Common use of Restrictions on Transfer of Units Clause in Contracts

Restrictions on Transfer of Units. The holders of Units shall not Transfer any interest in any Units except for Transfers (i) with the prior written consent of all of the Disinterested Managers (which consent may be granted or withheld in their sole discretion), (ii) within each Member’s Family Group, if an individual, or to such Member’s Affiliates or any other Unitholder, if not an individual, (iii) pursuant to a Public Sale, (iv) pursuant to Section 9.4 or 9.5 or the repurchase or forfeiture provisions set forth in any applicable Class E Unit Purchase Agreement, (v) pursuant to a Sale of the Company, (vi) pursuant to Section 2.7(b) (subject to the limitations contained therein), Section 2.11(c) and Section 9.6(b) (subject to any limitations contained therein) (any such Transfer in (i) through (vi), an “Exempt Transfer”) or (vii) pursuant to the other provisions of this Article IX; provided that no holder of Units shall Transfer any interest in any Class C Common Units within such Member’s Family Group so long as any principal or interest on any promissory note issued by such Member to the Company for the purchase of Class C Common Units remains unpaid. Any Transfer by any Member of any Units or other interest in the Company in contravention of this Agreement or which would cause the Company to not be treated as a partnership for U.S. federal income tax purposes shall be void and ineffectual and shall not bind or be recognized by the Company or any other party. No purported assignee shall have any right to any profits, losses or distributions of the Company, and the transferor shall retain all of its rights and obligations hereunder with respect to the Transfer Units or other interest in the Company unless already a Member or until the purported assignee is admitted as a Member pursuant to Section 10.1.

Restrictions on Transfer of Units. The holders of Units (a) No Member shall not Transfer any interest in any such Member’s Units except for Transfers (i) with without the prior written consent of all of the Disinterested Managers Board, except Transfers (which consent may be granted or withheld in their sole discretion)i) to Permitted Transferees, (ii) within each Member’s Family Group, if an individual, or to such Member’s Affiliates or any other Unitholder, if not an individual, (iii) pursuant to a Public Sale, (iv) pursuant to Section 9.4 or 9.5 or the repurchase or forfeiture provisions set forth in any applicable Class E Unit Purchase Agreement, (v) pursuant to connection with a Sale of the Company, or (viiii) to the Company in connection with the exercise of any repurchase right or redemption pursuant to Section 2.7(b) (3.7. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, if the Board determines that any Transfer of Units would have an adverse effect on the Company by causing the Company to become subject to the limitations contained therein)reporting requirements of the Exchange Act or to be treated as a publicly traded partnership within the meaning of Code Section 7704 and Treasury Regulations Section 1.7704-1, Section 2.11(c) and Section 9.6(b) (subject to any limitations contained therein) (the Board may prohibit any such Transfer in Transfer. (ib) through (vi), an “Exempt Transfer”) or (vii) pursuant to the other provisions of this Article IX; provided that no holder of Units shall Transfer any interest in any Class C Common Units within such Member’s Family Group so long as any principal or interest on any promissory note issued by such Member to the Company for the purchase of Class C Common Units remains unpaid. Any Transfer by any Member of any Units or other interest in the Company in contravention violation of this Agreement (including, without limitation, any Transfer in violation of this Section 12.1, or which the failure of the Transferee to execute a Joinder, or a Transfer that occurs because a Person’s spouse refuses to agree to and execute a written consent attached hereto as Schedule C), or that would cause the Company to not be treated as a partnership for U.S. federal income tax purposes shall be void and ineffectual ineffective and shall not bind or be recognized by the Company or any other party. No , and no such purported assignee shall have any right to vote on any profitsmatter or any right to any Profits, losses Losses or distributions Distributions. No Member shall pledge or otherwise encumber all or any portion of the Companyhis, and the transferor shall retain all of her or its rights and obligations hereunder with respect to the Transfer Units or other interest the right to receive Distributions or Tax Distributions in the Company unless already a without the prior written consent of the Board, which consent may be given or withheld in its sole and absolute discretion. (c) No Member shall avoid the restrictions on Transfer set forth in this Agreement or until the purported assignee is admitted as a Member pursuant repurchase or redemption provisions set forth in Section 3.7 by (i) making one or more Transfers to Section 10.1one or more Permitted Transferees and then disposing of all or any portion of such Member’s interest in any such Permitted Transferee or (ii) making direct or indirect Transfers of the equity interests of such Member.

