereof will automatically become bound by and subject to this Agreement without execution of further instrument from and after the time set forth in Section 14.1(b)(iii) and, without limiting the generality of the foregoing, such transferee shall be deemed to make all of the representations and warranties, covenants and acknowledgements of a Limited Partner pursuant to this Agreement and to grant the power of attorney provided for in Article 20.
(d) The transferor and transferee of any Limited Partner's Units shall be jointly and severally obligated to reimburse the General Partner and the Partnership for all reasonable expenses (including lawyers' fees and expenses and any regulatory or other filing fees) of any transfer or proposed transfer of Limited Partner's Units, whether or not consummated.
(e) The transferee of any Limited Partner's Units shall be treated as having made all of the Contributed Capital made by, and received all of the allocations and distributions with respect to received by, the transferor of the relevant part of such interest in accordance with Unit.
(f) Any purported transfer which violates this Agreement, and shall have no right to any information orSection 14.1 shall, to the fullest extent permitted by law, accounting of be null and void and the affairs of General Partner shall refuse to register any such transfer on the Company, shall not be entitled to inspect the Register and other books or and records of the Company Partnership, and the purported buyer, assignee, transferee, pledgee, mortgagee or other recipient shall not have any of no Units in or rights to Partnership assets, profits, losses or distributions, and neither the rights of a Member under General Partner nor the Act or this Agreement, but shall otherwise assume in writing prior to such Transfer, other than a pledge (in respect of which such compliance Partnership shall be required after sale or foreclosure), all obligations of the assignor hereunder as if to recognize any such assignee were the assignor; no such assignment shall be valid unless the assumption of obligations described in this sentence has been executed. Neither a Transfer of Units nor the admission of the Transferee thereof as a Member shall discharge the transferor from any obligation hereunder.
(ii) The restrictions contained in this SECTION 2.6(a) shall not apply with respect to any Transfer of Units or any part thereof by any Member (a) among its Affiliates, (b) to any lender to whom a Member's Units or any part thereof are assigned or pledged pursuant to a loan agreement, (c) to any Member's spouse or children or to a trust or the trustee or 8 68 trustees of a trust directly or indirectly for the benefit of the Member's spouse, children or a charitable organization, (d) to the Member's executors, administrator, testamentary trustee, legatees or beneficiaries upon the Member's death, or (e) by gift (all such transferees shall be collectively referred to as the "Permitted Transferees"); PROVIDED, that the Permitted Transferee shall execute a counterpart of this Agreement; and PROVIDED, FURTHER that the restrictions contained in this Agreement shall continue to apply to the Units after such Transfer by reference to the original Member; and PROVIDED, FURTHER, that the transferor shall remain liable for all of its obligations under this Agreement that surviverights.
Appears in 1 contract
Sources: Limited Partnership Agreement
Transfer of Units. (a) No Class B Member or Class B-1 Member or transferee thereof shall, without the prior written consent of the Managing Member, which may be withheld in its sole discretion, create, or suffer the creation of, a Lien in such Member’s Units.
(b) The Managing Member shall not Transfer any Class A Units.
(c) No Class B Member or Class B-1 Member shall Transfer, or suffer the Transfer of, such Class B Member’s or Class B-1 Member’s Units (including by way of indirect transfer resulting from the direct or indirect transfer of control of any entity which is a Class B Member or Class B-1 Member), in whole or in part, nor enter into any agreement as the result of which any Person shall become interested with such Class B Member or Class B-1 Member therein except subject to Section 6.01(d), (i) with the prior written consent of the Managing Member, which may be withheld in its sole discretion, (ii) by last will and testament to: (A) spouses or lineal descendants, (B) inter vivos trusts, (C) family limited partnerships or similar entities or (D) devices for the benefit of spouses and lineal descendants, on the condition in each case that each Transferee thereof expressly acknowledges and agrees in writing that such transferred Interests (or a portion thereof) are subject to this Agreement and all of the terms and conditions hereof, (iii) pursuant to Exhibit B or Exhibit D hereof or (iv) to the Partnership in accordance with the Partnership Agreement.
(d) Except with the written consent of the Managing Member, no Transfer of a Unit shall be permitted (and, if attempted, shall be void ab initio) if, in the determination of the Managing Member,
(1) such Transfer is made to any Person who lacks the legal right, power or capacity to own such Unit;
(2) such Transfer would require the registration of such transferred Unit or of any class of Unit pursuant to any applicable United States federal or state securities laws (including, without limitation, the Securities Act or the Exchange Act) or other foreign securities laws or would constitute a non-exempt distribution pursuant to applicable state securities laws;
(3) to the extent requested by the Managing Member, the Company does not receive such legal and/or tax opinions and written instruments (including, without limitation, copies of any instruments of Transfer and such Assignee’s consent to be bound by this Agreement as expressly provided an Assignee) that are in this a form satisfactory to the Managing Member, as determined in the Managing Member’s sole discretion;
(4) such a Transfer would pose a material risk that the Company would be a “publicly traded partnership” as defined in Section 7704 of the Code; DB1/ 109886103.10
(5) in the case of a Class B Unit, such transfer shall have been made in accordance with the Class B Stockholders Agreement;
(e) Notwithstanding Section 6.02(b), (i) at any time prior to or following a Transfer of Class B Units by a Class B Member or a Transfer of Class B-1 Units by a Class B-1 Member, the transferring Class B Member or Class B-1 Member, the transferee and the Managing Member may not sellagree in writing, exchangein the sole discretion of each such Person, transfer, assign, pledge, hypothecate or otherwise dispose of that all or any portion of any of such Member's the Class B Units or any interest therein Class B-1 Units that may be forfeited by a Permitted Transferee pursuant to Section 6.02(b) shall instead be forfeited by the Employee Member that transferred such Class B Units or Class B-1 Units; and (a "Transfer"ii) (except for a Transfer by Internet World with respect to any Person Class B Units or Class B-1 Units transferred by any an Employee Member to a Permitted Transferee) without the written consent of the Board, which consent may be withheld for any reason. The Company shall not register any Transfer of a Member's Units or any interest therein, and any such Transfer or registration of Transfer shall be null and void, without the written consent of the Board. An assignee who has not been admitted as a Member shall be entitled only to allocations and distributions with respect to such interest in accordance with this Agreement, and shall have no right to any information or, Transferee prior to the fullest extent permitted by lawdate hereof, accounting of the affairs of the Company, such Class B Units shall not be entitled subject to inspect forfeiture by such Permitted Transferee and such Employee Member shall instead forfeit an additional number of Class B Units or Class B-1 Units equal to the books number of Class B Units or records Class B-1 Units that otherwise would have been forfeited by such Permitted Transferees pursuant to Section 6.02(b) (for example, if an Ordinary Employee Member transferred twenty (20) Class B Units to a Permitted Transferee prior to the date hereof, retained eighty (80) Class B Units and thereafter breached Section 5.07 during the term of his employment, such Ordinary Employee Member shall forfeit twenty five (25) Class B Units and such Permitted Transferee shall not forfeit any Class B Units).
(f) Any purported Transfer of Units not in compliance with this Section 6.01 shall be void and shall not create any obligation of the party of the Company and shall not have any of the rights of a Member under the Act or this Agreement, but shall otherwise assume in writing prior its Members to recognize such Transfer, other than a pledge (in respect of which such compliance shall be required after sale or foreclosure), all obligations of the assignor hereunder as if such assignee were the assignor; no such assignment shall be valid unless the assumption of obligations described in this sentence has been executed. Neither a Transfer of Units nor the admission of the Transferee thereof as a Member shall discharge the transferor from any obligation hereunder.
(ii) The restrictions contained in this SECTION 2.6(a) shall not apply with respect to any Transfer of Units or any part thereof by any Member (a) among its Affiliates, (b) to any lender to whom a Member's Units or any part thereof are assigned or pledged pursuant to a loan agreement, (c) to any Member's spouse or children or to a trust or the trustee or 8 68 trustees of a trust directly or indirectly for the benefit of the Member's spouse, children or a charitable organization, (d) to the Member's executors, administrator, testamentary trustee, legatees or beneficiaries upon the Member's death, or (e) by gift (all such transferees shall be collectively referred to as the "Permitted Transferees"); PROVIDED, that the Permitted Transferee shall execute a counterpart of this Agreement; and PROVIDED, FURTHER that the restrictions contained in this Agreement shall continue to apply to the Units after such Transfer by reference to the original Member; and PROVIDED, FURTHER, that the transferor shall remain liable for all of its obligations under this Agreement that survive.
Appears in 1 contract
Sources: Operating Agreement (Pzena Investment Management, Inc.)
Transfer of Units. (ia) Except as expressly provided in this AgreementSubject to Section 12.6, a no Member may not shall sell, exchange, transfer, assign, make a gift of, pledge, hypothecate encumber, hypothecate, alienate or otherwise dispose of (whether with or without consideration and whether voluntarily or involuntarily or by operation of law) its Units (including, for purposes of this Article 12, all Units then issuable upon conversion or exercise of Unit Equivalents), in whole or in part (each a “Transfer”), to any Person, including another Member, except as expressly provided in Section 12.1(b) below. Any Transfer or purported Transfer of any Unit not made in accordance with this Article 12 shall be void ab initio.
(b) Subject always to Section 12.1(c) and Section 12.1(d), a Member may Transfer all or a portion of its Units (i) to any Affiliate, (ii) to any Person approved in writing by 100% of the Board, (iii) to the Company, (iv) in the case of a Member that is a natural person, pursuant to applicable laws of descent and distribution or to a member of such Member’s Family Group, (v) pursuant to a pledge of the Class B Units under the Platinum Credit Agreement and security and pledge agreements contemplated thereby by reason of the exercise by the pledgee of its rights and remedies under such security and pledge agreements, and (vi) sales of all or any portion of the Units held by it on any date following the two year anniversary of this Agreement; provided, that any Transfer permitted by this Section 12.1(b) shall not release the Member from its obligations to the Company unless such obligations are assumed by the transferee in writing to the satisfaction of the Board. Any such Transfer shall be referred to herein as a “Permitted Transfer” and the transferee to whom any Units are transferred in connection therewith shall be referred to herein as a “Permitted Transferee”.
