Common use of Other Transfer Restrictions Clause in Contracts

Other Transfer Restrictions. (a) In addition to any other restrictions on Transfer herein contained, in no event may any Transfer of any Units or Interest by any Member be made: (i) to any Person who lacks the legal right, power or capacity to own an Interest or Units; (ii) if such Transfer would cause the assets of the Company to become “plan assets” of any benefit plan investor within the meaning of DOL Regulation Section 2510.3-101 or to be regulated under ERISA; (iii) for as long as the Company is a partnership for U.S. federal income tax purposes, if such Transfer would, in the opinion of counsel to the Company, cause any portion of the assets of the Company to constitute assets of any employee benefit plan pursuant to the Plan Asset Regulations; (iv) if such Transfer, in the opinion of counsel to the Company, requires the registration of such Units pursuant to any applicable U.S. federal or state or Canadian securities laws; (v) for so long as the Company is a partnership for U.S. federal income tax purposes, unless such transfer will not result in the Company being treated as a “publicly traded partnership,” as such term is defined in Sections 469(k)(2) or 7704(b) of the Code and the regulations promulgated thereunder that is taxable as a corporation as determined by counsel to the Company; (vi) unless the transferee makes the representations and warranties set forth in Section 14.1; (vii) if such Transfer subjects the Company to be regulated under the Investment Company Act or the Investment Advisors Act of 1940; (viii) if such Transfer would result, either directly or indirectly, in the transferor being deemed an affiliate (as defined in 12 C.F.R. § 225.2(a)) of a bank holding company, savings and loan holding company or U.S. depository institution the deposits of which are insured by the Federal Deposit Insurance Corporation, or otherwise cause the Company to become subject to supervision and regulation by the Board of Governors of the Federal Reserve System, the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation or any other U.S. federal banking agency; or (ix) if such Transfer would require the consent of any federal or state regulatory agency or self-regulatory organization or any foreign equivalent of the foregoing and such consent has not been obtained. (b) Unless admitted as a Substituted Member, no transferee, whether by a voluntary Transfer, by operation of law or otherwise, shall have rights hereunder. (c) The Members effecting any Transfer permitted hereunder shall pay all reasonable costs and expenses, including reasonable attorneys’ fees and disbursements, incurred by the Company in connection with the Transfer. (d) No Transfer may be made or recorded in the books and records of the Company unless the transferee shall deliver to the Company notice of such Transfer, including a fully executed copy of all documentation and agreements relating to the Transfer and any agreements or other documents required by Section 9.6, including the written agreement (as required pursuant to Section 9.6) of the transferee to be bound by the terms of this Agreement and to assume all obligations of the transferring Member under this Agreement in respect of the Units that are the subject of the Transfer. (e) Unless approved by the Board, no Member may withdraw from this Agreement except (i) as a result of a permitted Transfer of all of such Member’s Units in accordance with this Article IX and the transferee(s) of such Units being admitted to the Company as a Substituted Member or (ii) upon the dissolution and winding up of the Company. Following withdrawal, a Member shall have no rights or obligations under this Agreement (other than Sections 8.4 and 15.3). (f) Any Member who shall Transfer all of such Member’s Units in a Transfer permitted pursuant to this Article IX shall cease to be a Member. (g) If any Units are Transferred in compliance with the provisions of this Article IX, on any day other than the first day of a Fiscal Year of the Company, then Net Income, Net Losses, each item thereof and all other items attributable to such interest for such Company Fiscal Year shall be divided and allocated between the transferor Member and the transferee Member using any method permitted under Section 706 of the Code or determined by the Board. All distributions with respect to which the record date is before the date of such Transfer or redemption shall be made to the transferor Member, and all distributions with respect to which the record date is after the date of such Transfer, in the case of a Transfer other than a redemption, shall be made to the transferee Member.

