Common use of Transfer of Member Interests Clause in Contracts

Transfer of Member Interests. (a) Any Member may, subject to the other provisions set forth in this Agreement, Transfer all or any undivided share of its Member Interest. Any attempted Transfer of all or a part of a Member Interest other than in compliance with this Agreement shall be null and void and of no force or effect. Any Member who Transfers any Member Interest or portion thereof shall promptly provide written notice thereof to the Company and all of the other Members. (b) No Transfer may be made to an individual, and except in the case of a Member transferring all of its Member Interest, no Transfer may be made which results in the transferor or the transferee holding a Member Interest of less than ten percent (10%). (c) A transferring Member shall, notwithstanding the Transfer, be liable to the Company and the other Members for its obligation to fund its Member Interest share (as of the time of the Transfer) of Member Interests included in the Transfer of the activities included in each approved Annual Work Program and Budget (including multi-year expenditures included in more than one Annual Work Program and Budget), and for all other obligations, in each case, accrued under this Agreement or any Associated Agreement on or prior to the Transfer, but shall be released from any other obligations thereafter accruing under this Agreement or such Associated Agreement with respect to the Member Interest being Transferred, except in the case where the Transfer at issue is made to an Affiliate or where there is a Credit Facility Foreclosure on all or any part of a Member’s Member Interest, in which cases the transferring Member or Member subject to the foreclosure, as applicable, shall remain primarily liable for all such obligations. (d) In connection with any Transfer of a portion (but less than all) of its Member Interest by any member of the EXCO Affiliate Group or the BG Affiliate Group to a Third Party not affiliated with the EXCO Affiliate Group or the BG Affiliate Group, respectively, the EXCO Affiliate Group or the BG Affiliate Group, as applicable, shall assign such number of Total Votes equal to the product of (rounded to the nearest tenth) (x) a fraction the numerator of which is the number of aggregate Member Interests being assigned and the denominator of which is the sum of all Members’ Member Interests and (y) 100. The transferor’s number of Total Votes shall be reduced by the number of Total Votes so transferred. The transferor and transferee shall, amongst themselves, determine how to allocate the appointment of the Board Members allocated to such transferor’s Group, provided that such allocation shall be made in a manner so that all of the Total Votes may be represented at any meeting of the Management Board. (e) Any transferee of all of the Member Interest of a Member shall be entitled to all of the Total Votes of its transferor, and shall be entitled to appoint all Board Member seats previously appointed by its transferor.

Transfer of Member Interests. (a) Any Except as otherwise explicitly contemplated herein, a Member maymay not sell, subject to the other provisions set forth in this Agreementassign, Transfer transfer, pledge, mortgage or otherwise dispose of (a “Transfer”) all or any undivided share of its Member Interest. Any attempted Transfer Interest (including any transfer or assignment of all or a part of its Member Interest to a Person who becomes an assignee of a beneficial interest in the Company even though not becoming a substitute Member) unless the Managing Member has consented to such Transfer or assignment in writing, which consent shall not be unreasonably withheld with regard to an assignment by a Member of its entire Member Interest to any one Person if all of the following conditions are satisfied as reasonably determined by the Managing Member: (1) such assignee constitutes only one member of the Company within the meaning of U.S. Department of Treasury Reg. §1.7704-1(h), (2) such assignee is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act, (3) such assignment does not cause the Managing Member, any of its affiliates, the Company or any of the Members to be subjected to (or materially increase its obligation with respect to) any regulations or reporting requirements that the Managing Member reasonably believes to be significant or burdensome or to any tax obligation, (4) the assignee in the Managing Member’s judgment has the financial ability to hold the Member Interests and perform in a timely manner all of its obligations as a Member under this Agreement, and (5) as reasonably determined by the Managing Member, none of such assignee, its Affiliates, agents or advisors or any Person associated with such assignee is a competitor of the Company, the Managing Member, any Investment or any of their respective Affiliates, except that a Member which is a trust under an employee benefit plan may, upon prior written notice to the Managing Member, (i) assign a beneficial interest in all or a portion of its Member Interest to any other trust under such employee benefit plan or to any other employee benefit plan having the same sponsor or a sponsor which was formerly the affiliate of the sponsor (in which case the transferor shall remain liable for all liabilities and obligations relating to the transferred beneficial interest) or (ii) change a trustee or fiduciary of a Member, provided any such replacement trustee or fiduciary is also a fiduciary as defined under applicable state law. No consent of any other Member shall be required as a condition precedent to any Transfer. The voting rights of any Member Interest shall automatically terminate upon any Transfer of such interest to a trust, heir, beneficiary, guardian or conservator or upon any other Transfer if the transferor no longer retains control over such voting