Common use of Assignability of Interest Clause in Contracts

Assignability of Interest. Without a Majority Vote, neither the General Partner's interest in the Partnership nor the stock of the General Partner may be sold or transferred; provided, however, (i) it is understood and agreed that, in connection with the operation of the business of AMG (including, without limitation, the financing of direct or indirect investments in additional investment management companies), the General Partner's interest in the Partnership and the stock of the General Partner may be pledged or encumbered pursuant to a bona fide pledge or encumbrance and under such circumstances, lien holders shall have and be able to exercise the rights of secured creditors with respect to such interest, (ii) the General Partner may sell some (but not all or substantially all) of its Partnership Interests to a person or entity who is not a Partner but who is an Officer of the Partnership or who becomes an Officer in connection with such issuance, or an entity wholly owned by any such person, and (iii) the General Partner may sell some (but not all or substantially all) of its Partnership Interests to existing Limited Partners. Notwithstanding anything else set forth herein, the General Partner may, with a Majority Vote, sell all its interests in the Partnership in a single transaction or a series of related transactions, and, in any such case, each of the Limited Partners of the Partnership shall be required to sell, in the same transaction or transactions, all their interest in the Partnership; provided, that the price to be received by all the Partners shall be allocated among the Partners as follows: (a) an amount equal to the sum of the positive balances, if any, in positive Capital Accounts shall be allocated among the Partners having such Capital Accounts in proportion to such positive balances, and (b) the excess, if any, shall be allocated among all Partners in accordance with their respective number of Partnership Points at the time of such sale.

Assignability of Interest. Without a Majority Vote(a) Except as set forth in this Section 6.1, neither without the General Partner's interest in the Partnership nor the stock approval of the General Partner Management Board, none of the LLC Interests of AMG or its Affiliates may be sold or transferredTransferred; provided, however, (i) it is understood and agreed that, in connection with the operation of the business businesses of AMG and the Manager Member (including, without limitation, the financing of its LLC Interests and direct or indirect investments interests in additional investment management companies), the General Partner's interest in the Partnership LLC Interests of AMG and the stock of the General Partner may its Affiliates will be pledged or encumbered pursuant to a bona fide pledge or encumbrance and under encumbered, and holders of liens on such circumstancesLLC Interests shall have, lien holders shall have and be able to exercise exercise, the rights of secured creditors with respect to such interestLLC Interests, (ii) the General Partner AMG and its Affiliates may sell some (but not all or substantially alla majority) of its Partnership their LLC Interests to a person or entity Person who is not a Partner Member but who is an Officer or employee of the Partnership LLC or who becomes an Officer or employee of the LLC in connection with such issuance, or an entity a Person wholly owned by any such personPerson, and (iii) the General Partner AMG and its Affiliates may sell some (but not all or substantially alla majority) of its Partnership their LLC Interests to existing Limited PartnersNon-Manager Members, and (iv) AMG and its Affiliates may sell all or any portion of their LLC Interests to AMG or any Controlled Affiliate of AMG, which shall thereafter be subject to the provisions contained herein with respect to the Manager Member or AMG; provided, however, that without the approval of the Management Board there shall be only one Manager Member. Notwithstanding anything else set forth herein, the General Partner Manager Member may, with a Majority Votethe approval of the Management Board, sell all its interests in the Partnership LLC Interests in a single transaction or a series of related transactions, and, in any such case, each of the Limited Partners of the Partnership Non-Manager Members shall be required to sell, in the same transaction or transactions, all their interest in the PartnershipLLC Interests; provided, that the price to be received by all the Partners Members shall be allocated among the Partners Members as follows: : (a) an amount equal to the sum of the positive balances, if any, in positive of the Capital Accounts shall be allocated among the Partners Members having such Capital Accounts in proportion to such positive balances, and (b) the excess, if any, shall be allocated among all Partners Members in accordance with their respective number of Partnership 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. Solely for purposes of the foregoing sentence, Clarx xxxll, for as long as he is a Member, be deemed to have a Capital Account equal to the sum of the Capital Accounts of the Original Principals multiplied by a fraction, the numerator of which is the number of LLC 50 55 Points held by him at the time of such transaction or transactions and the denominator of which is the total number of LLC Points then held by Original Principals and each other Original Principal shall be deemed to have a Capital Account, equal to his Capital Account multiplied by a fraction which is one (1) minus the fraction determined above with respect to Clarx. (b) In the case of any 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 Transferees pursuant to Section 6.1(a)(i) above receive all the Manager Member's LLC Interests, and none of such Transferees elects to become a Manager Member, then that shall be deemed to be an event of withdrawal by the Manager Member. 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.

