Common use of Transfer of a Members Interest Clause in Contracts

Transfer of a Members Interest. (a) A Member may not, without the prior written consent of all of the Members, sell, transfer, assign or otherwise dispose of, or permit, voluntarily or involuntarily, any security interest, pledge, mortgage, lien, charge, encumbrance, adverse claim, preferential arrangement or restriction of any kind (collectively an "Encumbrance") upon, all or any portion of such Member's Interest in the Company. Any such purported sale, transfer, assignment or other disposition or Encumbrance of a Member's Interest (hereinafter collectively referred to as a "Transfer") without such consent shall be void and shall not bind the Company. If all of the Members have consented to the Transfer, such Transfer may be made only if (i) the provisions of Section 9.3 of this Agreement do not otherwise prohibit the Transfer, (ii) a duly executed and acknowledged counterpart of the instrument effecting such Transfer in form and substance satisfactory to the Members shall have been delivered to Members, and the assignor shall have indicated such intention of substitution in the instrument effecting such Transfer, (iii) the assignee shall have expressly agreed to be bound by the provisions of this Agreement and to assume all of the obligations imposed upon Members hereunder, (iv) the assignor and the assignee shall have executed or delivered such other instruments as the Members may deem necessary or desirable to effectuate such admission, including, but not limited to, an opinion of counsel that the Transfer complies with the registration provision of the Securities Act of 1933, as amended (the "Securities Act") and any applicable securities or "Blue Sky" law of any state or other jurisdiction, or an exemption therefrom, and (v) the assignor or assignee shall have paid all reasonable expenses and legal fees relating to the Transfer and, if all of the Members so permit, the assignee's admission as a Member, including, but not limited to, the cost of any required counsel's opinion and of preparing, filing and publishing any amendment to the Certificate necessary to effect such admission. (b) The consent of the Members shall not be required for a Transfer of all or a part of a Member's economic interest in Company distributions, for no consideration, to a third party or to a trustee for the benefit of the assignor, provided that such Transfer is otherwise made in accordance with and subject to the provisions of Section 9.2(a) of this Agreement and this Section 9.2(b). However, such assignee shall not be admitted as a substitute Member without the consent of all of the Members. Any transferee of a Member's Interest in the Company who is not admitted to the Company as a substitute Member shall be entitled to receive, to the extent assigned, the distributions to which the assigning Member would be entitled, but shall have no right to participate in the management and affairs of the Company, exercise any voting or other rights of a Member or be entitled to become a Member.

Transfer of a Members Interest. (a) A Except as otherwise provided herein, no Member may not, without Transfer any of its Units prior to the prior written consent consummation of all of the Members, sell, transfer, assign or otherwise dispose of, or permit, voluntarily or involuntarily, any security interest, pledge, mortgage, lien, charge, encumbrance, adverse claim, preferential arrangement or restriction of any kind (collectively an "Encumbrance") upon, all or any portion of such Member's Interest IPO. The Transfer restrictions in the Company. Any such purported sale, transfer, assignment or other disposition or Encumbrance of a Member's Interest (hereinafter collectively referred to as a "Transfer") without such consent shall be void and previous sentence shall not bind the Company. If all of the Members have consented apply to the Transfer, such Transfer may be made only if Transfers (i) the provisions of Section 9.3 of this Agreement do not otherwise prohibit the Transferto Permitted Transferees, (ii) in connection with a duly executed Control Sale pursuant to Section 8.6 or a Tag Sale pursuant to Section 8.7. Subject to the preceding sentence, a Member may Transfer the Units only in accordance with, and acknowledged counterpart subject to, the applicable provisions of this Article VIII. (b) As a condition to any Transfer to a Permitted Transferee permitted under this Agreement, (i) such Permitted Transferee shall covenant to the Company that it shall remain a Permitted Transferee of the instrument effecting Transferor until the Company is dissolved pursuant to Section 9.1 hereof and, if such Permitted Transferee ceases to be a Permitted Transferee, then such Permitted Transferee will Transfer in form and substance satisfactory its Units back to the Members Member from which it acquired such Units, and (ii) such Permitted Transferee shall have been delivered to Members, and the assignor shall have indicated such intention of substitution agreed in the instrument effecting such Transfer, (iii) the assignee shall have expressly agreed writing to be bound by the provisions terms of this Agreement Agreement. A Member must give prior written notice to the Board of Managers of any proposed Transfer to a Permitted Transferee, including the identity of such proposed Permitted Transferee and such other documentation reasonably requested by the Board of Managers to assume all ensure compliance with the terms of this Agreement. (c) Notwithstanding anything to the contrary contained herein, no Member shall Transfer any of its Units at any time if such action would constitute a violation of any Federal or state securities or blue sky laws or a breach of the obligations imposed upon Members hereunderconditions to any exemption from registration of the Units under any such laws or a breach of any undertaking or agreement of a Member entered into pursuant to such laws or in connection with obtaining an exemption thereunder, (iv) the assignor and the assignee Company shall have executed not transfer upon its books any Units unless prior thereto the Company has received (or delivered such other instruments as the Members may deem necessary or desirable to effectuate such admission, including, but not limited to, Board of Managers has waived in writing the requirement that the Company receive) an opinion of counsel in form and substance reasonably satisfactory to the Company that such transaction is in compliance with this Section 8.1(c). UNITS IN THE COMPANY HAVE NOT BEEN AND SHALL NOT BE REGISTERED UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS AND, THEREFORE, CANNOT BE RESOLD UNLESS SUCH UNITS ARE REGISTERED UNDER THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS, OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE. This Section 8.1(c) shall survive termination of this Agreement for the maximum period permitted by applicable law. (d) Notwithstanding anything to the contrary contained herein, in no event shall any Member be entitled to Transfer complies with the registration provision any of the Securities Act of 1933, as amended (the "Securities Act") and its Units to any applicable securities or "Blue Sky" law of any state or other jurisdictionPerson that such Member believes to be a competitor of, or an exemption therefrom, and (v) the assignor or assignee shall have paid all reasonable expenses and legal fees relating to the Transfer and, if all of the Members so permit, the assignee's admission as a Member, including, but not limited otherwise adverse to, the cost of any required counsel's opinion and of preparing, filing and publishing any amendment to the Certificate necessary to effect such admissionCompany. (be) The consent Each Member agrees, upon request of the Members shall not be required for a Transfer Board of all or a part of a Member's economic interest in Company distributions, for no considerationManagers, to a third party execute such certificates or other documents and perform such acts as the Board of Managers reasonably deems appropriate to a trustee for preserve the benefit status of the assignor, provided that such Transfer is otherwise made in accordance with and subject to the provisions of Section 9.2(a) of this Agreement and this Section 9.2(b). However, such assignee shall not be admitted as a substitute Member without the consent of all of the Members. Any transferee of a Member's Interest in the Company who is not admitted to the Company as a substitute limited liability company after the completion of any Transfer of Units of such Member under the laws of the jurisdiction in which the Company is conducting its operations. (f) In the event any Units in the Company are Transferred in accordance with the terms of this Article VIII, the transferee shall be entitled succeed to receive, the Capital Account of the transferor to the extent assigned, it relates to the distributions to which the assigning Member would be entitled, but shall have no right to participate in the management and affairs of the Company, exercise any voting or other rights of a Member or be entitled to become a MemberUnits transferred.