(c) Subject to Section 12.2(e), a Transfer shall not be treated as a Permitted Transfer unless and until the following conditions are satisfied:
(i) Except in the case of a Transfer involuntarily or by operation of law, the transferor and transferee shall execute and deliver to the Company such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Company to effect such Transfer, including a counterpart signature to this Agreement. In the case of a Transfer of Units involuntarily by operation of law, the Transfer shall be confirmed by presentation to the Company of legal evidence of such Member's Transfer, in form and substance satisfactory to counsel to the Company. In all cases, the Company shall be reimbursed by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such Transfer;
(ii) The transferor and/or transferee shall furnish the Company with the transferee’s taxpayer identification number, sufficient information to determine the transferee’s tax basis in the Units transferred, and any other information reasonably necessary to permit the Company to file all required federal and state tax returns and other legally required information, statements or returns with respect to the transfer. Without limiting the generality of the foregoing, the Company shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred interest therein until it has received such information; and
(a "Transfer"iii) (except for Except in the case of a Transfer of any Units by Internet World the Class A Members to an Affiliate or a Transfer of any Person Units involuntarily or by operation of law, either (A) such Units shall be registered under the Securities Act, and any Member applicable state securities laws, or (B) the transferor shall, upon the reasonable request of the Company, provide an opinion of counsel, which opinion of counsel shall be reasonably satisfactory to the Board, to the effect that such Transfer is exempt from all applicable registration requirements and that such Transfer will not violate any applicable laws regulating the Transfer of securities.
(d) Notwithstanding anything to the contrary herein, no Transfer of Units shall be permitted, nor shall any transferee become a beneficial owner of Units pursuant to a Permitted TransfereeTransfer, if such Transfer would cause (i) the Company to be treated as a publicly traded partnership within the meaning of Section 7704 of the Code, (ii) the Company to have more than 100 members (as determined for purposes of Section 7704 of the Code, including the look-through rule in Treasury Regulations Section 1.7704-1(h)(3)) or (iii) without the prior written consent of the Board, which consent may be withheld for any reason. The Company shall not register any Transfer of a Member's Units 50 percent or any interest therein, and any such Transfer or registration of Transfer shall be null and void, without the written consent more of the Board. An assignee who has not been admitted as a Member shall be entitled only to allocations and distributions with respect to such total interest in accordance with this Agreement, the Company’s capital and shall have no right profits to any information or, to the fullest extent permitted by law, accounting be sold or exchanged for purposes of Section 708 of the affairs of Code in one or more transactions in the Company, shall not be entitled to inspect the books or records of the Company and shall not have any of the rights of aggregate within a Member under the Act or this Agreement, but shall otherwise assume in writing prior to such Transfer, other than a pledge (in respect of which such compliance shall be required after sale or foreclosure), all obligations of the assignor hereunder as if such assignee were the assignor; no such assignment shall be valid unless the assumption of obligations described in this sentence has been executed. Neither a Transfer of Units nor the admission of the Transferee thereof as a Member shall discharge the transferor from any obligation hereunder12-month period.
(ii) The restrictions contained in this SECTION 2.6(a) shall not apply with respect to any Transfer of Units or any part thereof by any Member (a) among its Affiliates, (b) to any lender to whom a Member's Units or any part thereof are assigned or pledged pursuant to a loan agreement, (c) to any Member's spouse or children or to a trust or the trustee or 8 68 trustees of a trust directly or indirectly for the benefit of the Member's spouse, children or a charitable organization, (d) to the Member's executors, administrator, testamentary trustee, legatees or beneficiaries upon the Member's death, or (e) by gift (all such transferees shall be collectively referred to as the "Permitted Transferees"); PROVIDED, that the Permitted Transferee shall execute a counterpart of this Agreement; and PROVIDED, FURTHER that the restrictions contained in this Agreement shall continue to apply to the Units after such Transfer by reference to the original Member; and PROVIDED, FURTHER, that the transferor shall remain liable for all of its obligations under this Agreement that survive.
Appears in 1 contract
Sources: Limited Liability Company Operating Agreement (Black Elk Energy Finance Corp.)
Transfer of Units. (a) Subject to the other provisions set forth in this Agreement, any Member may Transfer its Units; provided that, if such Member does not Transfer all of its Units pursuant to such Transfer, it must (i) Except Transfer 10% or more of the outstanding Units pursuant to such Transfer, and (ii) following such Transfer, retain at least 10% of the outstanding Units; and provided, further, that Enbridge and Marathon acknowledge that a Transfer by Enbridge that would result in a Change of Control (as expressly provided defined in the B▇▇▇▇▇ Investments LLC Agreement) of the Company and trigger a right of first refusal under the B▇▇▇▇▇ Investments LLC Agreement for the benefit of B▇▇▇▇▇ Holdings to acquire all of the membership interests in B▇▇▇▇▇ Investments held by the Company. Any attempted Transfer of Units other than in compliance with this Agreement (including a Transfer not in compliance with the foregoing proviso) shall be null and void and of no force or effect. Any Member that Transfers any of its Units shall promptly provide written notice thereof to the Company and to the other Member. Notwithstanding anything to the contrary in this Agreement, a Member may not selland its Affiliates to which any Units have been issued or Transferred shall collectively be entitled to the rights and subject to the obligations of such Member pursuant to this Agreement and, exchangefor all purposes of this Agreement (including the determination of such Member’s Percentage Interest and its entitlement to designate Managers pursuant to Section 8.02(a) and the determination of the Total Votes of such Member and its Affiliates pursuant to Section 8.03(a)), transfersuch Member and such Affiliates shall be deemed to be, assignand shall be treated as, pledgeone and the same Member.
(b) A transferring Member shall, hypothecate or otherwise dispose of all or any notwithstanding the Transfer, be liable to the Company and the other Member for its obligation to fund in accordance with Section 5.02 its portion of any contributions required to be made pursuant to any Call Notice delivered pursuant to Section 5.02, in each case accrued under this Agreement on or prior to the effective date of such Member's Units or any interest therein (a "Transfer") (except for a Transfer by Internet World to any Person or by any Member to a Permitted Transferee) without the written consent of the Board, which consent may be withheld for any reason. The Company shall not register any Transfer of a Member's Units or any interest therein, and any such Transfer or registration of Transfer but shall be null and void, without the written consent of the Board. An assignee who has not been admitted as a Member shall be entitled only to allocations and distributions released from any other obligations thereafter accruing under this Agreement with respect to its Units being Transferred. In addition to the foregoing, each transferring Member shall, notwithstanding the Transfer, be entitled to any distributions made by the Company pursuant to this Agreement to the extent the same were accrued on or prior to the effective date of such interest Transfer.
(c) Each Member that is an entity that was formed for the sole or principal purpose of directly or indirectly acquiring Units or an entity whose principal asset is its Units, or direct or indirect interests in accordance with Units, agrees that it will not permit dispositions of Equity Interests in such Member in a single transaction or series of related transactions if such dispositions collectively would result in Equity Interests in such Member being owned or Controlled by a Person or Persons that do not own or Control Equity Interests in such Member as of the date that such Member became a Member; provided, however, that, notwithstanding anything to the contrary in this Agreement, and shall have no right (i) the Equity Interests of Marathon may be Transferred to any information or, to the fullest extent permitted by law, accounting of its Wholly-Owned Affiliates or any Subsidiary of MPLX LP without restriction and without any breach or violation of this Agreement and (ii) in furtherance of the affairs of the Companyforegoing, shall not be entitled to inspect the books or records of the Company and shall not have any the Members acknowledge and agree that none of the rights of a Member under the Act or and obligations set forth in this Agreement, but ARTICLE XII shall otherwise assume in writing prior apply to any such Transfer, other than a pledge (in respect of which such compliance shall be required after sale or foreclosure), all obligations of the assignor hereunder as if such assignee were the assignor; no such assignment shall be valid unless the assumption of obligations described in this sentence has been executed. Neither a Transfer of Units nor the admission of the Transferee thereof as a Member shall discharge the transferor from any obligation hereunder.
(ii) The restrictions contained in this SECTION 2.6(a) shall not apply with respect to any Transfer of Units or any part thereof by any Member (a) among its Affiliates, (b) to any lender to whom a Member's Units or any part thereof are assigned or pledged pursuant to a loan agreement, (c) to any Member's spouse or children or to a trust or the trustee or 8 68 trustees of a trust directly or indirectly for the benefit of the Member's spouse, children or a charitable organization, (d) to the Member's executors, administrator, testamentary trustee, legatees or beneficiaries upon the Member's death, or (e) by gift (all such transferees shall be collectively referred to as the "Permitted Transferees"); PROVIDED, that the Permitted Transferee shall execute a counterpart of this Agreement; and PROVIDED, FURTHER that the restrictions contained in this Agreement shall continue to apply to the Units after such Transfer by reference to the original Member; and PROVIDED, FURTHER, that the transferor shall remain liable for all of its obligations under this Agreement that survive.
