Unlike corporate shareholders who are usually one step removed from the action, LLC members often have a hand in the day-to-day operations of the company.A member is often a company founder and takes a personal interest in company growth and direction.If assignment is not addressed in either corporate document, then assignments are either allowed or not based solely on the generalized statement found in the state's LLC statutes.
There are circumstances in which the member may choose, for the benefit of the company, to assign part or all of his interest in the company.
Assignments are addressed by state law, and even though the specifics are left to the individual LLC's articles of organization and operating agreement, state law sets out the basic requirements for handing off a member's share of an LLC.
No portion of the Membership Interest of the Class B Member may be transferred, conveyed, assigned or pledged at any time without the prior approval of Class A Members holding at least a majority of the then outstanding Class A Common Units, except for Permitted Transfers.
Upon any assignment, conveyance or transfer permitted hereunder, the assignee shall succeed to the rights and obligations of the assigning Member in respect of its interests in the Company so transferred and such assignee shall become a member in the Company; provided, however, that such assignee must agree to be bound by the terms of this Agreement, and evidence such agreement by executing a copy of this Agreement or a joinder thereto simultaneously with receiving such assignment of Membership Interests and as a condition to being admitted as a Member in the Company.
The assignor shall not thereby be relieved of any of its unperformed obligations to the Company.5.3Withdrawal.
Subject to Section 5.5 and Section 5.6 hereof, no Member may withdraw from the Company, except in connection with a permitted assignment of such Member’s Membership Interest and the admission of such Member’s assignee to the Company in such Member’s place and stead in accordance with Section 5.2 hereof. In the event of the death, dissolution, termination, bankruptcy or insolvency of a Member (such event and such Member being hereinafter referred to as the "Disabling Event" and "Disabled Member," respectively), the Company shall not dissolve, but shall continue.
An assignee of a Member's Membership Interest shall be admitted as a substitute member and shall be entitled to all the rights and powers of the assignor (to the extent assigned), provided that (i) the Manager approves in writing the substitution of the assignee for the assignor as a member, and (ii) the assignee accepts, adopts, approves and agrees, in writing, to be bound by all of the terms and provisions of this Agreement.
If admitted, the assignee, as a substitute member, shall have, to the extent assigned, all of the rights and powers, and shall be subject to all of the restrictions and liabilities, of the assigning Member.
The articles of organization or an operating agreement may provide for the assignment or transfer of any interest represented by such a certificate and make other provisions with respect to such certificates.1991, c.
Each Contributor shall have executed and delivered to Acquirer an Assignment and Assumption Agreement, in substantially the form of Exhibit A attached hereto (the “Assignment and Assumption Agreement”). The Assignment of Membership Interests representing legal and beneficial ownership of one hundred percent (100%) of all the outstanding membership interests of the Company, free and clear of all security interests, liens, pledges, charging orders, encumbrances, or other claims in substantially the form attached hereto as Exhibit F. For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged by Assignor, Assignor does hereby assign, grant, bargain, sell, convey, transfer and deliver to Assignee, and his successors and assigns, all of Assignor’s membership interests in KRC Exploration LLC, a Nevada limited liability company. Purchaser shall have received (i) an assignment and assumption agreement in form and substance reasonably satisfactory to Purchaser assigning to Purchaser the Membership Interests (free and clear of all Liens), all membership rights and all rights to participate in the management of the Company, including the appointment of Persons identified to Holdings in writing prior to the Closing as the entire Board of Managers of the Company as of the Closing, and (ii) an accession signature page to the Limited Liability Company Agreement admitting Purchaser as the sole member of the Company. The Class A Members may transfer, convey, assign or pledge all or any portion of such Class A Member’s Membership Interest in the Company at any time, subject to Section 12.3.