Common use of Transfer and Assignment of Interests Clause in Contracts

Transfer and Assignment of Interests. No Member shall be entitled to transfer, assign, sell, encumber or in any way alienate or dispose of (each, a "Transfer"), including to an Affiliate, all or any portion of its Membership Interest if such Transfer: (i) is to a party which is materially less creditworthy than the transferring Member (taking into account the obligations of such transferring Member's Affiliates under this Agreement and the Related Documents); or, (ii) would cause the termination or dissolution of the Company. Notwithstanding the foregoing, a Member shall be entitled to pledge all of such Member's Membership Interest as collateral as part of a blanket pledge of all of such Member's assets to a financial institution. Transfers in violation of this Article 9 shall be null and void and the transferee shall have no right to vote or participate in the management of the business, property and affairs of the Company, to exercise any rights of a Member or to receive the share of one or more of the Company's Net Income, Net Losses and distributions of the Company's assets to which the transferor would otherwise be entitled. After the consummation of any transfer of any part of a Membership Interest, the Membership Interest so transferred shall continue to be subject to the terms and provisions of this Agreement and any further transfers shall be required to comply with all the terms and provisions of this Agreement. If the secured party receiving a pledge of an Economic Interest of a Member forecloses on such Economic Interest, such Person shall not be admitted as a Member, shall not be entitled to further transfer or otherwise dispose of such Economic Interest without the approval of the Members and shall have no rights of a Member other than the right to receive the share of one or more of the Company's Net Income, Net Losses and distributions of the Company's assets to which the pledging Member would otherwise be entitled.

Transfer and Assignment of Interests. No A Member who is designated on Exhibit A as holding a "Restricted Interest" ("Restricted Interest") shall not be entitled to transfer, assign, convey, sell, encumber or in any way alienate or dispose of (each, a "Transfer"), including to an Affiliate, all or any portion part of its Membership Interest if such Transfer: (collectively, "transfer") except with (i) is to the prior written consent of Members holding a party majority of the non-Restricted Interests, which is materially less creditworthy than consent may be given or withheld, conditioned or delayed, as such Members may determine in their sole and absolute discretion except that in the transferring Member (taking into account the obligations case of transfers for estate planning purposes which do not result in a change in control, such transferring Member's Affiliates under this Agreement consent shall not be unreasonably withheld, and the Related Documents); or, (ii) would cause compliance with all applicable federal and state securities laws. Members who do not hold Restricted Interests may transfer their Membership Interests without obtaining the termination or dissolution consent of the Company. Notwithstanding Members and such transferee shall, upon agreeing to be bound by the foregoingterms of this Agreement, automatically become admitted as a substitute Member and shall be entitled to pledge have all of such Member's Membership Interest as collateral as part the rights and obligations of a blanket pledge of all of such Member's assets to a financial institution. Transfers in violation of this Article 9 VII shall only be null and void and effective to the transferee shall have no right to vote or participate extent set forth in the management of the business, property and affairs of the Company, to exercise any rights of a Member or to receive the share of one or more of the Company's Net Income, Net Losses and distributions of the Company's assets to which the transferor would otherwise be entitledSection 7.5. After the consummation of any transfer of any part of a Membership Restricted Interest, the Membership Restricted Interest so transferred shall continue to be subject to the terms and provisions of this Agreement and any further transfers shall be required to comply with all the terms and provisions of this Agreement. If Without limiting the secured party receiving a pledge generality of an Economic Interest the foregoing, the sale or exchange of any voting stock of a Member forecloses on such Economic who holds a Restricted Interest, such Person shall not be admitted as if a MemberMember is a corporation, shall not be entitled to further or the transfer of an interest in the capital or otherwise dispose of such Economic Interest without the approval of the Members and shall have no rights profits of a Member other than who holds a Restricted Interest (whether accomplished by the right sale or exchange of interests or by the admission of new partners or members), if a Member is a partnership or limited liability company, will be deemed to receive the share constitute a transfer of one or more of the Company's Net Income, Net Losses and distributions of the Company's assets a Membership Interest subject to which the pledging Member would otherwise be entitledthis Article VII.