Appears in 1 contract
Sources: Limited Liability Company Agreement (Enbridge Energy Partners Lp)
Transfer of Units. (i) Except as expressly provided in this Agreement, a No Member may not sell, exchange, transfer, assign, pledge, hypothecate or otherwise dispose of shall have the right to Transfer to any Person all or any portion of any part of such Member's ’s Units or any interest therein (a "Transfer") (except for a Transfer by Internet World to any Person or by any Member to a Permitted Transferee) without the prior written consent approval, both to such Transfer and to the substitution of the transferee as a Member as to the Transferred Units, of the Board, which consent approval may be given or withheld for any reason. The Company shall not register any Transfer of a Member's Units or any interest therein, and any such Transfer or registration of Transfer shall be null and void, without in the written consent sole discretion of the Board. An assignee who has not been admitted as Notwithstanding the foregoing, (a) each Member will be permitted to Transfer Units to (i) a controlled Affiliate of such Member if such Affiliate remains under the control of such transferor Member (a “Controlled Affiliate”), (ii) a Person that directly or indirectly controls more than 50% of the voting interests and economic interests of the Member (a “Parent”), and (iii) in the case of a Member shall be entitled only to allocations and distributions with respect to that is a trust, a successor trustee or the fiduciary or any trust for the beneficiaries of such interest in accordance with this Agreementtrust (“Trust Affiliate”), and shall have no right to any information or, to without the fullest extent permitted by law, accounting of the affairs approval of the Company, shall and (b) a Member may Transfer Units to an Affiliate other than a Controlled Affiliate, a Parent, or a Trust Affiliate, subject to the approval of the Company, which approval will not be entitled unreasonably withheld, conditioned or delayed. In the case of any Transfer to inspect an Affiliate as contemplated in the books or records of preceding sentence, the Company and shall not have any of the rights of a Member under the Act or this Agreement, but shall otherwise assume transferee Affiliate must agree in writing prior to execute such documents as may be required by the Board in connection with such Transfer, other than including the transferee’s agreement to be bound by the terms of this Agreement. The transferor Member shall cease to be a pledge (in respect of which such compliance shall be required after sale or foreclosure), all obligations of Member as to the assignor hereunder as if such assignee were the assignor; no such assignment shall be valid unless the assumption of obligations described in this sentence has been executed. Neither a Transfer of Transferred Units nor immediately following the admission of the Transferee thereof transferee as a substitute Member shall discharge as to such Units, but, in the case of a Transfer to an Affiliate, the transferor Member will not be released from any obligation hereunder.
(ii) The restrictions contained in this SECTION 2.6(a) shall not apply with respect to any Transfer of Units or any part thereof by any Member (a) among its Affiliates, (b) to any lender to whom a Member's Units or any part thereof are assigned or pledged pursuant to a loan agreement, (c) to any Member's spouse or children or to a trust or the trustee or 8 68 trustees of a trust directly or indirectly for the benefit of the Member's spouse, children or a charitable organization, (d) to the Member's executors, administrator, testamentary trustee, legatees or beneficiaries upon the Member's death, or (e) by gift (all such transferees shall be collectively referred to as the "Permitted Transferees"); PROVIDED, that the Permitted Transferee shall execute a counterpart of this Agreement; and PROVIDED, FURTHER that the restrictions contained in this Agreement shall continue to apply to the Units after such Transfer by reference to the original Member; and PROVIDED, FURTHER, that the transferor shall remain liable for all of its obligations under this Agreement and will remain liable for such obligations. Notwithstanding the foregoing provisions regarding permitted transfers to Affiliates, a Member that surviveis not an ERISA Member may not Transfer to an Affiliate that is an ERISA Member without the prior written approval of the Board, in its sole discretion. Notwithstanding any other provision of this Agreement, no Transfer of a Unit shall be permitted if such Transfer (A) would cause the Company to have more than 100 partners, as determined for purposes of Regulations Section 1.7704-1(h), or (B) would cause the Company to be treated as a publicly traded partnership within the meaning of Code Section 7704 and Regulations Section 1.7704-1.
Appears in 1 contract
Sources: Limited Liability Company Agreement
Transfer of Units. (ia) Except as expressly provided in this Agreement, a Member A Unitholder may not sell, exchange, transfer, assign, pledge, hypothecate make any transfer of its Units in whole or otherwise dispose of all or any portion of any of such Member's Units or any interest therein (a "Transfer") (except for a Transfer by Internet World in part to any Person or by and is not entitled to substitute for itself as a Unitholder any Member to a Permitted Transferee) other Person, in each case, without the prior written consent of the BoardTrustees which, which consent in their sole and absolute discretion, may be given or withheld for any reason. The Company reason (or for no reason at all).
(b) Upon consent of the Trustees, units shall not register any Transfer be transferable on the records of the Trust only by the record holder thereof or by its agent thereto duly authorized in writing, upon delivery to the Trustees or a transfer agent of the Trust of a Member's duly executed instrument of transfer, together with such evidence of the genuineness of each such execution and authorization and of other matters as may reasonably be required. Upon such delivery the transfer shall be recorded on the applicable register of the Trust. Until such record is made, the Unitholder of record shall be deemed to be the holder of such Units for all purposes hereof and neither the Trustees nor any transfer agent or registrar nor any interest thereinofficer, employee or agent of the Trust shall be affected by any notice of the proposed transfer.
(c) Any person becoming entitled to any Units in consequence of the death, bankruptcy, or incompetence of any Unitholder, or otherwise by operation of law, shall be recorded on the applicable register of Units as the holder of such Units upon production of the proper evidence thereof to the Trustees or a transfer agent of the Trust, but until such record is made, the Unitholder of record shall be deemed to be the holder of such for all purposes hereof, and neither the Trustees nor any transfer agent or registrar nor any officer or agent of the Trust shall be affected by any notice of such death, bankruptcy or incompetence, or other operation of law.
(d) Any attempted Transfer or registration of Transfer not made in accordance with this Section 6.8 shall be null and void, without the written consent of the Board. An assignee who has not been admitted as a Member shall be entitled only to allocations and distributions with respect to such interest in accordance with this Agreement, and shall have no right to any information or, to the fullest extent permitted by law, accounting of the affairs of the Company, shall not be entitled to inspect the books or records of the Company and shall not have any of the rights of a Member under the Act or this Agreement, but shall otherwise assume in writing prior to such Transfer, other than a pledge (in respect of which such compliance shall be required after sale or foreclosure), all obligations of the assignor hereunder as if such assignee were the assignor; no such assignment shall be valid unless the assumption of obligations described in this sentence has been executed. Neither a Transfer of Units nor the admission of the Transferee thereof as a Member shall discharge the transferor from any obligation hereunder.
(ii) The restrictions contained in this SECTION 2.6(a) shall not apply with respect to any Transfer of Units or any part thereof by any Member (a) among its Affiliates, (b) to any lender to whom a Member's Units or any part thereof are assigned or pledged pursuant to a loan agreement, (c) to any Member's spouse or children or to a trust or the trustee or 8 68 trustees of a trust directly or indirectly for the benefit of the Member's spouse, children or a charitable organization, (d) to the Member's executors, administrator, testamentary trustee, legatees or beneficiaries upon the Member's death, or (e) by gift (all such transferees shall be collectively referred to as the "Permitted Transferees"); PROVIDED, that the Permitted Transferee shall execute a counterpart of this Agreement; and PROVIDED, FURTHER that the restrictions contained in this Agreement shall continue to apply to the Units after such Transfer by reference to the original Member; and PROVIDED, FURTHER, that the transferor shall remain liable for all of its obligations under this Agreement that survive.
Appears in 1 contract
Sources: Agreement and Declaration of Trust (NT Equity Long/Short Strategies Fund)
Transfer of Units. (a) Each Member hereby agrees that he, she or it shall not Transfer all or any of his, her or its Units, in whole or in part, if such Transfer is restricted by the terms of this Agreement, and if so, only then as expressly permitted or required by this Agreement. Except as permitted pursuant to Section 10.1, each Non-Shamrock Member hereby agrees that he, she or it shall not Transfer all or any of his, her or its Units to any Person without the prior written consent of the Company, which consent shall have been authorized by a majority of the Managers and which consent may be (i) Except as expressly provided withheld in the sole discretion of the Board or (ii) given subject to reasonable terms and conditions determined by the Board in its sole discretion. Without limiting the foregoing, no Member shall avoid the provisions of this Agreement, a Member may not sell, exchange, transfer, assign, pledge, hypothecate Agreement by making one or otherwise dispose more Transfers to one or more Permitted Transferees and then disposing of all or any portion of such party’s interest in any such Permitted Transferee.
(b) Subject to the limitations set forth in Sections 10.1(h), 10.2 and 10.5, each Shamrock Member shall be permitted to freely Transfer its Units; provided that any transferee of such Member's Units shall, as a condition to such Transfer, execute a Joinder as a Shamrock Member and thereafter such transferee shall be treated as a Shamrock Member for all purposes under this Agreement.
(c) Notwithstanding the foregoing Section 10.1(a), nothing in this Section 10.1 shall prevent the Transfer of any Units by any Non-Shamrock Member to (i) the Company or any interest therein Shamrock Member or (ii) any Permitted Transferee or Permitted Transferees of such Non-Shamrock Member; provided, that any such Permitted Transferee executes a "Transfer"Joinder as a Non-Shamrock Member and thereafter shall be treated as a Non-Shamrock Member for all purposes under this Agreement.
(d) Subject to the limitations set forth in Sections 10.2, 10.5 and 10.19, each Non-Shamrock Member shall be permitted to freely Transfer its Class A Common Units and Class C Common Units, at any time after the date that is thirty (except for a Transfer by Internet World 30) months after the issuance date of such Units, to any Person that is not then a competitor of Screenvision as determined by the Board in the exercise of its reasonable discretion; provided, that any transferee of such Units shall, as a condition to such Transfer, execute a Joinder as a Non-Shamrock Member and thereafter such transferee shall be treated as a Non-Shamrock Member for all purposes under this Agreement.