Other Transfer Restrictions. (a) In addition to any other restrictions on Transfer herein contained, in no event may any Transfer of any Units or Interest by any Member be made: : (i) to any Person who lacks the legal right, power or capacity to own an Interest or Units; ; (ii) if such Transfer would cause the assets of the Company to become “plan assets” of any benefit plan investor within the meaning of DOL Regulation Section 2510.3-101 or to be regulated under ERISA; ; (iii) for as long as the Company is a partnership for U.S. federal income tax purposes, if such Transfer would, in the opinion of counsel to the Company, cause any portion of the assets of the Company to constitute assets of any employee benefit plan pursuant to the Plan Asset Regulations; ; (iv) if such Transfer, in the opinion of counsel to the Company, requires the registration of such Units pursuant to any applicable U.S. federal or state or Canadian securities laws; ; (v) for so long as the Company is a partnership for U.S. federal income tax purposes, unless such transfer will not result in the Company being treated as a “publicly traded partnership,” as such term is defined in Sections 469(k)(2) or 7704(b) of the Code and the regulations promulgated thereunder that is taxable as a corporation as determined by counsel to the Company; ; (vi) unless the transferee makes the representations and warranties set forth in Section 14.1; ; (vii) if such Transfer subjects the Company to be regulated under the Investment Company Act or the Investment Advisors Act of 1940; ; (viii) if such Transfer would result, either directly or indirectly, in the transferor being deemed an affiliate (as defined in 12 C.F.R. § 225.2(a)) of a bank holding company, savings and loan holding company or U.S. depository institution the deposits of which are insured by the Federal Deposit Insurance Corporation, or otherwise cause the Company to become subject to supervision and regulation by the Board of Governors of the Federal Reserve System, the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation or any other U.S. federal banking agency; or or (ix) if such Transfer would require the consent of any federal or state regulatory agency or self-regulatory organization or any foreign equivalent of the foregoing and such consent has not been obtained.. 26 (b) Unless admitted as a Substituted Member, no transferee, whether by a voluntary Transfer, by operation of law or otherwise, shall have rights hereunder. (c) The Members effecting any Transfer permitted hereunder shall pay all reasonable costs and expenses, including reasonable attorneys’ fees and disbursements, incurred by the Company in connection with the Transfer. (d) No Transfer may be made or recorded in the books and records of the Company unless the transferee shall deliver to the Company notice of such Transfer, including a fully executed copy of all documentation and agreements relating to the Transfer and any agreements or other documents required by Section 9.6, including the written agreement (as required pursuant to Section 9.6) of the transferee to be bound by the terms of this Agreement and to assume all obligations of the transferring Member under this Agreement in respect of the Units that are the subject of the Transfer. (e) Unless approved by the Board, no Member may withdraw from this Agreement except (i) as a result of a permitted Transfer of all of such Member’s Units in accordance with this Article IX and the transferee(s) of such Units being admitted to the Company as a Substituted Member or (ii) upon the dissolution and winding up of the Company. Following withdrawal, a Member shall have no rights or obligations under this Agreement (other than Sections 8.4 and 15.3). (f) Any Member who shall Transfer all of such Member’s Units in a Transfer permitted pursuant to this Article IX shall cease to be a Member. (g) If any Units are Transferred in compliance with the provisions of this Article IX, on any day other than the first day of a Fiscal Year of the Company, then Net Income, Net Losses, each item thereof and all other items attributable to such interest for such Company Fiscal Year shall be divided and allocated between the transferor Member and the transferee Member using any method permitted under Section 706 of the Code or determined by the Board. All distributions with respect to which the record date is before the date of such Transfer or redemption shall be made to the transferor Member, and all distributions with respect to which the record date is after the date of such Transfer, in the case of a Transfer other than a redemption, shall be made to the transferee Member.

