Common use of TRANSFERABILITY OF INTEREST Clause in Contracts

TRANSFERABILITY OF INTEREST. (a) Except as set forth in this Section 6.1, without the written approval of the Management Committee, none of the Manager Member's interest in the LLC (including, without limitation, any interest which has been Transferred to the Manager Member) may be Transferred; PROVIDED, HOWEVER, (i) it is understood and agreed that, in connection with the operation of the business of AMG and the Manager Member (including, without limitation, the financing of its interest herein and direct or indirect interests in additional investment management companies), the Manager Member's interest in the LLC will be pledged and encumbered and lien holders of the Manager Member's interest shall have and be able to exercise the rights of secured creditors with respect to such interest, (ii) the Manager Member may sell some (but not a majority) of its LLC Interests to a Person who is not a Member but who is an Officer or employee of the LLC or who becomes an Officer or employee of the LLC in connection with such issuance, or a Person wholly owned by any such Person, (iii) the Manager Member may sell some (but not a majority) of its LLC Interests to existing Non-Manager Members, and (iv) the Manager Member may sell all or any portion of its LLC Interests to an Affiliate of the Manager Member. Notwithstanding anything else set forth herein, the Manager Member may, with a Majority Vote, Transfer all its interests in the LLC in a single transaction or a series of related transactions, and, in any such case, each of the Non-Manager Members shall be required to Transfer, in the same transaction or transactions, all their interests in the LLC, provided that the price to be received by all the Members shall be allocated among the Members as follows: (a) an amount equal to the sum of the positive balances, if any, in positive Capital Accounts shall be allocated among the Members having such Capital Accounts in proportion to such positive balances, and (b) the excess, if any, shall be allocated among all Members in accordance with their respective number of LLC Points at the time of such sale. Upon any of the foregoing transactions, the Manager Member shall make the appropriate revisions to SCHEDULE A hereto. (b) In the case of a Transfer upon foreclosure, pursuant to Section 6.1(a)(i) above, each Transferee shall sign a counterpart signature page to this Agreement agreeing thereby to become either a Non-Manager Member or a Manager Member (provided, however, that once one such other Transferee elects to become a Manager Member, no Transferee (other than a subsequent Transferee of such new Manager Member) may elect to be a Manager Member hereunder. If the Transferee pursuant to Section 6.1(a)(i) above receives all of the Manager Members LLC Interests, and none of such Transferees elects to become a Manager Member, then the Manager Member shall be deemed to have withdrawn from the LLC. If, however, one of the Transferees elects to become a Manager Member and executes a counterpart signature page to this Agreement agreeing thereby to become a Manager Member, then notwithstanding any other provision hereof to the contrary, the old Manager Member shall thereupon be permitted to withdraw from the LLC as Manager Member. (c) In the case of a Transfer pursuant to the penultimate sentence of Section 6.1(a) above, the Manager Member shall be deemed to have withdrawn, and its transferee shall be deemed to have become the Manager Member.

TRANSFERABILITY OF INTEREST. (a) Except as set forth in this Section 6.1, without the prior written approval of the Management Committee, (i) none of the Manager MemberAMG's direct or indirect interest in the LLC (including, without limitation, any interest which has been Transferred to the Manager Member) may be TransferredTransferred (other than as a result of any merger, consolidation, leveraged recapitalization, sale of all or substantially all of its assets or similar transaction of AMG (regardless of how structured), which shall in no event be subject to the restrictions set forth in this Section 6.1 or require the consent of the Management Committee or any Member of the LLC) and (ii) the LLC may not undergo any merger, consolidation, conversion, leveraged recapitalization, sale of all or substantially all of its assets or similar transaction (any of which transactions described in this clause (ii) shall also require the prior written consent of the Manager Member granted after the Effective Time); PROVIDED, HOWEVER, (iA) it is understood and agreed that, in connection with the operation of the business of AMG and the Manager Member (including, without limitation, the financing of its interest herein and direct or indirect interests in additional investment management companies), the Manager MemberAMG's interest direct or indirect interests in the LLC will may be pledged and encumbered and lien holders of the Manager MemberAMG's interest interests shall have and be able to exercise the rights of