Transfer and Assignment of Interests. No Member shall be entitled to transfer, assign, sell, encumber or in any way alienate or dispose of (each, a "“Transfer"”), including to an Affiliate, all or any portion of its Membership Interest if such Transfer: (i) is to a party which is materially less creditworthy than the transferring Member (taking into account the obligations of such transferring Member's ’s Affiliates under this Agreement and the Related Documents); or, (ii) would cause the termination or dissolution of the Company. Notwithstanding the foregoing, a Member shall be entitled to pledge all of such Member's ’s Membership Interest as collateral as part of a blanket pledge of all of such Member's ’s assets to a financial institution. Transfers in violation of this Article 9 shall be null and void and the transferee shall have no right to vote or participate in the management of the business, property and affairs of the Company, to exercise any rights of a Member or to receive the share of one or more of the Company's ’s Net Income, Net Losses and distributions of the Company's ’s assets to which the transferor would otherwise be entitled. After the consummation of any transfer of any part of a Membership Interest, the Membership Interest so transferred shall continue to be subject to the terms and provisions of this Agreement and any further transfers shall be required to comply with all the terms and provisions of this Agreement. If the secured party receiving a pledge of an Economic Interest of a Member forecloses on such Economic Interest, such Person shall not be admitted as a Member, shall not be entitled to further transfer or otherwise dispose of such Economic Interest without the approval of the Members and shall have no rights of a Member other than the right to receive the share of one or more of the Company's ’s Net Income, Net Losses and distributions of the Company's ’s assets to which the pledging Member would otherwise be entitled.

Transfer and Assignment of Interests. No A GENERAL RESTRICTION. Except as otherwise provided in this ARTICLE VII, until such time as any Member exercises its purchase or put option pursuant to SECTION 7.11 hereof, a Member shall not be entitled to transfer, assign, convey, sell, encumber or in any way alienate or dispose of (each, a "Transfer"), including to an Affiliate, all or any portion part of its Membership Interest if such Transfer: (icollectively, "transfer") is to a party except with the prior written consent of all Members, which is materially less creditworthy than consent may be given or withheld, conditioned or delayed, as the transferring Member (taking into account Members may determine in their sole and absolute discretion. Without limiting the obligations generality of such transferring Member's Affiliates under this Agreement and the Related Documents); or, (ii) would cause the termination or dissolution of the Company. Notwithstanding the foregoing, the sale or exchange of at least fifty percent (50%) of the voting stock of a Member, if a Member shall be entitled to pledge all is a corporation, or the transfer of such Member's Membership Interest as collateral as part an interest or interests of a blanket pledge of all of such Member's assets to a financial institution. Transfers in violation of this Article 9 shall be null and void and the transferee shall have no right to vote or participate at least fifty percent (50%) in the management of the business, property and affairs of the Company, to exercise any rights capital or profits of a Member (whether accomplished by the sale or exchange of interests or by the admission of new partners or members), if a Member is a partnership or limited liability company, or the cumulative transfer of such interests in a Member which effectively equal the foregoing (including transfer of interests followed by the incorporation of a Member and subsequent stock transfers, or transfers of stock followed by the liquidation of a Member and subsequent transfers of interests) will be deemed to receive constitute an assignment of a Membership Interest subject to this ARTICLE VII; provided that transfers among the share of one or more of the Company's Net Income, Net Losses and distributions of the Company's assets to which the transferor would otherwise Flem▇▇▇'▇ ▇▇▇ncipals shall be entitledexempt from these requirements. After the consummation of any transfer of any part of a Membership Interest, the Membership Interest so transferred shall continue to be subject to the terms and provisions of this Agreement and any further transfers shall be required to comply with all the terms and provisions of this Agreement. If B IMPROPER TRANSFERS. Transfers in violation of this ARTICLE VII shall only be effective to the secured party receiving a pledge of an Economic Interest of a Member forecloses on such Economic Interest, such Person shall not be admitted as a Member, shall not be entitled to further transfer or otherwise dispose of such Economic Interest without the approval of the Members and shall have no rights of a Member other than the right to receive the share of one or more of the Company's Net Income, Net Losses and distributions of the Company's assets to which the pledging Member would otherwise be entitledextent set forth in SECTION 7.8.

