Common use of Assignability of Interests Clause in Contracts

Assignability of Interests. Except as otherwise specifically provided in this Article XV, no Member or other Interest Holder may assign the whole or any part of its Interests (including, without limitation, any direct or indirect assignment, whether by operation of law or otherwise, pursuant to a merger, consolidation or conversion involving an Interest Holder) without the prior written consent of (i) so long as no Event of Default has occurred and is continuing, the Members (which may include such assigning Member) owning a majority of the issued and outstanding Class A Common Membership Interests or (ii) upon the occurrence of an Event of Default, and during the continuation thereof, the Members (which may include such assigning Member) owning a majority of the issued and outstanding Class A Preferred Membership Interests, Class B Preferred Membership Interests and Class C Preferred Membership Interests, voting together as a single class, in either case which consent may be given or withheld in the sole discretion of each such Member. If the prior written consent of such Members is obtained for any such assignment, such assignment shall not entitle the assignee to become a Substitute Member or to exercise or receive any of the rights, powers or benefits of a Member other than the right to receive distributions to which the assigning Member would be entitled, unless the assigning Member designates, in a written instrument delivered to the other Members, its assignee to become a Substitute Member and the admission of such assignee as a Member is consented to in writing by (i) so long as no Event of Default has occurred and is continuing the Members (which may include such assigning Member) owning a majority of the issued and outstanding Class A Common Membership Interests or (ii) upon the occurrence of an Event of Default, and during the continuation thereof, the Members (which may include such assigning Member) owning a majority of the issued and outstanding Class A Preferred Membership Interests, Class B Preferred Membership Interests and Class C Preferred Membership Interests, voting together as a single class, in either case which consent may be given or withheld in the sole discretion of each such Member; and provided, further, that such assignee shall not become a Substitute Member without having first executed an instrument reasonably satisfactory to the Board accepting and agreeing to the terms and conditions of this Agreement, which instrument may be a counterpart of this Agreement, and without having paid to the Company a fee sufficient to cover all reasonable expenses of the Company in connection with such assignee’s admission as a Substitute Member. If a Member assigns all of its interest in the Company and the assignee of such interest is entitled to become a Substitute Member pursuant to this Article XV, such assignee shall be admitted to the Company effective immediately prior to the effective date of the assignment, and, immediately following such admission, the assigning Member shall cease to be a member of the Company, and the Company shall continue without dissolution.

Assignability of Interests. (a) Except as otherwise specifically provided in this Article XV14, no Member or other Interest Holder may assign the whole or any part of its Interests (including, without limitation, any direct or indirect assignment, whether by operation of law or otherwise, pursuant to a merger, consolidation or conversion involving an Interest Holder) without the prior written consent of (i) so long as no Event of Default has occurred and is continuingall other Members, the Members (which may include such assigning Member) owning a majority of the issued and outstanding Class A Common Membership Interests or (ii) upon the occurrence of an Event of Default, and during the continuation thereof, the Members (which may include such assigning Member) owning a majority of the issued and outstanding Class A Preferred Membership Interests, Class B Preferred Membership Interests and Class C Preferred Membership Interests, voting together as a single class, in either case which consent may be given or withheld in the sole and absolute discretion of each such Memberother Members. If the prior written consent of such the other Members is obtained for any such assignment, such assignment shall shall, nevertheless, not entitle the assignee to become a Substitute Member or to be entitled to exercise or receive any of the rights, powers or benefits of a Member other than the right to receive distributions to which the assigning Member would be entitled, unless the assigning Member designates, in a written instrument delivered to the other Members, its assignee to become a Substitute Member and all of the other Members consent to the admission of such assignee as a Member is consented to in writing by (i) so long as no Event of Default has occurred and is continuing the Members (which may include such assigning Member) owning a majority of the issued and outstanding Class A Common Membership Interests or (ii) upon the occurrence of an Event of Default, and during the continuation thereof, the Members (which may include such assigning Member) owning a majority of the issued and outstanding Class A Preferred Membership Interests, Class B Preferred Membership Interests and Class