Common use of Assignability of Interests Clause in Contracts

Assignability of Interests. (a) Except as otherwise provided in this Article 7, no LLC Interest of a Member may be sold, assigned, transferred, pledged, hypothecated, gifted, exchanged, optioned, liened or encumbered (each, a "Transfer") and no Transfer in violation of this Agreement shall be binding upon the LLC. (b) A Member may transfer all or any portion of its or his LLC Interest (i) to any one or more Permitted Transferees or Related Entities who agree to be bound by the terms and conditions of this Agreement, or (ii) upon obtaining the prior approval of the Board in accordance with Section 5.11 hereof, to any other Person who agrees to be bound by the terms and conditions of this Agreement; provided, however, that notwithstanding anything contained in this Agreement to the contrary, the transferring Member shall retain the right to vote with respect to LLC Interests Transferred unless (A) the transferee is WTI, WTC, Wilmington or an officer of the LLC, (B) the Transfer is pursuant to an Option Agreement, or (C) the transferee is approved by the Board as a Voting Member. (c) In addition to Transfers permitted under Section 7.1(b), certain Members, including Permitted Transferees of Principals, may exercise Puts in accordance with Section 7.2 and certain Members are required to make sales in accordance with Section 7.3, in accordance with the terms of such Sections. (d) Until December 31, 2003, Roxbury may grant options on LLC Interests it owns to employees of the LLC in Roxbury's sole and absolute discretion pursuant to a written Option Agreement if: (i) the aggregate exercise price to purchase the LLC Interests subject to the option is not less than the proportionate share of LLC Value represented by such LLC Interests determined on the date of the grant using a multiple of six in determining LLC Value; (ii) not more than one-third of the option shall vest before the end of the first year after grant, not more than two-thirds of the option shall vest before the end of the second year after grant, and not more than 100% of the option shall vest before the end of the third year after grant; (iii) the option does not become exercisable before the third anniversary of its date of grant (although an option may become exercisable prior to such third anniversary (A) in the event of death, Disability or Retirement of the option holder, (B) on termination of the employment of the option holder without Cause or (c) on resignation by the option holder for Good Reason); (iv) the option holder executes an employment contract in a form acceptable to the LLC at the time of, or prior to, the execution of the Option Agreement; (v) the option holder exercising the option must sign this Agreement as a condition of exercise; and (vi) the optionee makes representations and warranties to the LLC comparable to those contained in Section 13.5 on the date of grant of the option and on the date of each exercise thereof.

Assignability of Interests. (a) Except as otherwise specifically provided in this Article 7Agreement, no LLC Interest of a Employee Member may or its Reference Employee will be sold, assigned, transferred, pledged, hypothecated, gifted, exchanged, optioned, liened or encumbered (each, a "Transfer") and no Transfer required to involuntarily transfer any interest in violation of this Agreement shall be binding upon the LLC. , Capital Interest Percentage or Capital Commitment Percentage. Except as specifically provided by this Agreement, each Employee Member or its Reference Employee agrees that he, she, it will not directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate, or otherwise dispose of (b) A any of the foregoing acts being referred to here in as a “transfer”), any interest in the LLC, Carried Interest Percentage or Capital Commitment Percentage otherwise acquired and/or held by the Employee Member or its Reference Employee, at any time; provided however, that with the prior consent of the Managing Member, which may not be unreasonably withheld, the Employee Member or its Reference Employee may transfer all its interests in the LLC, Carried Interest Percentage or any portion Capital Commitment Percentage during such time pursuant to one of its or his LLC Interest the following exceptions: (i) the right of the Managing Member and/or the Company Controlled Member to repurchase or re-issue interests in the LLC, Carried Interest Percentage or Capital Commitment Percentage pursuant to the provisions