Restrictions on Transfer of Units. The holders (a) Notwithstanding the provisions of Section 10.1, but subject to the provisions of Sections 10.2(b) and 10.2(c), hereof, the Preferred Member may Transfer directly or indirectly its Units. (b) No Member may withdraw from the Company other than as a result of a permitted Transfer (i.e., a Transfer consented to as contemplated by clause (a) above or a Transfer pursuant to Section 10.5 hereof) of all of such Member's Units pursuant to this Article X hereof. Upon the permitted Transfer or redemption of all of a Member's Common Units and Preferred Units, such Member shall not cease to be a Member. (c) No Member may effect a Transfer of its Units, in whole or in part, if (A) the transferee is a Person that is competitor of Parent or any interest of its Subsidiaries, as reasonably determined by the Managing Member or (B) in any Units except the opinion of legal counsel for Transfers the Company, such proposed Transfer (i) with would require the prior written consent of all registration of the Disinterested Managers Units under the Securities Act or would otherwise violate any applicable federal or state securities or blue sky law (which consent may be granted or withheld in their sole discretionincluding investment suitability standards), ; (ii) within each Member’s Family Group, if an individual, or to such Member’s Affiliates or any other Unitholder, if not an individual, (iii) pursuant to a Public Sale, (iv) pursuant to Section 9.4 or 9.5 or the repurchase or forfeiture provisions set forth in any applicable Class E Unit Purchase Agreement, (v) pursuant to a Sale of the Company, (vi) pursuant to Section 2.7(b) (subject to the limitations contained therein), Section 2.11(c) and Section 9.6(b) (subject to any limitations contained therein) (any such Transfer in (i) through (vi), an “Exempt Transfer”) or (vii) pursuant to the other provisions of this Article IX; provided that no holder of Units shall Transfer any interest in any Class C Common Units within such Member’s Family Group so long as any principal or interest on any promissory note issued by such Member to the Company for the purchase of Class C Common Units remains unpaid. Any Transfer by any Member of any Units or other interest result in the Company in contravention of this Agreement or which would cause the Company to not be being treated as a publicly traded partnership or otherwise becoming taxable as an association taxable as a corporation for U.S. federal income tax purposes (unless such taxation is elected by the Company prior to such Transfer); (iii) result in the Company's assets being deemed "plan assets" pursuant to Section 3(42) of ERISA or the Plan Asset Regulations for the purposes of Section 4975 of the Code or ERISA; or (iv) result in a violation of applicable law or otherwise have any adverse effect on the Company. (d) Any purported Transfer in contravention of any of the provisions of this Article X shall be void ab initio and ineffectual and shall not bind be binding upon, or recognized by, the Managing Member or the Company. (e) A Transfer otherwise permitted under this Article X shall be void ab initio and ineffectual and shall not be binding on, or recognized by the Managing Member or the Company or any other party. No purported assignee shall have any right to any profits, losses or distributions unless and until the following conditions are satisfied: (i) in the case of a Transfer of a direct interest in the Company, and the transferor and transferee shall retain execute such documents and instruments of conveyance and assumption as may be necessary or appropriate in the opinion of counsel to the Company to effect such Transfer and to confirm the permitted transferee's agreement to be bound by the provisions of this Agreement and to assume all monetary obligations of its rights and obligations hereunder the transferor Member with respect to the Transfer Units or other interest in being transferred; and (ii) if required by the non-transferring Members, the Company unless already a Member shall receive, prior to such Transfer, an opinion of counsel satisfactory to the Company confirming that such Transfer shall not terminate the Company for federal income tax purposes or until violate any applicable securities law; and (iii) the purported assignee is admitted as a Member pursuant to Section 10.1permitted transferee shall pay all reasonable costs and expenses incurred by the Company in connection with such Transfer.