Other Transfer Restrictions. (a) In addition to any other restrictions on Transfer herein contained, in no event may any Transfer of any Units or Interest by any Member be made: (i) to any Person who lacks the legal right, power or capacity to own an Interest or Units; (ii) if such Transfer would cause the assets of the Company to become “plan assets” of any benefit plan investor within the meaning of DOL Regulation Section 2510.3-101 or to be regulated under ERISA; (iii) for as long as the Company is a partnership for U.S. federal income tax purposes, if such Transfer would, in the opinion of counsel to the Company, cause any portion of the assets of the Company to constitute assets of any employee benefit plan pursuant to the Plan Asset Regulations; (iv) if such Transfer, in the opinion of counsel to the Company, Transfer requires the registration of such Units pursuant to any applicable U.S. federal or state or Canadian securities laws, other than in connection with a Transfer pursuant to the Registration Rights Agreement; (v) for so long as the Company is a partnership for U.S. federal income tax purposes, unless such transfer will not result in the Company being treated as a “publicly traded partnership,” as such term is defined in Sections 469(k)(2) or 7704(b) of the Code and the regulations promulgated thereunder that is taxable as a corporation as determined by counsel to the CompanyBoard; (vi) unless the transferee makes the representations and warranties set forth in Section 14.1; (vii) if such Transfer subjects the Company to be regulated under the Investment Company Act or the Investment Advisors Act of 1940;; or (viii) if such Transfer would result, either directly or indirectly, in the transferor being deemed an affiliate (as defined in 12 C.F.R. § 225.2(a)) of a bank holding company, savings and loan holding company or U.S. depository institution the deposits of which are insured by the Federal Deposit Insurance Corporation, or otherwise cause the Company to become subject to supervision and regulation by the Board of Governors reasonable determination of the Federal Reserve SystemBoard, the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation or any other U.S. federal banking agency; or (ix) if such Transfer would require the prior consent of any federal or state regulatory agency or self-regulatory organization or any foreign equivalent of the foregoing and such prior consent has not been obtained. (b) Unless admitted as a Substituted Member, no transferee, whether by a voluntary Transfertransfer, by operation of law or otherwise, shall have rights hereunder. (c) The Except as otherwise provided in Section 9.4, the Members effecting any Transfer permitted hereunder shall pay all reasonable costs and expenses, including reasonable attorneys’ fees and disbursements, incurred by the Company in connection with the Transfer. (d) No Transfer may be made or recorded in the books and records of the Company unless the transferee shall deliver to the Company notice of such Transfer, including a fully executed copy of all documentation and agreements relating to the Transfer and any agreements or other documents required by Section 9.6, including the written agreement (as required pursuant to Section 9.69.7) of the transferee to be bound by the terms of this Agreement and to assume all obligations of the transferring Member under this Agreement in respect of the Units that are the subject of the Transfer. (e) Unless approved by the Board, no No Member may withdraw from this Agreement except (i) as a result of a permitted Transfer of all of such Member’s Units in accordance with this Article IX and the transferee(s) of such Units being admitted to the Company as a Substituted Member or (ii) upon following an IPO, if such Member, together with its Permitted Transferees and, in the dissolution and winding up event that it is a member of an Investor Group, the other members of the Investor Group, owns less than 1% of the outstanding Units (in which case such Member may elect at any time thereafter to withdraw from this Agreement). In the event of a withdrawal pursuant to clause (ii) above, the withdrawing Member shall be entitled to receive the shares of HCA Common Stock beneficially owned by such Member and held by the Company, in a manner determined by the Board. Following withdrawal, a Member shall have no rights or obligations under the Registration Rights Agreement or this Agreement (other than Sections 8.4 and 15.3). (f) Any Member who shall Transfer all of such Member’s Units in a Transfer permitted pursuant to this Article IX shall cease to be a Member. (g) If any Units are Transferred or redeemed during any quarterly segment of the Company’s Fiscal Year in compliance with the provisions of this Article IX, on any day other than the first day of a Fiscal Year of the Company, then Net Income, Net Losses, each item thereof and all other items attributable to such interest for such Company Fiscal Year shall be divided and allocated between the transferor Member and the transferee Member using any method permitted under Section 706 of the Code or determined by the Board. All distributions with respect to which the record date is before the date of such Transfer or redemption shall be made to the transferor Member, and all distributions with respect to which the record date is after the date of such Transfer, in the case of a Transfer other than a redemption, shall be made to the transferee Member.