(e) A Permitted Transferee shall, subject to compliance with this Section 10.1, become a Member, and Schedule 1 and Schedule 2 shall be amended or restated accordingly, upon the Transfer of Units to such Person and upon the satisfaction of the following conditions:
(i) such Non-Shamrock Member and the Permitted Transferee shall execute and deliver to the Company such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Company to effect such Transfer, including execution of a Joinder by any the Permitted Transferee agreeing to be bound by the terms and conditions of this Agreement;
(ii) such Non-Shamrock Member to a and the Permitted Transferee shall furnish the Company with the Permitted Transferee’s taxpayer identification number, sufficient information to determine the transferee’s initial tax basis in the Units transferred, and any other information reasonably necessary to permit the Company to file all required U.S. federal and state tax returns and other legally required information, statements or returns. Without limiting the generality of the foregoing, the Company shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred interest until it has received such information; and
(iii) without such Transfer and/or Units shall be registered under the written consent Securities Act and any applicable state securities laws, or such Non-Shamrock Member shall provide an opinion of counsel, which opinion of counsel shall be reasonably satisfactory to the Board, which consent may to the effect that such Transfer is exempt from registration under the Securities Act.
(f) Any purported Transfer in violation of, or not in compliance with, the provisions of this Section 10.1 shall be withheld for any reason. The null and void and shall have no force or effect and the Company shall not register any Transfer of a Member's Units or any interest thereinnot, and shall not be compelled to, recognize any such Transfer or registration record any Transfer on its books, or issue any certificate representing any Units to any Person who has received such Units in a Transfer prohibited by this Agreement or otherwise made in contravention of this Agreement.
(g) Following the Transfer of any Unit permitted under this Section 10.1, the transferee of such Unit (i) shall be treated as having made all of the Capital Contributions made by, and received all of the allocations and distributions received by, the transferor in respect of such Unit (and other items properly attributable to the transferred Unit also shall pass to the transferee) and (ii) shall have the rights and obligations of a holder of such Unit so long as such transferee owns such Unit. No transferee of a Unit may further Transfer such interest without complying with the provisions of this Section 10.1.
(h) Notwithstanding any other provision of this Section 10.1, no Unit may be Transferred if (i) such Transfer would result in the Company having more than one hundred (100) partners for the purposes of Treasury Regulations Section 1.7704-1(h)(1)(ii) or (ii) the transferee of such Unit is a partnership, grantor trust, or S corporation for United States federal income tax purposes where (A) substantially all of the value of a beneficial owner’s interest in such transferee is attributable to such transferee’s interest in the Company and (B) a principal purpose of the use of such structure or transferee entity is to avoid the one hundred (100) partner limitation in Treasury Regulations Section 1.7704-1(h)(1)(ii). Further, no Transfer of Units shall be permitted, nor shall any transferee become a beneficial owner of Units pursuant to a Transfer, if such Transfer would cause noncompliance by the Company with any applicable law, including any applicable securities laws. Further, no Member shall effect any Transfer that triggers or would be reasonably likely to trigger payment to Carlton (or a successor of assignee of Carlton) pursuant to Section 6.9 of the Purchase Agreement unless such Transfer is consented to by holders of (i) a majority of each of the Class A Common Units held by the Shamrock Members, (ii) a majority of the Class A Common Units held by the Technicolor Members and (iii) a majority of the Class C Common Units held by the Carmike Members.
(i) For the purposes of this Agreement, if Carmike Transfers any Class C Common Units, such Transfer shall be null and void, without the written consent deemed to be made first of the Board. An assignee who has Class C Common Units that are not been admitted as a Member shall be entitled only subject to allocations and distributions with respect to such interest in accordance with this Agreement, and shall have no right to any information or, forfeiture pursuant to the fullest extent permitted by law, accounting Carmike Subscription Agreement and thereafter of Class C Common Units that are subject to forfeiture pursuant to the affairs of the Company, shall not be entitled to inspect the books or records of the Company and shall not have any of the rights of a Member under the Act or this Carmike Subscription Agreement, but shall otherwise assume in writing prior to such Transfer, other than a pledge (in respect of which such compliance shall be required after sale or foreclosure), all obligations of the assignor hereunder as if such assignee were the assignor; no such assignment shall be valid unless the assumption of obligations described in this sentence has been executed. Neither a Transfer of Units nor the admission of the Transferee thereof as a Member shall discharge the transferor from any obligation hereunder.
(iij) The foregoing restrictions contained in this SECTION 2.6(a) on Transfer shall not apply with respect to any Transfer of Units or any part thereof by any Member (a) among its Affiliates, (b) to any lender to whom Members exercising a Member's Units “Tag-Along Right” or any part thereof are assigned or pledged pursuant Transferring in response to a loan agreement, (c) to any Member's spouse or children or to a trust or the trustee or 8 68 trustees of a trust directly or indirectly for the benefit of the Member's spouse, children or a charitable organization, (d) to the Member's executors, administrator, testamentary trustee, legatees or beneficiaries upon the Member's death, or (e) by gift (all such transferees shall be collectively referred to as the "Permitted Transferees"); PROVIDED, that the Permitted Transferee shall execute a counterpart of this Agreement; and PROVIDED, FURTHER that the restrictions contained in this Agreement shall continue to apply to the Units after such Transfer by reference to the original Member; and PROVIDED, FURTHER, that the transferor shall remain liable for all of its obligations under this Agreement that survive“Bring-Along Notice”.
Appears in 1 contract
Sources: Limited Liability Company Agreement (Carmike Cinemas Inc)
Transfer of Units. (i) Section 5.1 Except as expressly otherwise provided in this Agreement, a Member no Party may not sell, exchange, transfer, assign, pledge, hypothecate or otherwise dispose of all or any portion of any of such Member's transfer its Common Units or any interest therein (a "Transfer") (except for a Transfer by Internet World to any Person or by any Member Subordinated Units in the Company to a Permitted Transferee) non-Party without the express written consent of the BoardReserves, which consent may be withheld for any reasonin Reserve’s sole and absolute discretion. The Company Notwithstanding the foregoing, (i) ▇▇▇▇▇ may transfer his existing Common Units and Subordinated Units to an entity (the “Transferee Entity”) so long as ▇▇▇▇▇ is the 100% owner of such Transferee Entity and such Transferee Entity agrees to be bound by the terms of this Agreement by becoming a signatory hereto or executing an accession in form acceptable to Reserves, provided, that such transfer shall not register relieve ▇▇▇▇▇ of any Transfer obligations hereunder and shall not give the Transferee Entity any right to further transfer the Common Units and Subordinated Units other than as may be permitted by this Agreement except that (ii) ▇▇▇▇▇’▇ ownership interests in the Transferee Entity may be transferred by operation of law upon his death. Any purported transfer of a Member's Units Common Unit or any interest therein, and any such Transfer or registration of Transfer Subordinated Unit in the Company not inconformity with this Section 5.1 shall be null and voidvoid ab initio.
Section 5.2 If Reserves receives at any time an offer, without whether or not solicited, for the written consent purchase or exchange of any of its Common Units or Subordinated Units which it proposes to accept, then Reserves shall have the right to require the other Parties to participate in the transaction on the same terms and conditions as Reserves proposes to accept, and sell an identical pro rata percentage of the Board. An assignee who has Common Units and Subordinated Units held by such other Party(ies) or Transferee Entity (as the case may be) as Reserves proposes to transfer.
Section 5.3 If Reserves receives at any time an offer, whether or not been admitted solicited, for the purchase or exchange of any of its Common or Subordinated Units which it proposes to accept, then ▇▇▇▇▇ or the Transferee Entity (as a Member the case may be) shall have the right to participate in the transaction on the same terms and conditions as Reserves proposes to accept and sell an identical pro rata percentage of his/its Common and Subordinated Units as Reserves proposes to transfer.
Section 5.4 ▇▇▇▇▇ or the Transferee Entity (as the case may be) shall be entitled only to allocations sell, transfer or otherwise dispose of in public markets up to twenty five percent of his/its Common and distributions with respect to such interest in accordance with this AgreementSubordinated Units on or after December 31, 2015, and ▇▇▇▇▇ or the Transferee Entity (as the case may be) shall have no right to any information or, to the fullest extent permitted by law, accounting of the affairs of the Company, shall not be entitled to inspect the books sell, transfer or records otherwise dispose of the Company in public markets up to one hundred percent (100%) of his/its Common and shall not have any of the rights of a Member under the Act Subordinated Units on or this Agreementafter December 31, but shall otherwise assume in writing prior to such Transfer, other than a pledge (in respect of which such compliance shall be required after sale or foreclosure), all obligations of the assignor hereunder as if such assignee were the assignor; no such assignment shall be valid unless the assumption of obligations described in this sentence has been executed. Neither a Transfer of Units nor the admission of the Transferee thereof as a Member shall discharge the transferor from any obligation hereunder2019.
(ii) The restrictions contained in this SECTION 2.6(a) shall not apply with respect to any Transfer of Units or any part thereof by any Member (a) among its Affiliates, (b) to any lender to whom a Member's Units or any part thereof are assigned or pledged pursuant to a loan agreement, (c) to any Member's spouse or children or to a trust or the trustee or 8 68 trustees of a trust directly or indirectly for the benefit of the Member's spouse, children or a charitable organization, (d) to the Member's executors, administrator, testamentary trustee, legatees or beneficiaries upon the Member's death, or (e) by gift (all such transferees shall be collectively referred to as the "Permitted Transferees"); PROVIDED, that the Permitted Transferee shall execute a counterpart of this Agreement; and PROVIDED, FURTHER that the restrictions contained in this Agreement shall continue to apply to the Units after such Transfer by reference to the original Member; and PROVIDED, FURTHER, that the transferor shall remain liable for all of its obligations under this Agreement that survive.