C Preferred Membership Interests, voting together as a single class, in either case which consent may be given or withheld in the sole discretion of each such Member; and provided, provided further, that such assignee shall not become a Substitute Member without having first executed an instrument reasonably satisfactory to the Board other Members accepting and agreeing to the terms and conditions of this Agreement, which instrument may be including a counterpart of this Agreement, and without having paid to the Company a fee sufficient to cover all reasonable expenses of the Company in connection with such assignee’s 's admission as a Substitute Member. If . (b) Notwithstanding the foregoing, EAGLE (and any assignee or Substitute Member that is a Member assigns "Permitted Assignee" as defined below, and which hereafter acquires its Interest from EAGLE or another Permitted Assignee) shall be permitted to assign, at any time and from time to time, all or any part of its interest Interest to a Permitted Assignee. For this purpose "Permitted Assignee" means a Person that is (i) an Affiliate of ▇▇▇▇▇▇▇ or ▇▇▇▇▇ ▇▇▇▇▇, (ii) a natural or adoptive lineal ancestor or descendant of either of ▇▇▇▇▇▇▇ or ▇▇▇▇▇ ▇▇▇▇▇, (iii) a trust, estate, guardianship or custodianship, including those established under any the Uniform Gifts to Minors Act of any state, for an individual described in the Company preceding clause (ii), and (iv) entities under the assignee control of ▇▇▇▇▇▇▇ or ▇▇▇▇▇ ▇▇▇▇▇ and one or more other Permitted Assignees; provided, however, that no transfer shall be made under this section if such interest is entitled transfer or transfers would result in EAGLE. ▇▇▇▇▇▇▇ or ▇▇▇▇▇ ▇▇▇▇▇, and any Affiliate of EAGLE and ▇▇▇▇▇▇▇ or ▇▇▇▇▇ ▇▇▇▇▇ to become own a Substitute Member pursuant Percentage Interest or Percentage Interests, in the aggregate, of less than 2%. EAGLE shall have the right to this Article XV, such assignee designate that any Permitted Assignee shall be admitted to the Company effective immediately prior to the effective date of the assignment, and, immediately following such admission, the assigning Member shall cease to be as a member of the Company, and the Company shall continue without dissolutionSubstitute Member.

Assignability of Interests. Except as otherwise specifically provided in this Article XV, no Member or other Interest Holder may assign the whole or any part of its Interests (including, without limitation, any direct or indirect assignment, whether by operation of law or otherwise, pursuant to a merger, consolidation or conversion involving an Interest Holder) without the prior written consent of (i) so long as no Event of Default has occurred and is continuing, the Members (which may include such assigning Member) owning a majority of the issued and outstanding Class A Common Membership Interests or (ii) upon the occurrence of an Event of Default, and during the continuation thereof, the Members (which may include such assigning Member) owning a majority of the issued and outstanding Class A Preferred Membership Interests, Class B Preferred Membership Interests and Class C B Preferred Membership Interests, voting together as a single class, in either case which consent may be given or withheld in the sole discretion of each such Member. If the prior written consent of such Members is obtained for any such assignment, such assignment shall not entitle the assignee to become a Substitute Member or to exercise or receive any of the rights, powers or benefits of a Member other than the right to receive distributions to which the assigning Member would be entitled, unless the assigning Member designates, in a written instrument delivered to the other Members, its assignee to become a Substitute Member and the admission of such assignee as a Member is consented to in writing by (i) so long as no Event of Default has occurred and is continuing the Members (which may include such assigning Member) owning a majority of the issued and outstanding Class A Common Membership Interests or (ii) upon the occurrence of an Event of Default, and during the continuation thereof, the Members (which may include such assigning Member) owning a majority of the issued and outstanding Class A Preferred Membership Interests, Class B Preferred Membership Interests and Class C B Preferred Membership Interests, voting together as a single class, in either case which consent may be given or withheld in the sole discretion of each such Member; and provided, further, that such assignee shall not become a Substitute Member without having first executed an instrument reasonably satisfactory to the Board accepting and agreeing to the terms and conditions of this Agreement, which instrument may be a counterpart of this Agreement, and without having paid to the Company a fee sufficient to cover all reasonable expenses of the Company in connection with such assignee’s admission as a Substitute Member. If a Member assigns all of its interest in the Company and the assignee of such interest is entitled to become a Substitute Member pursuant to this Article XV, such assignee shall be admitted to the Company effective immediately prior to the effective date of the assignment, and, immediately following such admission, the assigning Member shall cease to be a member of the Company, and the Company shall continue without dissolution.

