Common use of Transfer Restrictions and Procedures Clause in Contracts

Transfer Restrictions and Procedures. (a) Unless the Members unanimously agree otherwise, prior to completion of the SOW and fulfillment of the Company's obligations to GPUI under the Performance Agreement, neither Member may sell, assign, transfer, pledge, encumber or in any other manner dispose of all or any portion of the interest in the Company which it owns except by operation of law. Any such sale, assignment, transfer, pledge, encumbrance or other disposition, including any attempt thereat, shall be null and void. (b) If, at any time after completion of the SOW and fulfillment of the Company's obligations to GPUI under the Performance Agreement, either Member (the "Selling Member") shall desire to transfer or dispose of some or all of its interest in the Company, it shall, before soliciting any third party offers therefor, give written notice of its intention to do so to the Company and the other Member. The Company shall then have the option (exercisable by written notice within 30 days after receipt of the Selling Member's notice) to purchase either (i) the interest in the Company the Selling Member shall desire to dispose of as stated in such notice (the "Offered Interest") or (ii) the entire interest in the Company owned by the Selling Member, at a price to be mutually agreed upon. If within such 30-day period, the Company does not exercise its option as to the entire interest subject to such option, the other Member shall have the option (exercisable by written notice within 35 days after receipt of the Selling Member's notice) to purchase the interest as to which the Company has not exercised its option, at a price to be mutually agreed upon. (c) If the Company and the other Member do not exercise their respective options as set forth in Section 7.1(b) so as to purchase the entire Offered Interest, or if the parties cannot reach mutual agreement as to the price for such interest, the Selling Member shall have the right, at any time within 60 days after the expiration of the last such option period, to submit to the Company and the other Member a bona fide third party offer for the purchase of the offered Interest (the "Offer") and the Company, initially, and then the other Member, shall have the option (exercisable by written notice to the Selling Member within 20 and 30 days, respectively, after receipt of the offer from the Selling Member) to purchase the Offered Interest at the price and on the terms set forth in the Offer. If the Company and the other Member do not exercise their respective options as set forth in this Section 7.1(c) so as to purchase the entire Offered Interest, the Selling Member shall have the right, at any time within 90 days after the expiration of the last such option period, to dispose of the Offered Interest at the price and on the terms set forth in the offer; provided, however, that the purchaser or transferee of any interest first becomes a party to and bound by the terms of this Operating Agreement by executing a counterpart thereof; but if any such disposition is not made within such 90-day period such interest shall again be subject to the provisions of this Section 7.1. (d) The closing of any purchase and sale of an interest in the Company in accordance with the foregoing provisions shall be held at the principal office of the Company or at such other place as may be agreed upon, on a date and at a time designated by the purchaser, but not later than 30 days after written notice of such purchase is given to the Selling Member. At such closing, the full purchase price shall be paid to the Selling Member by certified or bank check and the Selling Member shall deliver to the purchaser the certificates, if any, representing the interest to be sold with all necessary stock transfer tax stamps attached, which certificates, if any, at such time will be duly endorsed in blank for transfer. (e) All certificates, if any, representing an interest in the Company shall have stamped on their front and back an appropriate legend setting forth the substance of the foregoing restrictions.

Transfer Restrictions and Procedures. (a) Unless the Members unanimously agree otherwise, prior to completion of the SOW and fulfillment of the Company's obligations to GPUI under the Performance Agreement, neither Member may sell, assign, transfer, pledge, encumber or in any other manner dispose of all or any portion of the interest in the Company which it owns except by operation of law. Any such sale, assignment, transfer, pledge, encumbrance or other disposition, including any attempt thereat, shall be null and void. (b) If, at any time after completion of the SOW and fulfillment of the Company's obligations to GPUI under the Performance Agreement, either Member (the "Selling Member") shall desire to transfer or dispose of some or all of its interest in the Company, it shall, before soliciting any third party offers therefor, give written notice of its intention to do so to the Company and the other Member. The Company shall then have the option (exercisable by written notice within 30 days after receipt of the Selling Member's notice) to purchase either (i) the interest in the Company the Selling Member shall desire to dispose of as stated in such notice (the "Offered Interest") or (ii) the entire interest in the Company owned by the Selling Member, at a price to be mutually agreed upon. If within such 30-day period, the Company does not exercise its option as to the entire interest subject to such option, the other Member shall have the option (exercisable by written notice within 35 days after receipt of the Selling Member's notice) to purchase the interest as to which the Company has not exercised its option, at a price to be mutually agreed upon. (c) If the Company and the other Member do not exercise their respective options as set forth in Section 7.1(b) so as to purchase the entire Offered Interest, or if the parties cannot reach mutual agreement as to the price for such interest, the Selling Member shall have the right, at any time within 60 days after the expiration of the last such option period, to submit to the Company and the other Member a bona fide third party offer for the purchase of ---- ---- the offered Offered Interest (the "Offer") and the Company, initially, and then the other Member, shall have the option (exercisable by written notice to the Selling Member within 20 and 30 days, respectively, after receipt of the offer Offer from the Selling Member) to purchase the Offered Interest at the price and on the terms set forth in the Offer. If the Company and the other Member do not exercise their respective options as set forth in this Section 7.1(c) so as to purchase the entire Offered Interest, the Selling Member shall have the right, at any time within 90 days after the expiration of the last such option period, to dispose of the Offered Interest at the price and on the terms set forth in the offerOffer; provided, however, that the purchaser or transferee of any interest -------- ------- first becomes a party to and bound by the terms of this Operating Agreement by executing a counterpart thereof; but if any such disposition is not made within such 90-day period such interest shall again be subject to the provisions of this Section 7.1. (d) The closing of any purchase and sale of an interest in the Company in accordance with the foregoing provisions shall be held at the principal office of the Company or at such other place as may be agreed upon, on a date and at a time designated by the purchaser, but not later than 30 days after written notice of such purchase is given to the Selling Member. At such closing, the full purchase price shall be paid to the Selling Member by certified or bank check and the Selling Member shall deliver to the purchaser the certificates, if any, representing the interest to be sold with all necessary stock transfer tax stamps attached, which certificates, if any, at such time will be duly endorsed in blank for transfer. (e) All certificates, if any, representing an interest in the Company shall have stamped on their front and back an appropriate legend setting forth the substance of the foregoing restrictions.