of this Agreement; including, but not limited to, transfers to Employee Members or Reference Employees of interests which have been transferred to the Company Controlled Member pursuant to Article 6; (ii) a transfer upon death or Permanent Disability (as defined in the Stockholder’s Agreement) of the Employee Member or its Reference Employee or a transfer to the executors, administrators, testamentary trustees, legatees or beneficiaries of a person who has become a Employee Member or its Reference Employee in accordance with the terms of this Agreement; provided that it is expressly understood that any such transferee shall be bound by the provisions of this Agreement; (iii) a transfer made after the Effective Date in compliance with the federal securities laws to a trust of the Employee Member or its Reference Employee or to any one of the Family Members (as defined in the Stockholder’s Agreement) of such Employee Member, its Reference Employee or more Permitted Transferees or Related Entities who agree another beneficiary approved by the Managing Member in its sole discretion; provided that such transfer is made expressly subject to this Agreement and that the transferee agrees in writing to be bound by the terms and conditions hereof; (iv) a sale of this Agreementthe interests in the LLC pursuant to an effective registration statement filed under the Act by the LLC; or (v) transfers permitted by the Managing Member. (b) No transfer of any interests in the LLC, Carried Interest Percentage, or (ii) upon obtaining Capital Commitment Percentage in violation hereof shall be made or recorded on the prior approval books of the Board LLC and any such transfer shall be void ab initio and of no effect. No Assignment shall be binding upon the LLC until the Managing Member receives an executed copy of such Assignment, which shall be in accordance with Section 5.11 hereofform and substance satisfactory to the Managing Member, in its sole and absolute discretion. (c) The President shall have the opportunity to any other Person who agrees recommend to be bound by the terms and conditions Managing Member transfers of this AgreementClass B Limited LLC Interests from the Company Controlled Member to Employee Members; provided, however, that notwithstanding anything contained in this Agreement to the contrarycontrary herein, any transfer will be at the transferring Member shall retain the right to vote with respect to LLC Interests Transferred unless (A) the transferee is WTI, WTC, Wilmington or an officer sole discretion of the LLC, (B) the Transfer is pursuant to an Option Agreement, or (C) the transferee is approved by the Board as a Voting Managing Member. (c) In addition to Transfers permitted under Section 7.1(b), certain Members, including Permitted Transferees of Principals, may exercise Puts in accordance with Section 7.2 and certain Members are required to make sales in accordance with Section 7.3, in accordance with the terms of such Sections. (d) Until December 31, 2003, Roxbury may grant options on LLC Interests it owns to employees of the LLC in Roxbury's sole and absolute discretion pursuant to a written Option Agreement if: (i) the aggregate exercise price to purchase the LLC Interests subject to the option is not less than the proportionate share of LLC Value represented by such LLC Interests determined on the date of the grant using a multiple of six in determining LLC Value; (ii) not more than one-third of the option shall vest before the end of the first year after grant, not more than two-thirds of the option shall vest before the end of the second year after grant, and not more than 100% of the option shall vest before the end of the third year after grant; (iii) the option does not become exercisable before the third anniversary of its date of grant (although an option may become exercisable prior to such third anniversary (A) in the event of death, Disability or Retirement of the option holder, (B) on termination of the employment of the option holder without Cause or (c) on resignation by the option holder for Good Reason); (iv) the option holder executes an employment contract in a form acceptable to the LLC at the time of, or prior to, the execution of the Option Agreement; (v) the option holder exercising the option must sign this Agreement as a condition of exercise; and (vi) the optionee makes representations and warranties to the LLC comparable to those contained in Section 13.5 on the date of grant of the option and on the date of each exercise thereof.