Assignability of Interests. Except as otherwise specifically provided set forth in this Article XVSections ---------------------------- 13.5 and 13.6 hereof, and except in the case of an Assignment by operation of law, no Member or other Interest Holder Assignee may assign Assign the whole or any part of his, her or its Interests (Units without having obtained the prior approval of the Members by Required Vote. If such approval is granted, the Assignee shall be entitled to receive his, her or its share of the distributions of the Company to which his, her or its predecessor in interest would have been entitled, but, to the fullest extent permitted by law, the Assignee shall not be entitled to exercise any rights of a Member, including, without limitation, the right to vote or consent with respect to any direct proposed action of the Company as to which such vote or indirect assignmentconsent is required, whether unless and until the Assignee is admitted to the Company as a Substitute Member by the consent of the Members by Required Vote. If such consent of the Members is obtained, or in the case of an Assignment by operation of law or otherwise, pursuant to a merger, consolidation or conversion involving an Interest Holder) without the prior written consent of (i) so long as no Event of Default has occurred and is continuinglaw, the Members (which may include such assigning Member) owning assignee of a majority of the issued and outstanding Class A Common Membership Interests or (ii) upon the occurrence of an Event of Default, and during the continuation thereof, the Members (which may include such assigning Member) owning a majority of the issued and outstanding Class A Preferred Membership Interests, Class B Preferred Membership Interests and Class C Preferred Membership Interests, voting together as a single class, in either case which consent may be given or withheld in the sole discretion of each such Member. If the prior written consent of such Members is obtained for any such assignment, such assignment Unit shall not entitle the assignee to become a Substitute Member or to exercise or receive any Member. Notwithstanding the foregoing provisions of the rightsthis Section 13.1, powers or benefits no transferee of a Member other than the right to receive distributions to which the assigning Member would be entitled, unless the assigning Member designates, in a written instrument delivered to the other Members, its assignee to become a Substitute Member and the admission of such assignee as a Member is consented to in writing by (i) so long as no Event of Default has occurred and is continuing the Members (which may include such assigning Member) owning a majority of the issued and outstanding Class A Common Membership Interests or (ii) upon the occurrence of an Event of Default, and during the continuation thereof, the Members (which may include such assigning Member) owning a majority of the issued and outstanding Class A Preferred Membership Interests, Class B Preferred Membership Interests and Class C Preferred Membership Interests, voting together as a single class, in either case which consent may be given or withheld in the sole discretion of each such Member; and provided, further, that such assignee Units shall not become a Substitute Member without (i) having first executed an instrument reasonably satisfactory to the Board Manager accepting and agreeing to the terms and conditions of this Agreement, which instrument may be including a counterpart of signature page to this Agreement, and without (ii) having paid to the Company a fee sufficient to cover all reasonable expenses of the Company in connection with such assignee’s transferee's admission as a Substitute Member. If , and (iii) being named as a Member assigns all on Schedule A attached hereto. An Assignee of its interest in the Company and the assignee of such interest is entitled to Units who does not become a Substitute Member pursuant as provided in this Section 13.1 and who desires to this Article XVmake a further Assignment of his, such assignee her or its Units, or part thereof, shall be admitted subject to all the provisions of this Section 13.1 to the Company effective immediately prior same extent as any Member desiring to the effective date of the assignment, and, immediately following such admission, the assigning Member shall cease to be a member of the Company, and the Company shall continue without dissolutionmake an Assignment.