Transfer and Assignment of Interests. No A GENERAL RESTRICTION. Except as otherwise provided in this ARTICLE VII, until such time as any Member exercises its purchase or put option pursuant to SECTION 7.11 hereof, a Member shall not be entitled to transfer, assign, convey, sell, encumber or in any way alienate or dispose of (each, a "Transfer"), including to an Affiliate, all or any portion part of its Membership Interest if such Transfer: (icollectively, "transfer") is to a party except with the prior written consent of all Members, which is materially less creditworthy than consent may be given or withheld,conditioned or delayed, as the transferring Member (taking into account Members may determine in their sole and absolute discretion. Without limiting the obligations generality of such transferring Member's Affiliates under this Agreement and the Related Documents); or, (ii) would cause the termination or dissolution of the Company. Notwithstanding the foregoing, the sale or exchange of at least fifty percent (50%) of the voting stock of a Member, if a Member shall be entitled to pledge all is a corporation, or the transfer of such Member's Membership Interest as collateral as part an interest or interests of a blanket pledge of all of such Member's assets to a financial institution. Transfers in violation of this Article 9 shall be null and void and the transferee shall have no right to vote or participate at least fifty percent (50%) in the management of the business, property and affairs of the Company, to exercise any rights capital or profits of a Member (whether accomplished by the sale or exchange of interests or by the admission of new partners or members), if a Member is a partnership or limited liability company, or the cumulative transfer of such interests in a Member which effectively equal theforegoing (including transfer of interests followed by the incorporation of a Member and subsequent stock transfers, or transfers of stock followed by the liquidation of a Member and subsequent transfers of interests) will be deemed to receive constitute an assignment of a Membership Interest subject to this ARTICLE VII; provided that transfers among the share of one or more of the CompanyFleming's Net Income, Net Losses and distributions of the Company's assets to which the transferor would otherwise Principals shall be entitledexempt from these requirements. After the consummation of any transfer of any part of a Membership Interest, the Membership Interest so transferred shall continue to be subject to the terms and provisions of this Agreement and any further transfers shall be required to comply with all the terms and provisions of this Agreement. If B IMPROPER TRANSFERS. Transfers in violation of this ARTICLE VII shall only be effective to the secured party receiving a pledge of an Economic Interest of a Member forecloses on such Economic Interest, such Person shall not be admitted as a Member, shall not be entitled to further transfer or otherwise dispose of such Economic Interest without the approval of the Members and shall have no rights of a Member other than the right to receive the share of one or more of the Company's Net Income, Net Losses and distributions of the Company's assets to which the pledging Member would otherwise be entitledextent set forth in SECTION 7.8.

Transfer and Assignment of Interests. No 7.1 Transfer and Assignment of Interests. The Class B Member and the Class C Members shall not be entitled to transfer, assign, convey, sell, pledge, encumber or in any way alienate (whether arising out of an attempted charge upon the interest of the Class B Member or dispose of (eacha Class C Member by judicial process, a "Transfer"), including to an Affiliate, foreclosure by a creditor of the Class B Member or a Class C Member or otherwise) all or any portion part of their Membership Interest (collectively, “transfer”) except with (i) the prior written consent of the Class A Member, which consent may be given or withheld, conditioned or delayed, as such Member may determine in its sole and absolute discretion; and (ii) compliance with all applicable federal and state securities laws. Each Class B Member and Class C Member acknowledges and agrees that the intent of the parties in entering into this Agreement is that the Membership Interest of the Class B Member and the Class C Members not be transferred to any person other than the Class A Member pursuant to the purchase rights contained in this Article VII. The Class A Member may freely transfer any or all of its Membership Interest if Interests without obtaining the consent of any other Member and such Transfer: (i) is transferee shall, upon agreeing to be bound by the terms of this Agreement, automatically become admitted as a party which is materially less creditworthy than substitute Class A Member and shall have all of the transferring Member (taking into account the rights and obligations of such transferring a Class A Member's Affiliates under this Agreement and the Related Documents); or, (ii) would cause the termination or dissolution of the Company. Notwithstanding the foregoing, a Member shall be entitled to pledge all of such Member's Membership Interest as collateral as part of a blanket pledge of all of such Member's assets to a financial institution. Transfers in violation of this Article 9 VII shall be null and void and ab initio If there is a transfer of the Membership Interest of the Class B Member or a Class C Member in violation of this Article VII, the transferee shall have no right to vote or participate in the management of the business, property and affairs of the Company, Company or to exercise any rights of a Member or to receive the share of one or more of the Company's Net Income, Net Losses and distributions of the Company's assets to which the transferor would otherwise be entitledMember. After the consummation of any transfer of any part of a Membership InterestInterest of the Class B Member or any Class C Member in accordance with this Agreement, the Membership Interest so transferred shall continue to be subject to the terms and provisions of this Agreement and any further transfers shall be required to comply with all the terms and provisions of this Agreement. If the secured party receiving a pledge of an Economic Interest of a Member forecloses on such Economic Interest, such Person shall not be admitted as a Member, shall not be entitled to further transfer or otherwise dispose of such Economic Interest without the approval of the Members and shall have no rights of a Member other than the right to receive the share of one or more of the Company's Net Income, Net Losses and distributions of the Company's assets to which the pledging Member would otherwise be entitled.

