Transfers by Non-Managing Members Sample Clauses

Transfers by Non-Managing Members. WITHDRAWAL OF AND TRANSFER BY MANAGING MEMBER; LIQUIDITY EVENTS
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Transfers by Non-Managing Members. Except as set forth in this Article XI, no Non-Managing Member may Transfer all or any part of its interest in the Company, including any interest in the capital or profits of the Company and the right to receive distributions from the Company, provided that a Non-Managing Member may, with the prior written consent of the Managing Member (which consent may not be unreasonably withheld) and upon compliance with this Section 10.1, Transfer all or a portion of such Non-Managing Member’s interest in the Company. In the case of any attempted or purported Transfer of an interest in the Company not in compliance with this Agreement, the Transferring Non-Managing Member may be designated as a Defaulting Member under Section 6.3. For purposes of this Section 10.1(a), the Non-Managing Members agree and acknowledge that it shall not be unreasonable for the Managing Member to withhold its consent if: (i) the Transferring Non-Managing Member is either a Defaulting Member or a Non-Managing Member who seeks United States Permanent residency through the EB-5 category without restrictions, and such Non-Managing Member has not received from the United States Department of State his or her immigrant visa through (A) consular processing,
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Transfers by Non-Managing Members. Prior to the third anniversary of the Closing Date (such date is referred to herein as the “Expiration Date”), neither the Class A Units owned by any Non-Managing Member nor any interest therein nor any rights relating thereto may be Transferred, directly or indirectly, by any Non-Managing Member unless (A) such Transfer is to a Permitted Transferee pursuant to Section 7(c) below or (B) such Transfer is authorized in writing by the Managing Member.
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Transfers by Non-Managing Members. (A) A Non-Managing Member may not Transfer its Interest in the Company or any part thereof to any Person (a "PROPOSED TRANSFEREE") except (i) as provided in Section 4.03(A)(b)(ii), or (ii) as permitted in this ---------------------- Article X, and any such Transfer in violation of this Article X shall be null --------- --------- and void ab initio as against the Company, except as otherwise provided by law. In connection with any transfer of an Interest in accordance with the terms of this Agreement, the transferee of such Interest and the other Members shall enter into a supplemental agreement memorializing such transfer, which supplemental agreement shall specify, among other things, the amount of such transferee's Capital Commitment and Net Adjusted Capital Contributions as of the date of such transfer, and the method of allocations of distributions to Class A Members under Section 6.01. ------------ (a) Subject to Section 10.01(B)(b), a Non-Managing Member may ------------------- Transfer its Interest in the Company, in whole or in part, by an executed and acknowledged written instrument only if all of the following conditions are satisfied: (1) the transferor and Proposed Transferee file a Notice of Transfer with the Managing Member which contains the information reasonably required by the Managing Member, including (a) the address and social security or taxpayer identification number of the Proposed Transferee, (b) the circumstances under which the proposed Transfer is to be made, including whether the proposed Transfer would constitute a disregarded transfer for purposes of Treasury Regulation Section 1.7704-1(e), and that the proposed ------------------- Transfer is not being made on an established securities market or a secondary market (or the substantial equivalent thereof) for purposes of Section 7704 of the Code, and (c) the ------------ Interests to be Transferred, and which Notice shall be signed and certified by the Non-Managing Member; (2) any reasonable out-of-pocket costs incurred by the Company in connection with the Transfer are paid by the transferor Non-Managing Member to the Company; (3) the Interest being transferred represents an initial Capital Commitment of at least Five Million Dollars ($5,000,000); (4) PWRES and/or its Affiliates, including for purposes hereof Stratum Realty Fund, L.P. and Stratum Realty Fund II, L.P. (to be formed), shall retain not less than (i) 25% beneficial ownership of all Class A Member Interests and (i...
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Transfers by Non-Managing Members 
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Related to Transfers by Non-Managing Members

  • Transfers by Members No holder of Units shall Transfer any interest in any Units, except Transfers (a) pursuant to and in accordance with Sections 10.02 and 10.09 or (b) approved in advance and in writing by the Manager, in the case of Transfers by any Member other than the Manager, or (c) in the case of Transfers by the Manager, to any Person who succeeds to the Manager in accordance with Section 6.04. Notwithstanding the foregoing, “Transfer” shall not include (i) an event that terminates the existence of a Member for income tax purposes (including, without limitation, a change in entity classification of a Member under Treasury Regulations Section 301.7701-3, a sale of assets by, or liquidation of, a Member pursuant to an election under Code Sections 336 or 338, or merger, severance, or allocation within a trust or among sub-trusts of a trust that is a Member), but that does not terminate the existence of such Member under applicable state Law (or, in the case of a trust that is a Member, does not terminate the trusteeship of the fiduciaries under such trust with respect to all the Units of such trust that is a Member) or (ii) any indirect Transfer of Units held by the Manager by virtue of any Transfer of Equity Securities in the Corporation.

