Common use of TRANSFER TO A THIRD PARTY Clause in Contracts

TRANSFER TO A THIRD PARTY. A Member desiring to, directly or indirectly, Transfer Units to a Third Party that is not a successor parent Affiliate, including but not limited to any Transfer resulting from a change in control of the Member, will give written notice of such Transfer to the Company and the other Members as promptly as practicable before such Transfer, identifying the successor system parent Third Party and describing in reasonable detail the circumstances underlying the Transfer. Within 30 calendar days after the Company’s receipt of such notice, the other Members will convene a special meeting and by unanimous affirmative vote of the other Members (determined exclusive of the Transferring Member and the successor system parent Third Party) either (a) acknowledge and affirm the occurrence of such Transfer and the admission of the successor system parent Third Party as a Substitute Member effective as of the date when the change in control or other corporate transaction occurs, if later than the date of such vote or (b) remove the successor system parent Third Party from the Company pursuant to Section 11.2(h), thereby triggering the application of the provisions for transition set forth in Sections 11.3 through Section 11.6.

Appears in 2 contracts

Sources: Operating Agreement, Operating Agreement