rights and the Managing Member has not consented pursuant to Section 6.2(b) to such transferee becoming a substitute Member. As a condition to any Transfer of a Member Interest other than in compliance with this Agreement shall be null and void and of no force or effect. Any Member who Transfers any Member Interest or portion thereof shall promptly provide written notice thereof to (including a Transfer not requiring the Company and all consent of the other MembersManaging Member), (1) the transferor and the transferee shall provide such legal opinions, certificates and other‌ documentation and information (including information necessary to comply with the requirements of Code §743, if applicable) as the Managing Member shall reasonably request, and (2) if required under a Subscription Facility, either the transferor (as a condition precedent to such transfer) or the transferee (as a condition precedent to its admission as a Member) shall make a pro rate Subscription Facility Contribution for any amounts advanced under the Subscription Facility Contribution on account of the transferor’s Capital Commitment. (b) No Transfer may be made Notwithstanding anything to an individualthe contrary contained in this Section 6.2, and except in the case Section 6.5 or Section 12.2, a transferee or assignee of a Member Interest shall not become a substitute Member without the prior written consent of the Managing Member in its sole discretion and without executing a copy of this Agreement or an amendment hereto in form and substance satisfactory to the Managing Member in its sole discretion, provided, however, that, except for Transfers which would permit the Managing Member to withhold its consent pursuant to Section 6.2(f) below, the consent of the Managing Member shall not be required for the admission of a transferee or assignee as a substitute Member if such transferee or assignee is a trust, fiduciary, or employee benefit plan receiving its interest in a transaction or under the circumstances described in Section 6.2(a)(i) or (ii) above. Any substitute Member admitted to the Company with the consent of the Managing Member shall succeed to all rights and be subject to all the obligations of the transferring or assigning Member with respect to the interest to which such Member was substituted. (c) Unless the Managing Member otherwise determines in its sole discretion, the transferor and transferee of any Member Interest shall be jointly and severally obligated to reimburse the Managing Member and the Company for all reasonable expenses (including attorneys’ fees and expenses and any immediate or ongoing accounting costs attributable to the Company’s compliance with the requirements of Code §743(b) or (e) with respect to the transferred interest) of any Transfer or proposed Transfer of a Member Interest, whether or not consummated. (d) The transferee of any Member Interest shall be treated as having made all of the Capital Contributions made by, and received all of the allocations and distributions received by, the transferor of such interest in respect of such interest. (e) Notwithstanding any other provision of this Agreement, no Transfer (including any Transfer of an interest in Company profits, losses or distributions) shall be permitted if such Transfer would (i) unless the Managing Member otherwise consents in its sole discretion, cause the aggregate Transfer of Member Interests for a given Company taxable year to exceed two percent (2%) of total Member Interests (excluding for this purpose, any Transfer by a Member described in U.S. Department of Treasury Reg. §1.7704-1(e), (f) or (g)), (ii) unless the Managing Member otherwise consents in its sole discretion, cause the Company to lose its ability to rely on any exemption from registration under the Investment Company Act upon which the Company is entitled to rely at such time, (iii) cause the Company to be treated as a publicly traded partnership within the meaning of Code §7704 and U.S. Department of Treasury Reg. §1.7704-1, (iv) cause all or any portion of the assets of the Company to constitute “plan assets” under ERISA, (v) result in a material default under any Subscription Facility or (vi) create a significant risk of causing the results contemplated by any of clauses (i) through (vi), as determined by the Managing Member in its sole discretion. (f) The Managing Member may withhold its consent to the Transfer of any Member Interest (and no such Transfer shall be made) if the proposed Transfer would create a material risk of a violation of applicable law by the Managing Member, the Company or any Managing Member Affiliate or a material risk that the Company or the Managing Member would be subject to any governmental regulation requiring any registration or filing requirement which the Managing Member believes to be significant (including any registration under the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the Investment Advisers Act or the Investment Company Act) or that the Company or any Member (other than the assignor Member and assignee) would be subject to any tax liability or increase in tax liability. (g) Any Transfer that violates this Section 6.2 shall be void and the purported buyer, assignee, transferee, pledgee, mortgagee, or other recipient shall have no interest in or rights to Company assets, profits, losses or distributions and neither the Managing Member nor the Company shall be required to recognize any such interest or rights. (h) If a Member requests the Managing Member to assist it in finding a purchaser for all or any portion of its Member Interest, no Transfer may be made which results the Managing Member and/or its designees, in the transferor or Managing Member’s sole discretion and without in any way limiting the transferee holding a Member Interest provisions of less than ten percent (10%).Section 6.2, may elect to (ca) A transferring