Assignability of Interests. Except as otherwise specifically provided in this Article XV, no (i) No Member or other Interest Holder may assign the whole or any part of its Interests (including, without limitation, any direct or indirect assignment, whether by operation of law or otherwise, pursuant to a merger, consolidation or conversion involving an Interest Holder) without the prior written consent of (i) so long as no Event of Default has occurred and is continuingeach other Member, the including Members (which may include such assigning Member) owning a majority of the issued and outstanding Class A Common Membership Interests or (ii) upon the occurrence of an Event of Defaultholding RIShares, and during the continuation thereof, the Members (which may include such assigning Member) owning a majority of the issued and outstanding Class A Preferred Membership Interests, Class B Preferred Membership Interests and Class C Preferred Membership Interests, voting together as a single class, in either case which consent may be given or withheld in the sole and absolute discretion of each such other Member. If the prior written consent of such all of the other Members is obtained for any such assignment, such assignment shall shall, nevertheless, not entitle the assignee to become a Substitute Member or to be entitled to exercise or receive any of the rights, powers or benefits of a Member other than the right to receive distributions to which the assigning Member would be entitled, unless the assigning Member designates, in a written instrument delivered to the other Members, its assignee to become a Substitute Member and all of the other Members, in their sole and absolute discretion, consent to the admission of such assignee as a Member is consented to in writing by (i) so long as no Event of Default has occurred and is continuing the Members (which may include such assigning Member) owning a majority of the issued and outstanding Class A Common Membership Interests or (ii) upon the occurrence of an Event of Default, and during the continuation thereof, the Members (which may include such assigning Member) owning a majority of the issued and outstanding Class A Preferred Membership Interests, Class B Preferred Membership Interests and Class C Preferred Membership Interests, voting together as a single class, in either case which consent may be given or withheld in the sole discretion of each such Member; and provided, provided further, that such assignee shall not become a Substitute Member without having first executed an instrument reasonably satisfactory to the Board other Members accepting and agreeing to the terms and conditions of this Agreement, which instrument may be including a counterpart of this Agreement, and without having paid to the Company a fee sufficient to cover all reasonable expenses of the Company in connection with such assignee’s 's admission as a Substitute Member. . (ii) If a Member assigns all of its interest Interest in the Company and the assignee of such interest is entitled to become a Substitute Member pursuant to this Article XVSection 12.1, such assignee shall be admitted to the Company effective immediately prior to the effective date of the assignment, and, immediately following such admission, the assigning Member shall cease to be a member of the Company. In such event, and the Company shall continue without dissolution. (iii) If a Member assigns all or part of its Interest in accordance with this Section 12.1, the certificate evidencing the Interest shall be delivered to the Company, executed by the Member and assignee on the reverse side thereof. After receiving the Member's certificate, the Company shall cancel such certificate and issue a new certificate to the assignee for the number of shares being assigned, and, if applicable, shall issue to the Member a new certificate for the number of shares that the Member did not assign and continues to own.