secured creditors with respect to such interestinterests, (iiB) AMG may, with the Manager Member may sell prior written approval of the Management Committee (such approval not to be unreasonably withheld), Transfer some (but not a majority) of its LLC Interests Points to a Person who is not a Member but who is an Officer or employee of the LLC (or any Controlled Affiliate thereof) or who becomes an Officer or employee of the LLC in connection with such issuance, (or any Controlled Affiliate thereof) or a Person wholly majority owned by any such Person, (iiiC) AMG may, with the Manager Member may sell prior written approval of the Management Committee (such approval not to be unreasonably withheld), Transfer some (but not a majority) of its LLC Interests Points to existing Non-Manager Members, and (ivD) the Manager Member AMG may sell Transfer all or any portion of its LLC Interests to an Affiliate other direct or indirect wholly-owned subsidiaries of AMG (which shall thereafter be subject to the provisions of this Agreement applicable to the Manager Member). Notwithstanding anything else set forth herein, the Manager Member AMG may, with a Majority Votethe prior written approval of the Management Committee, Transfer all of its direct and indirect interests in the LLC to a bona fide third party purchaser in a single transaction or a series of related transactionstransactions (whether structured as an equity sale, a merger, a consolidation or otherwise), and, in any such case, each of the Non-Manager Members shall be required to Transfer, in the same transaction or transactions, all their interests in the LLCLLC (and to enter into such customary documentation in connection therewith as is entered into by AMG); PROVIDED, provided however, that the aggregate purchase price (including all forms of consideration, including without limitation amounts to be received in the form of equity participation rights) to be received by all the Members (other than bona fide compensation for future services to be performed following such transaction by any Member) shall be allocated among the Members in the same manner as follows: (a) an amount equal the purchase price would have been distributed pursuant to the sum Section 4.4 following a sale of all or substantially all of the positive balances, if any, in positive Capital Accounts shall be assets of the LLC and its Controlled Affiliates and the DE LLC and its Controlled Affiliates (with any net gain or loss from such transaction first having been allocated among the Members having such Capital Accounts in proportion to such positive balances, and (b) the excess, if any, shall be allocated among all Members in accordance with their respective number Section 4.2(e) or 4.2(f), as applicable). Until the earlier to occur of LLC Points at (i) the date of the consummation of the Subsequent Purchase pursuant to Section 12 of the Purchase Agreement or (ii) such time as it has become objectively determinable that AMG will not be required to consummate the Subsequent Purchase pursuant to Section 12 of such salethe Purchase Agreement, any transaction requiring the prior written approval of the Management Committee under this Section 6.1(a) shall also require the prior written approval of FAI (other than a Transfer by AMG described in clause (B) of the proviso to the first paragraph of this Section 6.1(a), which shall not require the approval of FAI). Upon any of the foregoing transactions, the Manager Member shall make the appropriate revisions to SCHEDULE A hereto. (b) In the case of a Transfer upon foreclosure, foreclosure pursuant to a pledge of or lien on AMG's direct or indirect interest in the LLC pursuant to Section 6.1(a)(i) above6.1(a)(A), each Transferee transferee shall sign a counterpart signature page to this Agreement agreeing thereby to become either a Non-Manager Member or a the Manager Member (provided, however, that once one such other Transferee transferee elects to become a the Manager Member, no Transferee transferee (other than a subsequent Transferee transferee of such new Manager Member) may elect to be a Manager Member hereunder. If the Transferee transferees pursuant to Section 6.1(a)(i6.1(a)(A) above receives receive all of the Manager Members Member's LLC Interests, Interests and none of such Transferees transferees elects to become a the Manager Member, then the Manager Member shall be deemed to have withdrawn from the LLC. If, however, one of the Transferees transferees elects to become a the Manager Member and executes a counterpart signature page to this Agreement agreeing thereby to become a the Manager Member, then notwithstanding any other provision hereof to the contrary, the old Manager Member shall thereupon be permitted to withdraw from the LLC as Manager Member. (c) In the case of a Transfer pursuant to the penultimate sentence second paragraph of Section 6.1(a) above), the old Manager Member shall be deemed to have withdrawn, withdrawn and its transferee shall be deemed to have become the new Manager MemberMember hereunder.

