Common use of Assignability of Interests Clause in Contracts

Assignability of Interests. (a) Except as otherwise provided in this Article 7, no LLC Interest of a Member may be sold, assigned, transferred, pledged, hypothecated, gifted, exchanged, optioned, liened or encumbered (each, a "Transfer") and no Transfer in violation of this Agreement shall be binding upon the LLC. (b) A Member may transfer all or any portion of its or his LLC Interest (i) to any one or more Permitted Transferees or Related Entities who agree to be bound by the terms and conditions of this Agreement, or (ii) upon obtaining the prior approval of the Board in accordance with Section 5.11 hereof, to any other Person who agrees to be bound by the terms and conditions of this Agreement; provided, however, that notwithstanding anything contained in this Agreement to the contrary, the transferring Member shall retain the right to vote with respect to LLC Interests Transferred unless (A) the transferee is WTI, WTC, Wilmington or an officer of the LLC, (B) the Transfer is pursuant to an Option Agreement, or (C) the transferee is approved by the Board as a Voting Member. (c) In addition to Transfers permitted under Section 7.1(b), certain Members, including Permitted Transferees of Principals, may exercise Puts in accordance with Section 7.2 and certain Members are required to make sales in accordance with Section 7.3, in accordance with the terms of such Sections. (d) Until December 31, 2003, Roxbury may grant options on LLC Interests it owns to employees of the LLC in Roxbury's sole and absolute discretion pursuant to a written Option Agreement if: (i) the aggregate exercise price to purchase the LLC Interests subject to the option is not less than the proportionate share of LLC Value represented by such LLC Interests determined on the date of the grant using a multiple of six in determining LLC Value; (ii) not more than one-third of the option shall vest before the end of the first year after grant, not more than two-thirds of the option shall vest before the end of the second year after grant, and not more than 100% of the option shall vest before the end of the third year after grant; (iii) the option does not become exercisable before the third anniversary of its date of grant (although an option may become exercisable prior to such third anniversary (A) in the event of death, Disability or Retirement of the option holder, (B) on termination of the employment of the option holder without Cause or (c) on resignation by the option holder for Good Reason); (iv) the option holder executes an employment contract in a form acceptable to the LLC at the time of, or prior to, the execution of the Option Agreement; (v) the option holder exercising the option must sign this Agreement as a condition of exercise; and (vi) the optionee makes representations and warranties to the LLC comparable to those contained in Section 13.5 on the date of grant of the option and on the date of each exercise thereof.

Assignability of Interests. (a) Except as otherwise specifically provided in this Article 7Agreement, no LLC Interest of a Employee Member may or its Reference Employee will be sold, assigned, transferred, pledged, hypothecated, gifted, exchanged, optioned, liened or encumbered (each, a "Transfer") and no Transfer required to involuntarily transfer any interest in violation of this Agreement shall be binding upon the LLC. , Capital Interest Percentage or Capital Commitment Percentage. Except as specifically provided by this Agreement, each Employee Member or its Reference Employee agrees that he, she, it will not directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate, or otherwise dispose of (b) A any of the foregoing acts being referred to here in as a “transfer”), any interest in the LLC, Carried Interest Percentage or Capital Commitment Percentage otherwise acquired and/or held by the Employee Member or its Reference Employee, at any time; provided however, that with the prior consent of the Managing Member, which may not be unreasonably withheld, the Employee Member or its Reference Employee may transfer all its interests in the LLC, Carried Interest Percentage or any portion Capital Commitment Percentage during such time pursuant to one of its or his LLC Interest the following exceptions: (i) the right of the Managing Member and/or the Company Controlled Member to repurchase or re-issue interests in the LLC, Carried Interest Percentage or Capital Commitment Percentage pursuant to the provisions of this Agreement; including, but not limited to, transfers to Employee Members or Reference Employees of interests which have been transferred to the Company Controlled Member pursuant to Article 6; (ii) a transfer upon death or Permanent Disability (as defined in the Stockholder’s Agreement) of the Employee Member or its Reference Employee or a transfer to the executors, administrators, testamentary trustees, legatees or beneficiaries of a person who has become a Employee Member or its Reference Employee in accordance with the terms of this Agreement; provided that it is expressly understood that any such transferee shall be bound by the provisions of this Agreement; (iii) a transfer made after the Effective Date in compliance with the federal securities laws to a trust of the Employee Member or its Reference Employee or to any one of the Family Members (as defined in the Stockholder’s Agreement) of such Employee Member, its Reference Employee or more Permitted Transferees or Related Entities who agree another beneficiary approved by the Managing Member in its sole discretion; provided that such transfer is made expressly subject to this Agreement and that the transferee agrees in writing to be bound by the terms and conditions hereof; (iv) a sale of this Agreementthe interests in the LLC pursuant to an effective registration statement filed under the Act by the LLC; or (v) transfers permitted by the Managing Member. (b) No transfer of any interests in the LLC, Carried Interest Percentage, or (ii) upon obtaining Capital Commitment Percentage in violation hereof shall be made or recorded on the prior approval books of the Board LLC and any such transfer shall be void ab initio and of no effect. No Assignment shall be binding upon the LLC until the Managing Member receives an executed copy of such Assignment, which shall be in accordance with Section 5.11 hereofform and substance satisfactory to the Managing Member, in its sole and absolute discretion. (c) The President shall have the opportunity to any other Person who agrees recommend to be bound by the terms and conditions Managing Member transfers of this AgreementClass B Limited LLC Interests from the Company Controlled Member to Employee Members; provided, however, that notwithstanding anything contained in this Agreement to the contrarycontrary herein, any transfer will be at the transferring Member shall retain the right to vote with respect to LLC Interests Transferred unless (A) the transferee is WTI, WTC, Wilmington or an officer sole discretion of the LLC, (B) the Transfer is pursuant to an Option Agreement, or (C) the transferee is approved by the Board as a Voting Managing Member. (c) In addition to Transfers permitted under Section 7.1(b), certain Members, including Permitted Transferees of Principals, may exercise Puts in accordance with Section 7.2 and certain Members are required to make sales in accordance with Section 7.3, in accordance with the terms of such Sections. (d) Until December 31, 2003, Roxbury may grant options on LLC Interests it owns to employees of the LLC in Roxbury's sole and absolute discretion pursuant to a written Option Agreement if: (i) the aggregate exercise price to purchase the LLC Interests subject to the option is not less than the proportionate share of LLC Value represented by such LLC Interests determined on the date of the grant using a multiple of six in determining LLC Value; (ii) not more than one-third of the option shall vest before the end of the first year after grant, not more than two-thirds of the option shall vest before the end of the second year after grant, and not more than 100% of the option shall vest before the end of the third year after grant; (iii) the option does not become exercisable before the third anniversary of its date of grant (although an option may become exercisable prior to such third anniversary (A) in the event of death, Disability or Retirement of the option holder, (B) on termination of the employment of the option holder without Cause or (c) on resignation by the option holder for Good Reason); (iv) the option holder executes an employment contract in a form acceptable to the LLC at the time of, or prior to, the execution of the Option Agreement; (v) the option holder exercising the option must sign this Agreement as a condition of exercise; and (vi) the optionee makes representations and warranties to the LLC comparable to those contained in Section 13.5 on the date of grant of the option and on the date of each exercise thereof.