Assignability of Interests. Except as otherwise specifically provided Other than in this Article XVconnection with an assignment by a Member to an Affiliate, no Member or other Interest Holder may assign the whole or any part of its Interests (including, without limitation, any direct or indirect assignment, whether by operation of law or otherwise, pursuant to a merger, consolidation or conversion involving an Interest Holder) without the prior written consent of (i) so long as no Event of Default has occurred and is continuingthe other Members, the Members (which may include such assigning Member) owning a majority of the issued and outstanding Class A Common Membership Interests or (ii) upon the occurrence of an Event of Default, and during the continuation thereof, the Members (which may include such assigning Member) owning a majority of the issued and outstanding Class A Preferred Membership Interests, Class B Preferred Membership Interests and Class C Preferred Membership Interests, voting together as a single class, in either case which consent may be given or withheld in the sole and absolute discretion of each such Memberother Members. If the prior written consent of such the other Members is obtained for any such assignment, such assignment shall shall, nevertheless, not entitle the assignee to become a Substitute Member or to be entitled to exercise or receive any of the rights, powers or benefits of a Member other than the right to receive distributions to which the assigning Member would be entitled, unless the assigning Member designates, in a written instrument delivered to the other Members, its assignee to become a Substitute Member and each of the other Members, in its sole and absolute discretion, consents to the admission of such assignee as a Member is consented to in writing by (i) so long as no Event of Default has occurred and is continuing the Members (which may include such assigning Member) owning a majority of the issued and outstanding Class A Common Membership Interests or (ii) upon the occurrence of an Event of Default, and during the continuation thereof, the Members (which may include such assigning Member) owning a majority of the issued and outstanding Class A Preferred Membership Interests, Class B Preferred Membership Interests and Class C Preferred Membership Interests, voting together as a single class, in either case which consent may be given or withheld in the sole discretion of each such Member; and provided, provided further, that such assignee shall not become a Substitute Member without having first executed an instrument reasonably satisfactory to the Board other Members accepting and agreeing to the terms and conditions of this Agreement, which instrument may be including a counterpart of this Agreement, and without having paid to the Company a fee sufficient to cover all reasonable expenses of the Company in connection with such assignee’s admission as a Substitute Member. If a Member assigns all of its interest Interest in the Company and the assignee of such interest Interest is entitled to become a Substitute Member pursuant to this Article XVSection 14.1, such assignee shall be admitted to the Company effective immediately prior to the effective date of the assignmentassignment (as defined in Section 14.3 hereof), and, immediately following such admission, the assigning Member shall cease to be a member Member of the Company. In such event, and the Company shall continue not dissolve if the business of the Company is continued without dissolutiondissolution in accordance with Section 15.2(iii) hereof.

Assignability of Interests. Except as otherwise specifically provided in this Article XV, no Member or other Interest Holder may assign the whole or any part of its Interests (including, without limitation, any direct or indirect assignment, whether by operation of law or otherwise, pursuant to a merger, consolidation or conversion involving an Interest Holder) without the prior written consent of (i) so long as no Event of Default has occurred and is continuing, the Members (which may include such assigning Member) owning a majority of the issued and outstanding Class A Common Membership Interests or (ii) upon the occurrence of an Event of Default, and during the continuation thereof, the Members (which may include such assigning Member) owning a majority of the issued and outstanding Class A Preferred Membership Interests, Class B Preferred Membership Interests and Class C B Preferred Membership Interests, voting together as a single class, in either case which consent may be given or withheld in the sole discretion of each such Member. If the prior written consent of such Members is obtained for any such assignment, such assignment shall not entitle the assignee to become a Substitute Member or to exercise or receive any of the rights, powers or benefits of a Member other than the right to receive distributions to which the assigning Member would be entitled, unless the assigning Member designates, in a written instrument delivered to the other Members, its assignee to become a Substitute Member and the admission of such assignee as a Member is consented to in writing by (i) so long as no Event of Default has occurred and is continuing the Members (which may include such assigning Member) owning a majority of the issued and outstanding Class A Common Membership Interests or (ii) upon the occurrence of an Event of Default, and during the continuation thereof, the Members (which may include such assigning Member) owning a majority of the issued and outstanding Class A Preferred Membership Interests, Class B Preferred Membership Interests Interests, and Class C Preferred Membership Interests, voting together as a single class, in either case which consent may be given or withheld in the sole discretion of each such Member; and provided, further, that such assignee shall not become a Substitute Member without having first executed an instrument reasonably satisfactory to the Board accepting and agreeing to the terms and conditions of this Agreement, which instrument may be a counterpart of this Agreement, and without having paid to the Company a fee sufficient to cover all reasonable expenses of the Company in connection with such assignee’s admission as a Substitute Member. If a Member assigns all of its interest in the Company and the assignee of such interest is entitled to become a Substitute Member pursuant to this Article XV, such assignee shall be admitted to the Company effective immediately prior to the effective date of the assignment, and, immediately following such admission, the assigning Member shall cease to be a member of the Company, and the Company shall continue without dissolution.