Assignability of Interests. (a) Except as otherwise provided in this Article 7, no LLC Interest No interest of a Non-Manager Member in the LLC may be sold, assigned, transferred, pledged, hypothecated, gifted, gifted or exchanged, optioned, liened or encumbered nor may any Non-Manager Member offer to do any of them (each, a "Transfer") ), nor may any interest in any Non-Manager Member be Transferred, nor may any stockholder in any Non-Manager Member which is not an individual offer to do any of them, and no Transfer in violation by a Non-Manager Member or stockholder of this Agreement a Non-Manager Member shall be binding upon the LLC.LLC or any Non-Manager Member unless it is expressly permitted by this Article V and the Manager Member receives an executed copy of the documents effecting such Transfer, which shall be in form and substance reasonably satisfactory to the Manager Member. The assignee of such interest in the LLC may become a substitute Non-Manager Member only upon the terms and conditions set forth in Section 5.2. If an assignee or transferee of an interest of a Non-Manager Member in the LLC does not become (and until any such assignee or transferee becomes) a substitute Non-Manager Member, in accordance with the provisions of Section 5.2, such Person shall not be entitled to exercise or receive any of the rights, powers or benefits of a Non-Manager Member other than the right to receive distributions which the assigning Non-Manager Member has sold, transferred or assigned to such Person in compliance with this Section 5.1. No Non-Manager Member's interest in the LLC or, in the case of a Non-Manager Member which is not an individual, none of the direct and indirect interests of a beneficial owner of such Non-Manager Member, may be Transferred except: (a) with the prior written consent of the Manager Member, which consent may be granted or withheld by the Manager Member in its sole discretion except that the Manager Member may not unreasonably withhold its consent in the case of a Transfer of less than ten (10%) of the Initial LLC Points held by a Non-Manager Member to a bona fide charitable organization; (b) A upon the death of such beneficial owner, their interests in the LLC or in the Non-Manager Member may transfer be Transferred by will or the laws of descent and distribution (subject, in all cases, to the provisions of Section 3.11 hereof); and (c) a Non-Manager Member (and its beneficial owners) may Transfer interests in the LLC or in such Non-Manager Member to individuals described in clause (a) of the definition of such Non-Manager Member's Immediate Family (or trusts for their benefit and of which the beneficial owner is the settlor and/or trustee, provided that any portion such trust does not require or permit distribution of its such interests). provided, that in the case of (b) or his LLC Interest (c) above, (i) to any one or more Permitted Transferees or Related Entities who agree the transferee enters into an agreement with the LLC agreeing to be bound by the terms provisions hereof (and conditions if such transferee is or is becoming an employee of this the LLC and is not already a party to a Non Solicitation Agreement, or the transferee enters into a Non Solicitation Agreement), and (ii) upon obtaining whether or not the prior approval of transferee enters into such an agreement, such LLC Interests, and interests in such Non-Manager Member, shall thereafter remain subject to this Agreement (and, if applicable, the Board in accordance with Section 5.11 hereofrelevant Non Solicitation Agreement) to the same extent they would be if held by such Non-Manager Member or beneficial owner, to any other Person who agrees to be bound by the terms and conditions of this Agreementas applicable; provided, however, that notwithstanding anything contained the provisions of Sections 3.8, 3.9 and 3.10 will not apply unless such Transferee is or is becoming an employee of the LLC or any of its Controlled Affiliates or is a Controlled Affiliate of any such employee. Notwithstanding the foregoing, no Non-Manager Member's interest in this Agreement the LLC may be Transferred if, giving effect to the contrarysuch Transfer, the transferring Member shall retain total number of Members of the right to vote LLC would exceed one hundred (100) (as determined in accordance with respect to LLC Interests Transferred unless Treasury Regulation Section 1.7704-1(h)(3), which provides, in general, that under certain circumstances a Person owning an interest in (A) the transferee is WTI, WTC, Wilmington or an officer of the LLC, (B) the Transfer is pursuant to an Option Agreement, or (C) the transferee is approved by the Board as a Voting Member. (c) In addition to Transfers permitted under Section 7.1(b), certain Members, including Permitted Transferees of Principals, may exercise Puts in accordance with Section 7.2 and certain Members are required to make sales in accordance with Section 7.3, in accordance with the terms of such Sections. (d) Until December 31, 2003, Roxbury may grant options on LLC Interests it owns to employees of the LLC in Roxbury's sole and absolute discretion pursuant to a written Option Agreement if: (i) the aggregate exercise price to purchase the LLC Interests subject to the option is not less than the proportionate share of LLC Value represented by such LLC Interests determined on the date of the grant using a multiple of six in determining LLC Value; (ii) not more than one-third of the option shall vest before the end of the first year after grant, not more than two-thirds of the option shall vest before the end of the second year after grant, and not more than 