  • Transfers of Limited Partnership Interests 9.1 Restrictions on Transfer of Limited Partnership Interests. (a) No Limited Partner may offer, sell, assign, hypothecate, pledge or otherwise transfer all or any portion of his Limited Partnership Interest, or any of such Limited Partner’s economic rights as a Limited Partner, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a “Transfer”) without the consent of the General Partner, which consent may be granted or withheld in its sole and absolute discretion. Any such purported Transfer undertaken without such consent shall be considered to be null and void ab initio and shall not be given effect. (b) No Limited Partner may withdraw from the Partnership other than as a result of a permitted Transfer of all of its Partnership Interest pursuant to this Article 9. Upon the permitted Transfer or redemption of all of a Limited Partner’s Partnership Interest, such Limited Partner shall cease to be a Limited Partner.

  • Transfers, etc (a) This Warrant and the Warrant Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Act and any applicable state securities laws, or (ii) the Company first shall have been furnished with an opinion of legal counsel, satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Act and any applicable state securities laws. (b) Each certificate representing Warrant Shares shall bear a legend substantially in the following form: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, or any state securities laws, and may not be offered, sold or otherwise transferred, pledged or hypothecated unless and until such securities are registered under such act and applicable state securities laws or an opinion of counsel satisfactory to the Company is obtained to the effect that such registration is not required." The foregoing legend shall be removed from the certificates representing any Warrant Shares, at the request of the holder thereof, at such time as they become eligible for resale pursuant to Rule 144(k) under the Act. (c) The Company will maintain a register containing the name and address of the Holder of this Warrant. The Holder may change the Holder's address as shown on the warrant register by written notice to the Company requesting such change. (d) Subject to the provisions of clauses (a) and (b) of this Section 5, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant with a properly executed assignment (in the form of Exhibit II hereto) at the principal office of the Company (or, if another office or agency has been designated by the Company for such purpose, then at such other office or agency). Upon the presentation and surrender of such items to the Company, the Company shall execute and deliver to the transferee or transferees of this Warrant a new Warrant or Warrants, in the name of the transferee or transferees named in the assignment, and this Warrant shall at that time be canceled to the extent transferred.

  • Transfers by Landlord Landlord shall have the right to transfer and assign, in whole or in part, all of its rights and obligations hereunder and in the Building and Property referred to herein, and in such event and upon such transfer Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to such successor in interest of Landlord for the performance of such obligations.

  • VACANCIES, TRANSFERS AND PROMOTIONS A. As it relates to individual employees who are not regulated by the Teacher Tenure Act, a vacancy is defined as a newly created position or a current position in the bargaining unit which the Board intends to fill which has become open due to death, reassignment, retirement, resignation or dismissal of an employee. Such positions will not be posted until all teachers are assigned. 1. The above vacancies shall be posted online and via school email to all staff. 2. Positions as described above shall be posted at least ten (10) business days prior to being permanently filled, unless the vacancy occurs and is posted within ten (10) business days of the first official teacher work day of the school year. In that case, the posting period will be five (5) business days. 3. Any employee may apply for such positions by submitting a written letter to the Superintendent's Office. 4. After the last instructional day of the year, the Board shall post vacancies at the Superintendent’s Office. An employee with a request for a transfer on file under D. below or who has requested summer vacancy notices under C. below will be notified. B. As it relates to individual employees who are not regulated by the Teacher Tenure Act, an employee desiring to learn of position vacancies that occur during the summer shall leave self-addressed, stamped envelopes in the Personnel Office. Application for and filling of such summer vacancies shall follow the procedures in B. above. C. As it relates to individual employees who are not regulated by the Teacher Tenure Act, a request by an employee for transfer to a different building or position may be made at any time. Such request shall be made in writing to the Personnel Office with a copy to the Association President. The application shall set forth the school, grade or position sought, and the applicant's qualifications. Such request shall be reviewed twice each year to assure active consideration by the Board. In the event an employee is granted a transfer, the record of the transfer and any pertinent information related to the transfer shall be placed into the employee’s personnel file. No employee will be discriminated against because of a request to transfer.