Appears in 1 contract
Sources: Contribution, Conveyance and Assumption Agreement (Foresight Energy LP)
Transfer of Units. (a) Units may be Transferred only (i) Except as expressly provided in this Agreementby operation of law pursuant to the death, a Member may not sellbankruptcy, exchange, transfer, assign, pledge, hypothecate insolvency or otherwise dispose of all or any portion of any dissolution of such Member's Units Member or any interest therein (a "Transfer"ii) (except for a Transfer by Internet World to any Person or by any Member to a Permitted Transferee) without with the written consent of the Board, Board or the Sponsor (which consent may be withheld for in each of its sole and absolute discretion).
(b) If any reason. The Company shall transferee does not register meet any Transfer investor eligibility requirements established by the Fund from time to time, or if neither the Board nor the Sponsor consent to a Transfer, the Fund reserves the right to repurchase the transferred Units from the Member’s successor pursuant to Section 4.4.
(c) Any transferee that acquires Units by operation of law as the result of the death, divorce, bankruptcy, insolvency, dissolution or adjudication of incompetency of a Member's Units Member or any interest thereinotherwise, and any such Transfer or registration of Transfer shall be null and void, without the written consent of the Board. An assignee who has not been admitted as a Member shall be entitled only to allocations the right to tender such Units for repurchase by the Fund in connection with an offer to purchase such Units made by the Fund (provided that the Fund need not make any such offer) and shall be entitled to receive any dividend and other distributions paid by the Fund with respect to such interest in accordance with this AgreementUnits, and shall have no right to any information or, to the fullest extent permitted by law, accounting of the affairs of the Company, but shall not be entitled to inspect the books or records of the Company and shall not have any of the other rights of a Member under the Act unless and until such transferee becomes a substituted Member. In no event, however, will any transferee or this Agreement, but shall otherwise assume in writing prior to such Transfer, other than a pledge (in respect of which such compliance shall assignee be required after sale or foreclosure), all obligations of the assignor hereunder as if such assignee were the assignor; no such assignment shall be valid unless the assumption of obligations described in this sentence has been executed. Neither a Transfer of Units nor the admission of the Transferee thereof admitted as a Member shall discharge without the transferor from any obligation hereunder.
(ii) The restrictions contained in this SECTION 2.6(a) shall not apply with respect to any Transfer consent of Units or any part thereof by any Member (a) among its Affiliates, (b) to any lender to whom a Member's Units or any part thereof are assigned or pledged pursuant to a loan agreement, (c) to any Member's spouse or children or to a trust the Board or the trustee or 8 68 trustees of a trust directly or indirectly for the benefit of the Member's spouse, children Sponsor (or a charitable organizationdelegate of either of them), which may be withheld in each of its (dor each delegate’s) sole discretion. The admission to the Member's executors, administrator, testamentary trustee, legatees Fund of any transferee or beneficiaries successor as a substituted Member shall be effective upon such consent and the Member's deathexecution and delivery by, or (e) by gift (all on behalf of, such transferees shall be collectively referred to as the "Permitted Transferees"); PROVIDED, that the Permitted Transferee shall execute substituted Member of either a counterpart of this Agreement or an instrument that constitutes the execution and delivery of this Agreement; , without the consent of any other Person.
(d) Any pledge, transfer, or assignment not made in accordance with this Section 4.3 shall be void.
(e) Each transferring Member and PROVIDEDtransferee agrees to pay all expenses, FURTHER that including attorneys’ and accountants’ fees, incurred by the restrictions contained Fund in this Agreement connection with such Transfer. Upon the Transfer to another Person or Persons of a Member’s Units, such transferring Member shall continue cease to apply be a member of the Fund with respect to such Units. Unless prohibited by applicable law (and then only to the Units after extent so prohibited) each transferring Member shall indemnify and hold harmless the Fund, the Sponsor, the Adviser, the Directors, the officers of the Fund, each other Member, and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs and expenses or any judgments, fines and amounts paid in settlement), joint or several, to which such Persons may become subject by reason of or arising from (i) any Transfer made by reference to the original such Member in violation of this Section 4.3 and (ii) any misrepresentation by such Member (or such Member; and PROVIDED, FURTHER, that the transferor shall remain liable for all of its obligations under this Agreement that survive’s transferee) in connection with any such Transfer.
Appears in 1 contract
Sources: Limited Liability Company Agreement (AMG Pantheon Infrastructure Fund, LLC)
Transfer of Units. (i) Except Other than as expressly provided for below in this AgreementSection 8.1, a no Member may not sell, exchangeassign, transfer, assigngrant a participation in, pledge, hypothecate hypothecate, encumber or otherwise dispose of (such transaction being herein collectively called a “Transfer”) all or any portion of its Units except with the approval of the Managing Member, which may be granted or withheld in its sole discretion. Without the approval of the Managing Member (but otherwise in compliance with Section 8.1), a Member may, at any time, (a) Transfer any portion of such Member's ’s Units pursuant to the 2021 Exchange Agreement or the 2024 Exchange Agreement, (b) Transfer any interest therein (a "Transfer") (except for a Transfer by Internet World to any Person or by any Member portion of such Member’s Units to a Permitted TransfereeTransferee of such Member, and (c) without consummate a transaction that terminates the written consent existence of a Member for income tax purposes but does not terminate the existence of such Member under applicable state law; provided, however, that (i) such transfer restrictions will continue to apply to such Units after any such permitted Transfer, (ii) transferees must agree in writing to be bound by the provisions of the Board, which consent may be withheld for any reason. The Company shall not register any Transfer of a Member's Units or any interest therein, and any such Transfer or registration of Transfer shall be null and void, without the written consent of the Board. An assignee who has not been admitted as a Member shall be entitled only to allocations and distributions 2021 Exchange Agreement (with respect to such interest in accordance with this Agreement, Class A Units and shall have no right to any information or, to Class B Units) or the fullest extent permitted by law, accounting of the affairs of the Company, shall not be entitled to inspect the books or records of the Company and shall not have any of the rights of a Member under the Act or this Agreement, but shall otherwise assume in writing prior to such Transfer, other than a pledge 2024 Exchange Agreement (in respect of which such compliance shall be required after sale or foreclosure), all obligations of the assignor hereunder as if such assignee were the assignor; no such assignment shall be valid unless the assumption of obligations described in this sentence has been executed. Neither a Transfer of Units nor the admission of the Transferee thereof as a Member shall discharge the transferor from any obligation hereunder.
(ii) The restrictions contained in this SECTION 2.6(a) shall not apply with respect to the Class C Units), as applicable, and this Agreement (as in effect at such time, together with any amendments hereto), and (iii) any Transfer of Units to a Permitted Transferee of such Member by a Member which also holds Class B Common Stock must be accompanied by the transfer of a corresponding number of shares of Class B Common Stock (determined based upon the Exchange Rate then in effect) to such Permitted Transferee. Any purported Transfer of all or a portion of a Member’s Units not complying with this Section 8.1 shall be void ab initio and shall not create any obligation on the part thereof by any of the Company or the other Members to recognize that purported Transfer or to recognize the Person to which the Transfer purportedly was made as a Member. A Person acquiring a Member’s Units pursuant to this Section 8.1 shall not be admitted as a substituted or Additional Member except in accordance with the requirements of Section 8.2, but such Person shall, to the extent of the Units transferred to it, be entitled to such Member’s (ai) among its Affiliatesshare of Distributions, (bii) to any lender to whom a Member's Units share of Profits and Losses and (iii) Capital Account in accordance with Section 3.5. Notwithstanding anything in this Section 8.1 or any part thereof are assigned or pledged pursuant to a loan agreement, (c) to any Member's spouse or children or to a trust or the trustee or 8 68 trustees of a trust directly or indirectly for the benefit of the Member's spouse, children or a charitable organization, (d) to the Member's executors, administrator, testamentary trustee, legatees or beneficiaries upon the Member's death, or (e) by gift (all such transferees shall be collectively referred to as the "Permitted Transferees"); PROVIDED, that the Permitted Transferee shall execute a counterpart of this Agreement; and PROVIDED, FURTHER that the restrictions contained elsewhere in this Agreement shall continue to apply to the contrary, if a Member Transfers all or any portion of its Units after the designation of a record date and declaration of a Distribution pursuant to Section 4.1 and before the payment date of such Transfer by reference to distribution, the original Member; transferring Member (and PROVIDED, FURTHER, that not the transferor shall remain liable for Person acquiring all or any portion of its obligations under this Agreement that surviveUnits) shall be entitled to receive such Distribution in respect of such transferred Units.
Appears in 1 contract
Sources: Limited Liability Company Agreement (Real Good Food Company, Inc.)