Transfer and Assignment of Interests. No Member shall be entitled to transfer, assign, sell, encumber or in any way alienate or dispose of (each, a "TransferTRANSFER"), including to an Affiliate, all or any portion of its Membership Interest if such Transfer: (i) is to a party which is materially less creditworthy than the transferring Member (taking into account the obligations of such transferring Member's Affiliates under this Agreement and the Related Documents); or, (ii) would cause the termination or dissolution of the Company. Notwithstanding the foregoing, a Member shall be entitled to pledge all of such Member's Membership Interest as collateral as part of a blanket pledge of all of such Member's assets to a financial institution. Transfers in violation of this Article 9 shall be null and void and the transferee shall have no right to vote or participate in the management of the business, property and affairs of the Company, to exercise any rights of a Member or to receive the share of one or more of the Company's Net Income, Net Losses and distributions of the Company's assets to which the transferor would otherwise be entitled. After the consummation of any transfer of any part of a Membership Interest, the Membership Interest so transferred shall continue to be subject to the terms and provisions of this Agreement and any further transfers shall be required to comply with all the terms and provisions of this Agreement. If the secured party receiving a pledge of an Economic Interest of a Member forecloses on such Economic Interest, such Person shall not be admitted as a Member, shall not be entitled to further transfer or otherwise dispose of such Economic Interest without the approval of the Members and shall have no rights of a Member other than the right to receive the share of one or more of the Company's Net Income, Net Losses and distributions of the Company's assets to which the pledging Member would otherwise be entitled.

Transfer and Assignment of Interests. No Except as otherwise expressly provided herein, no Member shall be entitled to transfershall, assigndirectly or indirectly (including transfers of interests in Members), selltransfer (by sale, encumber exchange, assignment, gift or other disposition) or in any way alienate all or dispose any part of its Membership Interest or any interest in any of the Properties (each, a "TransferTRANSFER" and collectively, ")TRANSFERS") without the prior written approval of all Members; PROVIDED, including HOWEVER, subject to an Affiliatethe restrictions of, and only to the extent permitted under, the Loan Documents, (a) any Member may transfer all or a portion of its Membership Interest so long as there is no change of Control of the Manager; PROVIDED HOWEVER, that so long as Keystone or Keystone Investor shall be a Member, each of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇ and/or entities owned and controlled by them or members of their immediate family may not transfer more than forty-nine (49%) of their respective beneficial ownership interest in the Company as of the date hereof, (b) Members may pledge or encumber all or any portion of its Membership Interest if such Transfer: (i) is to any qualified lender who makes a party which is materially less creditworthy than the transferring Member (taking into account the obligations of such transferring Member's Affiliates under this Agreement and the Related Documents); orbona fide loan thereon, (iic) would cause additional members may be admitted to the termination or dissolution of the Company. Notwithstanding the foregoing, a Member shall be entitled to pledge all of such Member's Membership Interest as collateral as part of a blanket pledge of all of such Member's assets to a financial institution. Transfers in violation of this Article 9 shall be null and void and the transferee shall have no right to vote or participate in the management of the business, property and affairs of the Company, to exercise any rights of a Member Company or to receive Landmark after the share of one date hereof, (d) Landmark may transfer or more of the Company's Net Income, Net Losses and distributions of the Company's assets to which the transferor would otherwise be entitled. After the consummation of any transfer of any part of a Membership Interest, the assign its Membership Interest so transferred shall continue long as the holders of the Assumed Debt and other mortgage indebtedness on the Properties and Keystone consent to such transfer, such consent of Keystone not to be subject unreasonably withheld (and shall be automatically granted if the holders of the Assumed Debt and other mortgage indebtedness on the Properties so consent), and the Company makes a special distribution to Keystone and Keystone Investor, PRO RATA in accordance with their initial Capital Contribution, equal to one percent (1%) of the Keystone Invested Capital, (e) the restrictions on transfers set forth in this ARTICLE V shall not apply to sales or issuances of shares of capital stock of a REIT or to any merger, consolidation or sale of all or substantially all of the assets or stock of a REIT, and (f) the restrictions on transfers set forth in this ARTICLE V shall not apply to the terms and provisions of this Agreement and any further transfers shall be required to comply with all the terms and provisions of this Agreement. If the secured party receiving a pledge of an Economic Interest of a Member forecloses on such Economic Interest, such Person shall not be admitted as a Member, shall not be entitled to further transfer sale or otherwise dispose of such Economic Interest without the approval of the Members and shall have no rights of a Member other than the right to receive the share of one or more of the Company's Net Income, Net Losses and distributions of the Company's assets to which the pledging Member would otherwise be entitled.issuance