TRANSFERABILITY OF INTEREST. (a) Except as set forth in this Section 6.1, without the prior written approval of the Management Committee, (i) none of the Manager Member's ’s interest in the LLC (including, without limitation, any interest which has been Transferred to the Manager Member) may be TransferredTransferred and (ii) the LLC may not undergo any merger, consolidation, sale of all or substantially all of its assets or similar transaction (any of which transactions described in this clause (ii) shall also require the prior written consent of the Manager Member); PROVIDEDprovided, HOWEVERhowever, (iW) it is understood and agreed that, in connection with the operation of the business of AMG and the Manager Member (including, without limitation, the financing of its interest herein and direct or indirect interests in additional investment management companies), the Manager Member's ’s interest in the LLC will may be pledged and encumbered and lien holders of the Manager Member's ’s interest shall have and be able to exercise the rights of secured creditors with respect to such interest, (iiX) the Manager Member may sell Transfer some (but not a majority) of its LLC Interests to a Person who is not a Member but who is an Officer or employee of the LLC (or any Controlled Affiliate thereof) or who becomes an Officer or employee of the LLC in connection with such issuance, (or any Controlled Affiliate thereof) or a Person wholly majority owned by any such Person, (iiiY) the Manager Member may sell Transfer some (but not a majority) of its LLC Interests to existing Non-Manager Members, and (ivZ) the Manager Member may sell Transfer all or any portion of its LLC Interests to an Affiliate of the Manager MemberMember (and any such Affiliate shall thereafter be bound by the provisions of this Agreement). Notwithstanding anything else set forth herein, the Manager Member may, with a Majority Votethe approval of the Management Committee, Transfer all its interests in the LLC in a single transaction or a series of related transactions, and, in any such case, each of the Non-Manager Members shall be required to Transfer, in the same transaction or transactions, all their interests in the LLC, provided that the price to be received by all the Members shall be allocated among the Members in the same manner as follows: (a) an amount equal the purchase price would have been distributed pursuant to the sum Section 4.4 following a sale of all or a substantial portion of the positive balances, if any, in positive Capital Accounts shall be assets of the LLC and its Controlled Affiliates (with any net gain or loss from such transaction first having been allocated among the Members having such Capital Accounts in proportion to such positive balances, and (b) the excess, if any, shall be allocated among all Members in accordance with their respective number of LLC Points at the time of such sale. Upon any of the foregoing transactionsSection 4.2(e) or 4.2(f), the Manager Member shall make the appropriate revisions to SCHEDULE A heretoas applicable). (b) In the case of a Transfer upon foreclosure, foreclosure pursuant to proviso (W) of Section 6.1(a)(i) above6.1(a), each Transferee transferee shall sign a counterpart signature page to this Agreement agreeing thereby to become either a Non-Manager Member or a the Manager Member (provided, however, that once one such other Transferee transferee elects to become a the Manager Member, no Transferee transferee (other than a subsequent Transferee transferee of such new Manager Member) may elect to be a Manager Member hereunder. If the Transferee transferees pursuant to proviso (W) of Section 6.1(a)(i6.1(a) above receives receive all of the Manager Members Member’s LLC Interests, Interests and none of such Transferees transferees elects to become a the Manager Member, then the Manager Member shall be deemed to have withdrawn from the LLC. If, however, one of the Transferees transferees elects to become a the Manager Member and executes a counterpart signature page to this Agreement agreeing thereby to become a the Manager Member, then notwithstanding any other provision hereof to the contrary, the old Manager Member shall thereupon be permitted to withdraw from the LLC as Manager Member. (c) In the case of a Transfer pursuant to the penultimate sentence proviso (Z) of Section 6.1(a) above), the old Manager Member shall be deemed to have withdrawn, withdrawn and its transferee shall be deemed to have become the new Manager MemberMember hereunder.