Transfer of Units. (i) Except Other than as expressly provided for below in this AgreementSection 8.1, a no Member may not sell, exchangeassign, transfer, assigngrant a participation in, pledge, hypothecate hypothecate, encumber or otherwise dispose of (such transaction being herein collectively called a “Transfer”) all or any portion of its Units except with the approval of the Manager, which may be granted or withheld in its sole discretion. Without the approval of the Manager (but otherwise in compliance with Section 8.1), a Member may, at any time, (a) Transfer any portion of such Member's ’s Units or pursuant to the Exchange Agreement, and (b) Transfer any interest therein (a "Transfer") (except for a Transfer by Internet World to any Person or by any Member portion of such Member’s Units to a Permitted Transferee of such Member. Any Transfer of Class A Common Units to a Permitted Transferee of such Member by a Member which also holds Class V Common Stock must be accompanied by the transfer of a corresponding number of shares of Class V Common Stock (determined based upon the Exchange Rate then in effect) to such Permitted Transferee) without the written consent . Any purported Transfer of the Board, which consent may be withheld for any reason. The Company shall not register any Transfer all or a portion of a Member's ’s Units not complying with this Section 8.1 shall be void ab initio and shall not create any obligation on the part of the Company or any interest therein, and any such the other Members to recognize that purported Transfer or registration of to recognize the Person to which the Transfer purportedly was made as a Member. A Person acquiring a Member’s Units pursuant to this Section 8.1 shall not be null and void, without the written consent of the Board. An assignee who has not been admitted as a substituted or Additional Member except in accordance with the requirements of Section 8.2, but such Person shall, to the extent of the Units transferred to it, be entitled to such Member’s (i) share of Distributions, (ii) share of Profits and Losses and (iii) Capital Account in accordance with Section 3.6. Notwithstanding anything in this Section 8.1 or elsewhere in this Agreement to the contrary, if a Member Transfers all or any portion of its Units after the designation of a record date and declaration of a Distribution pursuant to Section 4.1 and before the payment date of such distribution, the transferring Member (and not the Person acquiring all or any portion of its Units) shall be entitled only to allocations and distributions with respect to receive such interest in accordance with this Agreement, and shall have no right to any information or, to the fullest extent permitted by law, accounting of the affairs of the Company, shall not be entitled to inspect the books or records of the Company and shall not have any of the rights of a Member under the Act or this Agreement, but shall otherwise assume in writing prior to such Transfer, other than a pledge (Distribution in respect of which such compliance shall be required after sale or foreclosure), all obligations of the assignor hereunder as if such assignee were the assignor; no such assignment shall be valid unless the assumption of obligations described in this sentence has been executed. Neither a Transfer of Units nor the admission of the Transferee thereof as a Member shall discharge the transferor from any obligation hereundertransferred Units.
(ii) The restrictions contained in this SECTION 2.6(a) shall not apply with respect to any Transfer of Units or any part thereof by any Member (a) among its Affiliates, (b) to any lender to whom a Member's Units or any part thereof are assigned or pledged pursuant to a loan agreement, (c) to any Member's spouse or children or to a trust or the trustee or 8 68 trustees of a trust directly or indirectly for the benefit of the Member's spouse, children or a charitable organization, (d) to the Member's executors, administrator, testamentary trustee, legatees or beneficiaries upon the Member's death, or (e) by gift (all such transferees shall be collectively referred to as the "Permitted Transferees"); PROVIDED, that the Permitted Transferee shall execute a counterpart of this Agreement; and PROVIDED, FURTHER that the restrictions contained in this Agreement shall continue to apply to the Units after such Transfer by reference to the original Member; and PROVIDED, FURTHER, that the transferor shall remain liable for all of its obligations under this Agreement that survive.
Appears in 1 contract
Sources: Limited Liability Company Agreement (Allvue Systems Holdings, Inc.)
Transfer of Units. Other than as provided for below in this Section 8.1, no Member may sell, assign, transfer, grant a participation in, pledge, hypothecate, encumber or otherwise dispose of (such transaction being herein collectively called a “Transfer”) all or any portion of its Units except with the approval of the Board, which may be granted or withheld in its sole discretion. Without the approval of the Board (but otherwise in compliance with Section 8.1), a Member may, at any time, (a) Transfer any portion of such Member’s Units pursuant to Article IX, and (b) Transfer any portion of such Member’s Units to a Permitted Transferee of such Member. Any Transfer of Units to a Permitted Transferee of such Member by a Member which also holds Class B Common Stock must be accompanied by the transfer of a corresponding number of shares of Class B Common Stock (determined based upon the Exchange Rate then in effect) to such Permitted Transferee. Any purported Transfer of all or a portion of a Member’s Units not complying with this Section 8.1 shall be void and shall not create any obligation on the part of the Company or the other Members to recognize that purported Transfer or to recognize the Person to which the Transfer purportedly was made as a Member. A Person acquiring a Member’s Units pursuant to this Section 8.1 shall not be admitted as a Substituted Member or an Additional Member except in accordance with the requirements of Section 8.2, but such Person shall, to the extent of the Units transferred to it, be entitled to such Member’s (i) Except share of Distributions, (ii) share of Profits and Losses and (iii) Capital Account in accordance with Section 3.5. Notwithstanding anything in this Section 8.1 or elsewhere in this Agreement to the contrary, if a Member Transfers all or any portion of its Units after the designation of a record date and declaration of a Distribution pursuant to Section 4.1 and before the payment date of such distribution, the transferring Member (and not the Person acquiring all or any portion of its Units) shall be entitled to receive such Distribution in respect of such transferred Units. Notwithstanding the foregoing, except as expressly otherwise provided in this Agreement, a Member including in Sections 3.2,3.3 and 3.13 and Article IX, Vivid Seats may not sell, exchange, transfer, assign, pledge, hypothecate or otherwise dispose of Transfer all or any portion part of any of such Member's its Units or any interest therein (a "Transfer") (except for a Transfer by Internet World to any Person or by any Member to a Permitted Transferee) without the written consent of the Board, which consent may be withheld for any reason. The Company shall not register any Transfer of Members (other than Vivid Seats) holding at least a Member's Units or any interest therein, and any such Transfer or registration of Transfer shall be null and void, without the written consent majority of the Board. An assignee who has not been admitted as a Member shall be entitled only to allocations aggregate Common Units then outstanding and distributions with respect to held by such interest in accordance with this Agreement, and shall have no right to any information or, to the fullest extent permitted by law, accounting of the affairs of the Company, shall not be entitled to inspect the books or records of the Company and shall not have any of the rights of a Member under the Act or this Agreement, but shall otherwise assume in writing prior to such Transfer, other than a pledge (in respect of which such compliance shall be required after sale or foreclosure), all obligations of the assignor hereunder as if such assignee were the assignor; no such assignment shall be valid unless the assumption of obligations described in this sentence has been executed. Neither a Transfer of Units nor the admission of the Transferee thereof as a Member shall discharge the transferor from any obligation hereunderMembers.
(ii) The restrictions contained in this SECTION 2.6(a) shall not apply with respect to any Transfer of Units or any part thereof by any Member (a) among its Affiliates, (b) to any lender to whom a Member's Units or any part thereof are assigned or pledged pursuant to a loan agreement, (c) to any Member's spouse or children or to a trust or the trustee or 8 68 trustees of a trust directly or indirectly for the benefit of the Member's spouse, children or a charitable organization, (d) to the Member's executors, administrator, testamentary trustee, legatees or beneficiaries upon the Member's death, or (e) by gift (all such transferees shall be collectively referred to as the "Permitted Transferees"); PROVIDED, that the Permitted Transferee shall execute a counterpart of this Agreement; and PROVIDED, FURTHER that the restrictions contained in this Agreement shall continue to apply to the Units after such Transfer by reference to the original Member; and PROVIDED, FURTHER, that the transferor shall remain liable for all of its obligations under this Agreement that survive.
Appears in 1 contract
Sources: Limited Liability Company Agreement (Vivid Seats Inc.)
Transfer of Units. (a) Units may be transferred only (i) Except as expressly provided in this Agreementby operation of law pursuant to the death, a Member may not selldivorce, exchangebankruptcy, transfer, assign, pledge, hypothecate insolvency or otherwise dispose of all or any portion of any dissolution of such Member's Units Member or any interest therein (a "Transfer"ii) (except for a Transfer by Internet World to any Person or by any Member to a Permitted Transferee) without with the written consent of the Board, Board of Managers (which consent may be withheld for in its sole discretion).
(b) The Board of Managers may not consent to a Transfer of all or any reason. The Units held by a Member unless: (i) the person to whom such Units are transferred is a person whom the Company shall not register believes is an accredited investor, as such term is defined in Regulation D under the Securities Act of 1933 or any successor thereto; (ii) the person to whom such Unit is transferred is a person whom the Company believes meets all of the then-applicable qualification requirements to invest in the Company as established by the Board of Managers; and (iii) all of the Units held by a Member is transferred to a single transferee or, after the Transfer of a portion of Units held by a Member's , the value of Units or any interest therein, and any such Transfer or registration of Transfer shall be null and void, without the written consent held by each of the Boardtransferee and transferor is not less than $50,000. An assignee who has not been admitted Any transferee that acquires Units by operation of law as the result of the death, divorce, bankruptcy, insolvency or dissolution of a Member or otherwise, shall be entitled only to allocations the right to tender such Units for repurchase by the Company in connection with an offer to purchase Units made by the Company and shall be entitled to receive any dividend and other distributions paid by the Company with respect to such interest in accordance with this AgreementUnits, and shall have no right to any information or, to the fullest extent permitted by law, accounting of the affairs of the Company, but shall not be entitled to inspect the books or records of the Company and shall not have any of the other rights of a Member under unless and until such transferee becomes a substituted Member. If a Member transfers Units with the Act or this Agreementapproval of the Board of Managers, but the Board of Managers shall otherwise assume promptly take all necessary actions so that the transferee to whom such Units are transferred is admitted to the Company as a Member. Each Member effecting a Transfer and its transferee agree to pay all expenses, including attorneys' and accountants' fees, incurred by the Company in writing prior to connection with such Transfer, other than a pledge (in respect of which such compliance shall be required after sale or foreclosure), all obligations of the assignor hereunder as if such assignee were the assignor; no such assignment shall be valid unless the assumption of obligations described in this sentence has been executed. Neither a Transfer of Units nor the admission of the Transferee thereof as a Member shall discharge the transferor from any obligation hereunder.