Transfer and Assignment of Interests. No Except as otherwise specifically provided in this Agreement, no Member shall be entitled to transfer, assign, convey, sell, encumber or in any way alienate or dispose of (each, a "Transfer"), including to an Affiliate, all or any portion of its Membership Interest if such Transfer: (i) is to a party which is materially less creditworthy than the transferring Member (taking into account the obligations of such transferring Member's Affiliates under this Agreement and the Related Documents); or, (ii) would cause the termination or dissolution part of the Company. Notwithstanding Member’s Interest except with the foregoing, a Member shall be entitled to pledge all of such Member's Membership Interest as collateral as part prior written consent of a blanket pledge of all of such Member's assets to a financial institutionMajority-in-Interest, which consent may be given or withheld, conditioned or delayed as the other Members may determine in their sole discretion. Transfers in violation of this Article 9 VII shall be null and void and the transferee shall have no right to vote or participate in the management of the business, property and affairs of the Company, to exercise any rights of a Member or to receive the share of one or more of the Company's Net Income, Net Losses and distributions of the Company's assets to which the transferor would otherwise be entitledab initio. After the consummation of any transfer of any part of a Membership an Interest, the Membership Interest so transferred shall continue to be subject to the terms and provisions of this Agreement and any further transfers shall be required to comply with all of the terms and provisions of this Agreement. If Notwithstanding any other provision of this Agreement to the secured party receiving contrary and without triggering the rights of first refusal set forth in Section 7.5, the following transfers are permitted and do not require the consent of a pledge Majority-in-Interest except as otherwise expressly stated below: (a) A Member who is a natural person may transfer all or any portion of such Member’s Interest to any revocable trust created for the benefit of the Member, or any combination between or among the Member, the Member’s spouse, and the Member’s immediate family; provided that the Member retains a beneficial interest in the trust and all of the voting Interest included in such Interest. A transfer of a Member’s beneficial interest in such trust, or failure to retain such voting Interest, shall be deemed a transfer of an Economic Interest. (b) A Member may transfer all or any part of such Member’s Interest if the Interest to be transferred represents no more than ten percent (10%) of all Interests in the Company (i.e., all Classes taken together), assuming for the purposes of calculating such percentage that all Authorized Units have been issued; provided, however, that such transfer must receive the prior written approval of a Member forecloses on such Economic Majority-in-Interest and, except with the prior written approval of a Majority-in-Interest, such Person shall not be admitted as a Memberno Member may transfer any portion of its, shall not be entitled to further transfer his or otherwise dispose of such Economic her Interest without the approval of the Members and shall have no rights of a Member other in reliance on this Section 7.1(b) more than the right to receive the share of one or more of the Company's Net Income, Net Losses and distributions of the Company's assets to which the pledging Member would otherwise be entitledonce in any twelve (12)-month period.