Member shall, notwithstanding the Transfer, be liable to the Company and the other Members for its obligation to fund its Member Interest share (as of the time of the Transfer) of Member Interests included in the Transfer of the activities included in each approved Annual Work Program and Budget (including multi-year expenditures included in more than one Annual Work Program and Budget), and for all other obligations, in each case, accrued under this Agreement or any Associated Agreement on or prior to the Transfer, but shall be released from any other obligations thereafter accruing under this Agreement or such Associated Agreement with respect to the Member Interest being Transferred, except in the case where the Transfer at issue is made to an Affiliate or where there is a Credit Facility Foreclosure on purchase all or any part of a Member’s Member Interest, in which cases the transferring Member or Member subject to the foreclosure, as applicable, shall remain primarily liable for all such obligations. (d) In connection with any Transfer of a portion (but less than all) of its Member Interest by any member of the EXCO Affiliate Group or the BG Affiliate Group to a Third Party not affiliated with the EXCO Affiliate Group or the BG Affiliate Group, respectively, the EXCO Affiliate Group or the BG Affiliate Group, as applicable, shall assign such number of Total Votes equal to the product of (rounded to the nearest tenth) (x) a fraction the numerator of which is the number of aggregate Member Interests being assigned and the denominator of which is the sum of all Members’ Member Interests and (y) 100. The transferor’s number of Total Votes shall be reduced by the number of Total Votes so transferred. The transferor and transferee shall, amongst themselves, determine how to allocate the appointment of the Board Members allocated to such transferor’s Groupinterest, provided that such allocation shall be made in interest is not greater than $2 million, and/or (b) offer and sell all or a manner so that all portion of such interest on behalf of the Total Votes may be represented at any meeting selling Member to one or more of the Management Board. Members (ebut not necessarily all Members) Any transferee of all of and/or to one or more third parties who are not Members. To the extent that the Managing Member Interest acquires the interest of a Defaulting Member, a Regulated Member or any other Member, the Managing Member will (subject to Section 3.4) be deemed to be a Member with respect to such interest for all purposes of this Agreement. No consent of any Member shall be entitled required as a condition precedent to all of the Total Votes of its transferor, and shall be entitled to appoint all Board Member seats previously appointed any such Transfer or any conversion contemplated by its transferorthis Section 6.2(h).

Transfer of Member Interests. (a) Any Member may, subject to the other provisions set forth in this Agreement, Transfer all or any undivided share of its Member Interest. Any attempted Transfer of all or a part of a Member Interest other than in compliance with this Agreement shall be null and void and of no force or effect. Any Member who Transfers any Member Interest or portion thereof shall promptly provide written notice thereof to the Company and all of the other Members. (b) No Transfer may be made to an individual, and except in the case of a Member transferring all of its Member Interest, no Transfer may be made which results in the transferor or the transferee holding a Member Interest of less than ten percent (10%). (c) A transferring Member shall, notwithstanding the Transfer, be liable to the Company and the other Members for its obligation to fund its Member Interest share (as of the time of the Transfer) of Member Interests included in the Transfer of the activities included in each approved Annual Work Program and Budget (including multi-year expenditures included in more than one Annual Work Program and Budget), and for all other obligations, in each case, accrued under this Agreement or any Associated Agreement on or prior to the Transfer, but shall be released from any other obligations thereafter accruing under this Agreement or such Associated Agreement with respect to the Member Interest being Transferred, except in the case where the Transfer at issue is made to an Affiliate or where there is the lender(s) with respect to a Credit Facility Foreclosure foreclose(s) on all or any part of a Member’s Member Interest, in which cases the transferring Member or Member subject to the foreclosure, as applicable, shall remain primarily liable for all such obligations. (d) In connection with any Transfer of a portion (but less than all) of its Member Interest by any member of the EXCO EOC Affiliate Group or the BG Affiliate Group to a Third Party third party not affiliated with the EXCO EOC Affiliate Group or the BG Affiliate Group, respectively, the EXCO EOC Affiliate Group or the BG Affiliate Group, as applicable, shall assign such number of Total Votes equal to the product of (rounded to the nearest tenth) (x) a fraction the numerator of which is the number of aggregate Member Interests being assigned and the denominator of which is the sum of all Members’ Member Interests and (y) 100. The transferor’s number of Total Votes shall be reduced by the number of Total Votes so transferred. The transferor and transferee shall, amongst themselves, determine how to allocate the appointment of the Board Members allocated to such transferor’s Group, provided that such allocation shall be made in a manner so that all of the Total Votes may be represented at any meeting of the Management Board. (e) Any transferee of all of the Member Interest of a Member shall be entitled to all of the Total Votes of its transferor, and shall be entitled to appoint all Board Member seats previously appointed by its transferor.