(c) Each Member shall indemnify and hold harmless the Company, the Managers, the Adviser, each other Member and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs and expenses or any judgments, fines and amounts paid in settlement), joint or several, to which such persons may become subject by reason of or arising from (i) any Transfer made by such Member in violation of this Section 4.4 and (ii) The restrictions contained in this SECTION 2.6(a) shall not apply with respect to any Transfer of Units or any part thereof misrepresentation by any such Member (aor such Member’s transferee) among its Affiliates, (b) to in connection with any lender to whom a Member's Units or any part thereof are assigned or pledged pursuant to a loan agreement, (c) to any Member's spouse or children or to a trust or the trustee or 8 68 trustees of a trust directly or indirectly for the benefit of the Member's spouse, children or a charitable organization, (d) to the Member's executors, administrator, testamentary trustee, legatees or beneficiaries upon the Member's death, or (e) by gift (all such transferees shall be collectively referred to as the "Permitted Transferees"); PROVIDED, that the Permitted Transferee shall execute a counterpart of this Agreement; and PROVIDED, FURTHER that the restrictions contained in this Agreement shall continue to apply to the Units after such Transfer by reference to the original Member; and PROVIDED, FURTHER, that the transferor shall remain liable for all of its obligations under this Agreement that survive.Transfer. of
Appears in 1 contract
Sources: Limited Liability Company Agreement (Man FRM Alternative Multi-Strategy Fund LLC)
Transfer of Units. Other than as provided for below in this Section 8.1, no Member may sell, assign, transfer, grant a participation in, pledge, hypothecate, encumber or otherwise dispose of (such transaction being in this Agreement collectively called a “Transfer”) all or any portion of its Units except with the approval of the Managing Member, which may be granted or withheld in its sole discretion. Without the approval of the Managing Member (but otherwise in compliance with Section 8.1), a Member may, at any time, (a) Transfer any portion of such Member’s Units pursuant to Article IX, and (b) Transfer any portion of such Member’s Units to a Permitted Transferee of such Member. Any Transfer of Units to a Permitted Transferee of such Member by a Member which also holds (x) Class V Common Stock must be accompanied by the transfer of a corresponding number of shares of Class V Common Stock (determined based upon the Exchange Rate then in effect) to such Permitted Transferee and (y) Class O Common Stock must be accompanied by the transfer of a corresponding number of shares of Class O Common Stock (determined based upon the Exchange Rate then in effect) to such Permitted Transferee. Any purported Transfer of all or a portion of a Member’s Units not complying with this Section 8.1 shall be void and shall not create any obligation on the part of the Company or the other Members to recognize that purported Transfer or to recognize the Person to which the Transfer purportedly was made as a Member. A Person acquiring a Member’s Units pursuant to this Section 8.1 shall not be admitted as a Substituted Member or an Additional Member except in accordance with the requirements of Section 8.2, but such Person shall, to the extent of the Units transferred to it, be entitled to such Member’s (i) Except share of Distributions, (ii) share of Profits and Losses and (iii) Capital Account in accordance with Section 3.5. Notwithstanding anything in this Agreement to the contrary, if a Member Transfers all or any portion of its Units after the designation of a record date and declaration of a Distribution pursuant to Section 4.1 and before the payment date of such Distribution, the transferring Member (and not the Person acquiring all or any portion of its Units) shall be entitled to receive such Distribution in respect of such transferred Units. Notwithstanding the foregoing, except as expressly otherwise provided in this Agreement, a Member including in Sections 3.2, 3.3 and 3.13 and Article IX, PubCo may not sell, exchange, transfer, assign, pledge, hypothecate or otherwise dispose of Transfer all or any portion part of any of such Member's its Units or any interest therein (a "Transfer") (except for a Transfer by Internet World to any Person or by any Member to a Permitted Transferee) without the written consent of the Board, which consent may be withheld for any reason. The Company shall not register any Transfer of Members (other than PubCo) holding at least a Member's Units or any interest therein, and any such Transfer or registration of Transfer shall be null and void, without the written consent majority of the Board. An assignee who has not been admitted as a Member shall be entitled only to allocations aggregate Common Units then outstanding and distributions with respect to held by such interest in accordance with this Agreement, and shall have no right to any information or, to the fullest extent permitted by law, accounting of the affairs of the Company, shall not be entitled to inspect the books or records of the Company and shall not have any of the rights of a Member under the Act or this Agreement, but shall otherwise assume in writing prior to such Transfer, Members (other than a pledge (in respect of which such compliance shall be required after sale or foreclosurePubCo), all obligations of the assignor hereunder as if such assignee were the assignor; no such assignment shall be valid unless the assumption of obligations described in this sentence has been executed. Neither a Transfer of Units nor the admission of the Transferee thereof as a Member shall discharge the transferor from any obligation hereunder.
(ii) The restrictions contained in this SECTION 2.6(a) shall not apply with respect to any Transfer of Units or any part thereof by any Member (a) among its Affiliates, (b) to any lender to whom a Member's Units or any part thereof are assigned or pledged pursuant to a loan agreement, (c) to any Member's spouse or children or to a trust or the trustee or 8 68 trustees of a trust directly or indirectly for the benefit of the Member's spouse, children or a charitable organization, (d) to the Member's executors, administrator, testamentary trustee, legatees or beneficiaries upon the Member's death, or (e) by gift (all such transferees shall be collectively referred to as the "Permitted Transferees"); PROVIDED, that the Permitted Transferee shall execute a counterpart of this Agreement; and PROVIDED, FURTHER that the restrictions contained in this Agreement shall continue to apply to the Units after such Transfer by reference to the original Member; and PROVIDED, FURTHER, that the transferor shall remain liable for all of its obligations under this Agreement that survive.
Appears in 1 contract
Sources: Limited Liability Company Agreement (GSR II Meteora Acquisition Corp.)
Transfer of Units. (i) Except as expressly provided in this Agreement, a Member may not sell, exchange, transfer, assign, pledge, hypothecate or otherwise dispose of all or any portion of any of such Member's Units or, in the case of a Management Member, such Management Member's Management Interest, or any interest therein (a "Transfer") (except for a Transfer by Internet World to any Person or by any Member to a Permitted Transferee) without the written consent of the Board, which consent may be withheld for any reason. The Company shall not register any Transfer of a Member's Units Units, a Management Member's Management Interest, or any interest therein, and any such Transfer or registration of Transfer shall be null and void, without the written consent of the Board. An assignee who has not been admitted as a Member shall be entitled only to allocations and distributions with respect to such interest in accordance with this Agreement, and shall have no right to any information or, to the fullest extent permitted by law, accounting of the affairs of the Company, shall not be entitled to inspect the books or records of the Company and shall not have any of the rights of a Member under the Act or this Agreement, but shall otherwise assume in writing prior to such Transfer, other than a pledge (in respect of which such compliance shall be required after sale or foreclosure), all obligations of the assignor hereunder as if such assignee were the assignor; no such assignment shall be valid unless the assumption of obligations described in this sentence has been executed. Neither a Transfer of Units nor the admission of the Transferee thereof as a Member shall discharge the transferor from any obligation hereunder.
(ii) The restrictions contained in this SECTION Section 2.6(a) shall not apply with respect to any Transfer of Units or any part thereof by any Member (a) among its Affiliates, (b) to any lender to whom a Member's Units or any part thereof are assigned or pledged pursuant to a loan agreement, (c) to any Member's spouse or children or to a trust or the trustee or 8 68 trustees of a trust directly or indirectly for the benefit of the Member's spouse, children or a charitable organization, (d) to the Member's executors, administrator, testamentary trustee, legatees or beneficiaries upon the Member's death, death or (e) by gift (all such transferees shall be collectively referred to as the "Permitted Transferees"); PROVIDEDprovided, that the Permitted Transferee shall execute a counterpart of this Agreement; and PROVIDEDprovided, FURTHER further that the restrictions contained in this Agreement shall continue to apply to the Units after such Transfer by reference to the original Member; and PROVIDEDprovided, FURTHERfurther, that the transferor shall remain liable for all of its obligations under this Agreement that survive.
Appears in 1 contract
Sources: Limited Liability Company Agreement (Internet Com Corp)
Transfer of Units. (i) Except as expressly provided in this Agreement, a A Member may Transfer a Unit only in accordance with the following terms:
(a) No Units shall be Transferred unless the Transferring Member obtains the consent of all other Members; provided, however, that this restriction shall not sellapply to a Transfer by gift, exchangewill, transferor operation of law to or for the benefit of one or more of a Member’s lineal descendants, assignparents, pledgesiblings, hypothecate or otherwise dispose spouse (a “Relative”), or to any limited liability company, limited liability partnership, or other entity in which all or substantially all of the beneficial and voting or other controlling interests are owned, held, and controlled by the Member or a Relative.
(b) The Company shall not be required to recognize any Transfer of all or any portion of any a Unit until the instrument conveying such Unit has been delivered to the non‑Transferring Members for recordation on the books of such Member's Units or any interest therein the Company.
(a "Transfer"c) Unless an assignee (except for a Transfer by Internet World to any Person or by any Member to a Permitted i.e., Transferee) without is admitted to the written consent of the Board, which consent may be withheld for any reason. The Company shall not register any Transfer of a Member's Units or any interest therein, and any such Transfer or registration of Transfer shall be null and void, without the written consent of the Board. An assignee who has not been admitted as a substitute Member shall be entitled only to allocations and distributions with respect to such interest in accordance with this AgreementSection 9.2, and shall have no right to any information or, to the fullest extent permitted by law, accounting of the affairs of the Company, such assignee shall not be entitled to inspect the books or records of the Company and shall not have any of the rights of granted to a Member under hereunder other than the Act right to receive the distributions and return of contributions to which the assignor otherwise would be entitled with respect to the Unit (or this Agreementportion thereof) Transferred.