Transfer Restrictions and Procedures. (a) Unless the Members unanimously agree otherwise, prior to completion Each of the SOW and fulfillment of Partners agrees that it will not, directly or indirectly (through the Company's obligations to GPUI under the Performance Agreement, neither Member may sell, assignsale, transfer, pledge, encumber hypothecation, or in other disposition of any other manner capital stock of any subsidiary then owning any Partnership Interest as permitted by subparagraph (iv) of this Section 6.1(a) or otherwise), sell, transfer, pledge, hypothecate, or otherwise dispose of all or any portion part of its Partnership Interest, without the prior written consent of the interest other Partner, which consent may be given or withheld in the Company which sole discretion of such other Partner. Each of the Partners further agrees that it owns except by operation of law. Any such will not, directly or indirectly (through the sale, assignment, transfer, pledge, encumbrance hypothecation, or other dispositiondisposition of any capital stock of any subsidiary then owning any Partnership Interest as permitted by subparagraph (iv) of this Section 6.1(a) or otherwise), including sell or otherwise dispose of all or any attempt thereatpart of its Partnership Interest, except in accordance with the following procedures: (i) Either Partner (the "Initiating Partner") wishing to dispose of not less than all of its Partnership Interest, shall give written notice thereof (the "Transfer Notice") to the other Partner (the "Receiving Partner") specifying the cash purchase price (stated in terms of price per each 1% of the total Percentage Interest to be null and voidsold) at which it is willing to effect such disposition. (bii) If, at any time after completion Not later than 90 days following receipt of the SOW and fulfillment of Transfer Notice, the Company's obligations to GPUI under Receiving Partner shall notify the Performance Agreement, either Member Initiating Partner in writing (the "Selling MemberResponse Notice") shall desire to transfer or dispose of some or all of its interest election to either (A) purchase the Initiating Partner's entire Partnership Interest at the cash purchase price (stated in terms of price per each 1% of the total Percentage Interest to be purchased) specified in the CompanyTransfer Notice, it shall, before soliciting any third party offers therefor, give written notice of its intention to do so or (B) sell to the Company and Initiating Partner the other Member. The Company shall then have Receiving Partner's entire Partnership Interest at a cash purchase price equal to the option (exercisable by written notice within 30 days after receipt same price per each 1% of the Selling Member's notice) to purchase either (i) the interest in the Company the Selling Member shall desire to dispose of as stated in such notice (the "Offered Interest") or (ii) the entire interest in the Company owned by the Selling Member, at a price total Partnership Interest to be mutually agreed upon. If within such 30-day period, the Company does not exercise its option as to the entire interest subject to such option, the other Member shall have the option (exercisable by written notice within 35 days after receipt of the Selling Member's notice) to purchase the interest as to which the Company has not exercised its option, at a price to be mutually agreed upon. (c) If the Company and the other Member do not exercise their respective options sold as set forth in Section 7.1(b) so as the Transfer Notice. A failure by the Receiving Partner to deliver a Response Notice shall be deemed to be a Response Notice to purchase the Initiating Partner's entire Offered Interest, or if the parties cannot reach mutual agreement as to the price for such interest, the Selling Member shall have the right, at any time within 60 days after the expiration of the last such option period, to submit to the Company and the other Member a bona fide third party offer for the purchase of the offered Interest (the "Offer") and the Company, initially, and then the other Member, shall have the option (exercisable by written notice to the Selling Member within 20 and 30 days, respectively, after receipt of the offer from the Selling Member) to purchase the Offered Partnership Interest at the cash purchase price and on the terms set forth in the OfferTransfer Notice, given on the 90th day following receipt of the Transfer Notice. If The Response Notice shall be irrevocable and shall be binding upon the Company Initiating Partner and the other Member do not exercise their respective options as set forth Receiving Partner. (iii) The closing of the purchase of any Partnership Interest in this Section 7.1(c) so as to purchase accordance with the entire Offered Interest, the Selling Member Response Notice shall have the right, at any time take place within 90 days after the expiration receipt (or deemed receipt) of the last such option period, to dispose of the Offered Interest at the price and on the terms set forth in the offer; provided, however, that the purchaser or transferee of any interest first becomes a party to and bound by the terms of this Operating Agreement by executing a counterpart thereof; but if any such disposition is not made within such 90-day period such interest shall again be subject to the provisions of this Section 7.1. (d) The closing of any purchase and sale of an interest in the Company in accordance with the foregoing provisions shall be held at the principal office of the Company or at such other place as may be agreed upon, on a date and at a time designated by the purchaser, but not later than 30 days after written notice of such purchase is given to the Selling Member. At such closing, the full purchase price shall be paid to the Selling Member by certified or bank check and the Selling Member shall deliver to the purchaser the certificates, if any, representing the interest to be sold with all necessary stock transfer tax stamps attached, which certificates, if any, at such time will be duly endorsed in blank for transfer. (e) All certificates, if any, representing an interest in the Company shall have stamped on their front and back an appropriate legend setting forth the substance of the foregoing restrictions.such