TRANSFERABILITY OF INTEREST. (a) Except as set forth in this Section 6.1, without the prior written approval of the Management Committee, (i) none of the Manager MemberAMG's direct or indirect interest in the LLC (including, without limitation, any interest which has been Transferred to the Manager Member) may be TransferredTransferred (other than as a result of any merger, consolidation, leveraged recapitalization, sale of all or substantially all of its assets or similar transaction of AMG (regardless of how structured), which shall in no event be subject to the restrictions set forth in this Section 6.1 or require the consent of the Management Committee or any Member of the LLC) and (ii) the LLC may not undergo any merger, consolidation, conversion, leveraged recapitalization, sale of all or substantially all of its assets or similar transaction (any of which transactions described in this clause (ii) shall also require the prior written consent of the Manager Member granted after the Effective Time); PROVIDED, HOWEVER, (iA) it is understood and agreed that, in connection with the operation of the business of AMG and the Manager Member (including, without limitation, the financing of its interest herein and direct or indirect interests in additional investment management companies), the Manager MemberAMG's interest direct or indirect interests in the LLC will may be pledged and encumbered and lien holders of the Manager MemberAMG's interest interests shall have and be able to exercise the rights of secured creditors with respect to such interestinterests, (iiB) AMG may, with the Manager Member may sell prior written approval of the Management Committee (such approval not to be unreasonably withheld), Transfer some (but not a majority) of its LLC Interests Points to a Person who is not a Member but who is an Officer or employee of the LLC (or any Controlled Affiliate thereof) or who becomes an Officer or employee of the LLC in connection with such issuance, (or any Controlled Affiliate thereof) or a Person wholly majority owned by any such Person, (iiiC) AMG may, with the Manager Member may sell prior written approval of the Management Committee (such approval not to be unreasonably withheld), Transfer some (but not a majority) of its LLC Interests Points to existing Non-Manager Members, and (ivD) the Manager Member AMG may sell Transfer all or any portion of its LLC Interests to an Affiliate other direct or indirect wholly-owned subsidiaries of AMG (which shall thereafter be subject to the provisions of this Agreement applicable to the Manager Member). Notwithstanding anything else set forth herein, the Manager Member AMG may, with a Majority Votethe prior written approval of the Management Committee, Transfer all of its direct and indirect interests in the LLC to a bona fide third party purchaser in a single transaction or a series of related transactionstransactions (whether structured as an equity sale, a merger, a consolidation or otherwise), and, in any such case, each of the Non-Manager Members shall be required to Transfer, in the same transaction or transactions, all their interests in the LLCLLC (and to enter into such customary documentation in connection therewith as is entered into by AMG); PROVIDED, provided however, that the aggregate purchase price (including all forms of consideration, including without limitation amounts to be received in the form of equity participation rights) to be received by all the Members (other than bona fide compensation for future services to be performed following such transaction by any Member) shall be allocated among the Members in the same manner as follows: (a) an amount equal the purchase price would have been distributed pursuant to the sum Section 4.4 following a sale of all or substantially all of the positive balances, if any, in positive Capital Accounts shall be assets of the LLC and its Controlled Affiliates and the WY LLC and its Controlled Affiliates (with any net gain or loss from such transaction first having been allocated among the Members having such Capital Accounts in proportion to such positive balances, and (b) the excess, if any, shall be allocated among all Members in accordance with their respective number Section 4.2(e) or 4.2(f) as applicable). Until the earlier to occur of LLC Points at (i) the date of the consummation of the Subsequent Purchase pursuant to Section 12 of the Purchase Agreement or (ii) such time as it has become objectively determinable that AMG will not be required to consummate the Subsequent Purchase pursuant to Section 12 of such salethe Purchase Agreement, any transaction requiring the prior written approval of the Management Committee under this Section 6.1(a) shall also require the prior written approval of FAID (other than a Transfer by AMG described in clause (B) of the proviso to the first paragraph of this Section 6.1(a), which shall not require the approval of FAID). Upon any of the foregoing transactions, the Manager Member shall make the appropriate revisions to SCHEDULE A hereto. (b) In the case of a Transfer upon foreclosure, foreclosure pursuant to a pledge of or lien on AMG's direct or indirect interest in the LLC pursuant to Section 6.1(a)(i) above6.1(a)(A), each Transferee transferee shall sign a counterpart signature page to this Agreement agreeing thereby to become either a Non-Manager Member or a the Manager Member (provided, however, that once one such other Transferee transferee elects to become a the Manager Member, no Transferee transferee (other than a subsequent Transferee transferee of such new Manager Member) may elect to be a Manager Member hereunder. If the Transferee transferees pursuant to Section 6.1(a)(i6.1(a)(A) above receives receive all of the Manager Members Member's LLC Interests, Interests and none of such Transferees transferees elects to become a the Manager Member, then the Manager Member shall be deemed to have withdrawn from the LLC. If, however, one of the Transferees transferees elects to become a the Manager Member and executes a counterpart signature page to this Agreement agreeing thereby to become a the Manager Member, then notwithstanding any other provision hereof to the contrary, the old Manager Member shall thereupon be permitted to withdraw from the LLC as Manager Member. (c) In the case of a Transfer pursuant to the penultimate sentence second paragraph of Section 6.1(a) above), the old Manager Member shall be deemed to have withdrawn, withdrawn and its transferee shall be deemed to have become the new Manager MemberMember hereunder.