(d) The assignor shall notify the non‑Transferring Members of such Transfer and provide them with such information regarding the assignee and the Transfer (including, but shall otherwise assume in writing prior to such Transfernot limited to, other than a pledge (in respect of which such compliance shall be required after sale or foreclosure)the name, all obligations address, and taxpayer identification number of the assignor hereunder and assignee and the date of the Transfer) as is required under Section 6050K of the Code (if such assignee were the assignor; no such assignment shall be valid unless the assumption of obligations transfer is a sale or exchange described in this sentence has been executed. Neither a Transfer of Units nor the admission Section 751(a) of the Transferee thereof as a Member shall discharge Code) and Regulations promulgated thereunder in the transferor from any obligation hereundermanner and at the time prescribed by law.
(iie) The restrictions contained assignor or assignee shall deliver to the other Members an opinion of counsel or other evidence satisfactory to such Members that the Unit to be Transferred is registered under the Securities Act and applicable state securities laws or that exemptions from such registration are available and applicable.
(f) The assignee shall pay all costs and expenses reasonably incurred by the Company in connection with such Transfer.
(g) The effective date of any Transfer shall be the date on which all of the prerequisites to the Transfer specified in this SECTION 2.6(a) shall not apply with respect Article have been made, provided that for purposes of any required amendment by the Company of the Articles and of any filings made in other jurisdictions, the Company may refuse to any Transfer of Units or any part thereof by any Member (a) among its Affiliates, (b) to any lender to whom a Member's Units or any part thereof are assigned or pledged pursuant to a loan agreement, (c) to any Member's spouse or children or to a trust or recognize the trustee or 8 68 trustees effectiveness of a trust directly or indirectly for Transfer until the benefit end of the Member's spousecurrent monthly, children or a charitable organizationquarterly, (d) to the Member's executors, administrator, testamentary trustee, legatees or beneficiaries upon the Member's deathsemi‑annual, or (e) by gift (all such transferees shall be collectively referred to as the "Permitted Transferees"); PROVIDED, that the Permitted Transferee shall execute a counterpart of this Agreement; and PROVIDED, FURTHER that the restrictions contained in this Agreement shall continue to apply to the Units after such Transfer by reference to the original Member; and PROVIDED, FURTHER, that the transferor shall remain liable for all of its obligations under this Agreement that surviveannual accounting period.
Appears in 1 contract
Sources: Operating Agreement
Transfer of Units. (ia) Except A Unit Holder may Transfer its Units, or any part thereof, by a Transfer of the Depositary Receipt representing the Units in accordance with the terms of, and subject to the conditions specified in, the Depositary Agreement.
(b) Each distribution in respect of a Unit shall be paid by the Partnership, directly or through the transfer agent or through any other person or agent, only to the Record Holder of such Unit as expressly provided of the Record Dates set for such distribution. Such payment shall constitute full payment and satisfaction of the Partnership's liability in respect of such payment, regardless of any claim of any Person who may have an interest in or with respect to such payment by reason of any assignment or otherwise. The expense of any action taken pursuant to this AgreementSection 7.03(b) will be a Partnership expense.
(c) Notwithstanding anything to the contrary herein, the Partnership shall not recognize for any purpose any purported transfer by a Member may not sell, exchange, transfer, assign, pledge, hypothecate or otherwise dispose Unit Holder of all or any portion part of a Unit held by such Unit Holder until such transfer has been effected on the books of the Transfer Agent.
(d) By payment of its subscriptions and acceptance of the confirmation of its purchase of a Unit to Units, any holder of a Unit conclusively shall be deemed to have agreed to comply with and be bound by all terms and conditions of this Agreement and the Depositary receipt evidencing such Member's Units or any interest therein Unit.
(e) In order to prevent the Partnership from being treated as a "Transfer") (except publicly traded partnership" for federal tax purposes, when the General Partner determines, in its sole discretion, that there is a Transfer by Internet World to any Person or by any Member to risk that a Permitted Transferee) without the written consent of the Board, which consent may be withheld for any reason. The Company shall not register any Transfer of a Member's Units or any interest therein, and any such Transfer or registration of Transfer shall be null and void, without the written consent of the Board. An assignee who has not been admitted as a Member shall be entitled only to allocations and distributions with respect to such interest in accordance with this Agreement, and shall have no right to any information or, to the fullest extent permitted by law, accounting of the affairs of the Company, shall not be entitled to inspect the books or records of the Company and shall not have any of the rights of a Member under the Act or this Agreement, but shall otherwise assume in writing prior to such Transfer, other than a pledge (in respect of which such compliance shall be required after sale or foreclosure), all obligations of the assignor hereunder as if such assignee were the assignor; no such assignment shall be valid unless the assumption of obligations described in this sentence has been executed. Neither a proposed Transfer of Units nor may occur on a secondary market (or a substantial equivalent thereof) and the admission General Partner receives an opinion of Counsel that the exercise of the Transferee thereof following powers would not cause the assets of the Partnership to become plan assets for purposes of ERISA, then the Partnership and the General Partner have the right (i) to refuse to recognize any such attempted Transfer which would constitute a Transfer in a secondary market (or a substantial equivalent thereof) as a Member shall discharge the transferor from defined under Code section 7704 and any obligation hereunder.
Regulations promulgated thereunder, (ii) The restrictions contained in this SECTION 2.6(a) shall to require the Unit Holders not apply with respect to any Transfer of their Units on a secondary market (or any part thereof by any Member (a) among its Affiliatesa substantial equivalent thereof), (biii) to any lender require the Unit Holders to whom provide all the information respecting transfers which the General Partner deems necessary in order to determine whether the Transfer may occur on a Member's Units secondary market (or any part thereof are assigned or pledged pursuant to a loan agreementsubstantial equivalent thereof), and (civ) to take any Member's spouse actions they deem necessary or children or to a trust or the trustee or 8 68 trustees of a trust directly or indirectly for the benefit of the Member's spouse, children or a charitable organization, (d) to the Member's executors, administrator, testamentary trustee, legatees or beneficiaries upon the Member's death, or (e) by gift (all such transferees shall be collectively referred to as the "Permitted Transferees"); PROVIDED, appropriate in their reasonable discretion so that the Permitted Transferee shall execute a counterpart of this Agreement; and PROVIDED, FURTHER that the restrictions contained in this Agreement shall continue to apply to the Units after such Transfer by reference to the original Member; and PROVIDED, FURTHER, that the transferor shall remain liable for all of its obligations under this Agreement that surviveis not in fact recognized.
Appears in 1 contract
Sources: Limited Partnership Agreement (Shopco Regional Malls Lp)
Transfer of Units. A. Except as provided in this Section 5.1, (i) Except as expressly provided in this Agreementno Class A Member shall endorse, a Member may not sell, exchange, transfergive, assign, pledge, hypothecate transfer or otherwise dispose of, voluntarily or involuntarily or by operation of all or any portion of any of such Member's Units or any interest therein law (a hereinafter referred to as "Transfer") (except for a Transfer by Internet World to all or any Person or by any Member to a Permitted Transferee) part of such Class A Member's Units without the prior written consent of the Board, Board of Managers and (ii) prior to the date on which consent may be withheld for any reason. The Company shall not register any Transfer of a Member's Units or any interest therein, and any such Transfer or registration of Transfer shall be null and voidall Term Loans have been satisfied in full, without the prior written consent of the BoardMajority Lenders (as such term is defined in the Bridge Loan Agreement).
B. Any Class A Member may sell or assign (for any consideration or no consideration) all of its Units to an Affiliate of the Class A Member that (i) holds 100% of the ownership and effective control over the transferring Class A Member, (ii) 100% of the ownership and effective control over which is held by the transferring Class A Member or (iii) is under common 100% control with the transferring Class A Member. An assignee who has not been A permitted transferee of a Class A Member under this Section 5.1.B shall be admitted to the Company as a substitute Class A Member shall be entitled only to allocations and distributions with respect to such interest in accordance with this Agreement, and shall have no right the Units transferred to any information or, it upon the satisfaction of all of the following conditions:
(i) an executed or authenticated copy of the written instrument of assignment or Transfer is delivered to the fullest extent permitted by law, accounting of the affairs of the Company, shall not be entitled to inspect the books or records of the Company and shall not have any of the rights of a Member under the Act or this Agreement, but shall otherwise assume in writing prior to such Transfer, other than a pledge (in respect of which such compliance shall be required after sale or foreclosure), all obligations of the assignor hereunder as if such assignee were the assignor; no such assignment shall be valid unless the assumption of obligations described in this sentence has been executed. Neither a Transfer of Units nor the admission of the Transferee thereof as a Member shall discharge the transferor from any obligation hereunder.;
(ii) The restrictions contained in this SECTION 2.6(athe transferor Class A Member grants to the transferee the right to be admitted to the Company as a substitute Class A Member;
(iii) shall not apply with respect the transferee agrees to any Transfer of Units or any part thereof be bound by any Member (a) among its Affiliates, (b) to any lender to whom a Member's Units or any part thereof are assigned or pledged pursuant to a loan agreement, (c) to any Member's spouse or children or to a trust or the trustee or 8 68 trustees of a trust directly or indirectly for the benefit all of the Member's spouse, children or a charitable organization, (d) to the Member's executors, administrator, testamentary trustee, legatees or beneficiaries upon the Member's death, or (e) terms of this Agreement by gift (all such transferees shall be collectively referred to as the "Permitted Transferees"); PROVIDED, that the Permitted Transferee shall execute executing a counterpart of signature page to this Agreement; and PROVIDED, FURTHER that the restrictions contained in this Agreement shall continue to apply to and
(iv) the Units after such Transfer acquired by reference to the original Member; and PROVIDED, FURTHER, that transferee consist of all the Units of the transferor Class A Member in the Company.
C. No Class B Member shall remain liable for all have any right to assign or Transfer any of its obligations rights under this Agreement that surviveand any purported assignment or Transfer shall be void ab initio, unless consented to by the Majority Lenders and the Class A Member.
Appears in 1 contract
Sources: Limited Liability Company Agreement (Creditrust Corp)