Common use of Assignment by Members Clause in Contracts

Assignment by Members. 11.1.1 Except in connection with (i) an Approved Sale, (ii) a Public Sale, (iii) a sale to the Company pursuant to an Executive Securities Agreement, (iv) a Transfer by HIG to a Key Person of the Company or its Subsidiaries, (v) a Transfer contemplated by Section 11.1.2 below, (vi) a Transfer contemplated by Section 11.1.4 below, (vii) a Transfer contemplated by Section 11.4 below or (vii) a sale pursuant to Section 11.5 below (collectively, “Exempt Transfers”), no Member shall directly or indirectly sell, pledge, assign or transfer, or offer to sell, pledge, assign or transfer or otherwise Dispose of (a “Transfer”) all or any part of such Member’s Units or other interests in the Company (whether voluntarily or involuntarily) without the prior consent of the Board, which consent may be withheld in the sole discretion of the Board. 11.1.2 The restrictions set forth in Section 11.1.1 shall not apply with respect to any Transfer of Units by any Member among its Affiliates or Family Group (collectively, the “Permitted Transferees”); provided that the restrictions contained in Section 11.1.1 shall continue to apply to such Units after any such Transfer; and provided further that the transferees of such Units have agreed in writing to be bound by the provisions of this Agreement affecting the Units so transferred and a copy of such writing is delivered to the Company; and provided further that a Member who is an individual may transfer no more than 50% in the aggregate of each class of Units originally acquired by such individual to his Affiliates or Family Group. 11.1.3 In connection with the Transfer of any Units (other than an Exempt Transfer and Transfers described in Section 11.1.2), the Member holding such Units shall deliver written notice to the Company describing in reasonable detail the Transfer or proposed Transfer, together with an opinion of counsel, which (to the Board’s reasonable satisfaction) is knowledgeable in securities law matters, to the effect that such Transfer of Units may be effected without registration of such Units under the Securities Act. A Member shall not Transfer any Units until the proposed transferee has agreed in writing to be bound by the conditions set forth in this Section 11.1. 11.1.4 The restrictions contained in this Article XI shall not apply with respect to any pledge by LamPort of LamPort’s Units in support of a bona fide loan transaction for LamPort’s benefit so long as LamPort agrees that any of its third party lender(s) shall execute a joinder to this Agreement in order to exercise its remedies with respect to any pledged equity interests of the Company.

Assignment by Members. 11.1.1 Except in connection with (i) an Approved Sale, (ii) a Public Sale, (iii) a sale to HIG or the Company pursuant to an Executive Securities Agreement, (iv) a Transfer by HIG to a Key Person of the Company or its Subsidiaries, (v) a Transfer contemplated by Section 11.1.2 below, (vi) a Transfer contemplated by Section 11.1.4 below, (vii) a Transfer contemplated by Section 11.4 below or (viivi) a sale pursuant to Section 11.5 below (collectively, “Exempt Transfers”), no Member shall directly or indirectly sell, pledge, assign or transfer, or offer to sell, pledge, assign or transfer or otherwise Dispose of (a “Transfer”) all or any part of such Member’s Units or other interests in the Company (whether voluntarily or involuntarily) without the prior consent of the Board, which consent may be withheld in the sole discretion of the Board. 11.1.2 The restrictions set forth in Section 11.1.1 shall not apply with respect to any Transfer of Units by any Member among its Affiliates or Family Group (collectively, the “Permitted Transferees”); provided that the restrictions contained in Section 11.1.1 shall continue to apply to such Units after any such Transfer; and provided further that the transferees of such Units have agreed in writing to be bound by the provisions of this Agreement affecting the Units so transferred and a copy of such writing is delivered to the Company; and provided further that a Member who is an individual may transfer no more than 50% in the aggregate of each class of Units originally acquired by such individual to his Affiliates or Family Group. 11.1.3 In connection with the Transfer of any Units (other than an Exempt Transfer and Transfers described in Section 11.1.2), the Member holding such Units shall deliver written notice to the Company describing in reasonable detail the Transfer or proposed Transfer, together with an opinion of counsel, which (to the Board’s reasonable satisfaction) is knowledgeable in securities law matters, to the effect that such Transfer of Units may be effected without registration of such Units under the Securities Act. A Member shall not Transfer any Units until the proposed transferee has agreed in writing to be bound by the conditions set forth in this Section 11.1. 11.1.4 The restrictions contained in this Article XI shall not apply with respect to any pledge by LamPort of LamPort’s Units in support of a bona fide loan transaction for LamPort’s benefit so long as LamPort agrees that any of its third party lender(s) shall execute a joinder to this Agreement in order to exercise its remedies with respect to any pledged equity interests of the Company.