Assignability of Interest. Without (a) Except as set forth in this Section 6.1, without a Majority Vote, neither Committee Vote the General PartnerManager Member's interest in the Partnership nor the stock of the General Partner LLC may not be sold or transferredTransferred; 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 investments interests in additional investment management companies), the General PartnerManager Member's interest in the Partnership LLC will be pledged and the stock encumbered and lien holders of the General Partner may be pledged or encumbered pursuant to a bona fide pledge or encumbrance and under such circumstances, lien holders Manager Member's interest shall have and be able to exercise the rights of secured creditors with respect to such interest, (ii) the General Partner Manager Member may sell Transfer some (but not all or substantially alla majority) of its Partnership LLC Interests to a person or entity Person who is not a Partner Member but who is an Officer or employee of the Partnership LLC or who becomes an Officer or employee of the LLC in connection with such issuance, or an entity a Person wholly owned by any such personPerson, and provided that such Transferee shall not become a Member unless the Management Committee has consented thereto, (iii) the General Partner Manager Member may sell some (but not all or substantially all) of its Partnership LLC Interests to existing Limited PartnersNon-Manager Members, and (iv) the Manager Member may sell all or any portion of its LLC Interests to an Affiliate of the Manager Member which shall thereafter be subject to the provisions contained herein with respect to the Manager Member. Notwithstanding anything else set forth herein, the General Partner Manager Member may, with a Majority Vote, sell or transfer as a result of a merger or consolidation all its interests in the Partnership LLC in a single transaction or a series of related transactions, and, in any such case, each of the Limited Partners of the Partnership Non-Manager Members shall be required to sellsell or transfer, in the same transaction or transactions, all their interest interests in the PartnershipLLC; provided, that the price to be received by all the Partners Members shall be allocated among the Partners 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 Partners Members having such Capital Accounts in proportion to such positive balances, and (b) the excess, if any, shall be allocated among all Partners Members in accordance with their respective number of Partnership 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 any 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 transferees pursuant to Section 6.1(a)(i) above receive all the Manager Member's LLC Interests, and none of such transferees elects to become a Manager Member, then that shall be deemed to be an event of withdrawal by the Manager Member. 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.

Assignability of Interest. Without a Majority Vote(a) Except as set forth in this Section 6.1, neither without the General Partner's interest in the Partnership nor the stock approval of the General Partner Management Board, the Manager Member's LLC Interests may not be sold or transferredTransferred; provided, however, (i) it is understood and agreed that, in connection with the operation of the business of AMG the Manager Member (including, without limitation, the financing of its LLC Interests and direct or indirect investments interests in additional investment management companies), the General PartnerManager Member's interest in the Partnership LLC Interests will be pledged and the stock encumbered, and lien holders of the General Partner may be pledged or encumbered pursuant to a bona fide pledge or encumbrance and under such circumstancesManager Member's LLC Interests shall have, lien holders shall have and be able to exercise exercise, the rights of secured creditors with respect to such interestLLC Interests, (ii) the General Partner Manager Member may sell some (but not all or substantially alla majority) of its Partnership LLC Interests to a person or entity Person who is not a Partner Member but who is an Officer or employee of the Partnership LLC or who becomes an Officer or employee of the LLC in connection with such issuance, or an entity a Person wholly owned by any such personPerson, and (iii) the General Partner Manager Member may sell some (but not all or substantially alla majority) of its Partnership LLC Interests to existing Limited PartnersNon-Manager Members, and (iv) the Manager Member may sell all or any portion of its LLC Interests to a wholly-owned Controlled Affiliate of the Manager Member. Notwithstanding anything else set forth herein, the General Partner Manager Member may, with a Majority Votethe approval of the Management Board, sell all its interests in the Partnership LLC Interests in a single transaction or a series of related transactions, and, in any such case, each of the Limited Partners of the Partnership Non-Manager Members shall be required to sell, in the same transaction or transactions, all their interest in the PartnershipLLC Interests; provided, that the price to be received by all the Partners Members shall be allocated among the Partners Members as follows: : (a) an amount equal to the sum of the positive balances, if any, in positive of the Capital Accounts shall be allocated among the Partners Members having such Capital Accounts in proportion to such positive balances, and (b) the excess, if any, shall be allocated among all Partners Members in accordance with their respective number of Partnership 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. Solely for purposes of the foregoing sentence, Clarx xxxll, for as long as he is a Member, be deemed to have a Capital Account equal to the sum of the Capital Accounts of the Original Principals multiplied by a 45 49 fraction, the numerator of which is the number of LLC Points held by him at the time of such transaction or transactions and the denominator of which is the total number of LLC Points then held by Original Principals and each other Original Principal shall be deemed to have a Capital Account, equal to his Capital Account multiplied by a fraction which is one (1) minus the fraction determined above with respect to Clarx. (b) In the case of any 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 Transferees pursuant to Section 6.1(a)(i) above receive all the Manager Member's LLC Interests, and none of such Transferees elects to become a Manager Member, then that shall be deemed to be an event of withdrawal by the Manager Member. 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.