100% of the option shall vest before the end of the third year after grant; (iii) the option does not become exercisable before the third anniversary of its date of grant (although an option may become exercisable prior to such third anniversary (A) in the event of death, Disability or Retirement of the option holder, (B) on termination of the employment of the option holder without Cause or (c) on resignation by the option holder partnership for Good Reason); (iv) the option holder executes an employment contract in a form acceptable to the LLC at the time of, or prior to, the execution of the Option Agreement; (v) the option holder exercising the option must sign this Agreement as a condition of exercise; and (vi) the optionee makes representations and warranties to the LLC comparable to those contained in Section 13.5 on the date of grant of the option and on the date of each exercise thereof.federal income tax purposes,

Assignability of Interests. (a) Except as otherwise specifically provided in this Article 7XV, no LLC Member or other Interest Holder may assign the whole or any part of its Interests (including, without limitation, any direct or indirect assignment, whether by operation of law or otherwise, pursuant to a merger, consolidation or conversion involving an Interest Holder) without the prior written consent of (i) so long as no Event of Default has occurred and is continuing, the Members (which may include such assigning Member) owning a majority of the issued and outstanding Class A Common Membership Interests or (ii) upon the occurrence of an Event of Default, and during the continuation thereof, the Members (which may include such assigning Member) owning a majority of the issued and outstanding Class A Preferred Membership Interests and Class B Preferred Membership Interests, voting together as a single class, in either case which consent may be given or withheld in the sole discretion of each such Member. If the prior written consent of such Members is obtained for any such assignment, such assignment shall not entitle the assignee to become a Substitute Member or to exercise or receive any of the rights, powers or benefits of a Member may other than the right to receive distributions to which the assigning Member would be soldentitled, assignedunless the assigning Member designates, transferredin a written instrument delivered to the other Members, pledged, hypothecated, gifted, exchanged, optioned, liened or encumbered (each, its assignee to become a "Transfer") Substitute Member and no Transfer the admission of such assignee as a Member is consented to in violation of this Agreement shall be binding upon the LLC. (b) A Member may transfer all or any portion of its or his LLC Interest writing by (i) so long as no Event of Default has occurred and is continuing the Members (which may include such assigning Member) owning a majority of the issued and outstanding Class A Common Membership Interests or (ii) upon the occurrence of an Event of Default, and during the continuation thereof, the Members (which may include such assigning Member) owning a majority of the issued and outstanding Class A Preferred Membership Interests and Class B Preferred Membership Interests, voting together as a single class, in either case which consent may be given or withheld in the sole discretion of each such Member; and provided, further, that such assignee shall not become a Substitute Member without having first executed an instrument reasonably satisfactory to any one or more Permitted Transferees or Related Entities who agree the Board accepting and agreeing to be bound by the terms and conditions of this Agreement, or (ii) upon obtaining the prior approval of the Board in accordance with Section 5.11 hereof, to any other Person who agrees to which instrument may be bound by the terms and conditions a counterpart of this Agreement; provided, however, that notwithstanding anything contained in this Agreement and without having paid to the contrary, the transferring Member shall retain the right Company a fee sufficient to vote with respect to LLC Interests Transferred unless (A) the transferee is WTI, WTC, Wilmington or an officer cover all reasonable expenses of the LLC, (B) Company in connection with such assignee’s admission as a Substitute Member. If a Member assigns all of its interest in the Transfer Company and the assignee of such interest is entitled to become a Substitute Member pursuant to an Option Agreementthis Article XV, or (C) the transferee is approved by the Board as a Voting Member. (c) In addition to Transfers permitted under Section 7.1(b), certain Members, including Permitted Transferees of Principals, may exercise Puts in accordance with Section 7.2 and certain Members are required to make sales in accordance with Section 7.3, in accordance with the terms of such Sections. (d) Until December 31, 2003, Roxbury may grant options on LLC Interests it owns to employees of the LLC in Roxbury's sole and absolute discretion pursuant to a written Option Agreement if: (i) the aggregate exercise price to purchase the LLC Interests subject assignee shall be admitted to the option is not less than Company effective immediately prior to the proportionate share of LLC Value represented by such LLC Interests determined on the effective date of the grant using assignment, and, immediately following such admission, the assigning Member shall cease to be a multiple of six in determining LLC Value; (ii) not more than one-third member of the option shall vest before the end of the first year after grant, not more than two-thirds of the option shall vest before the end of the second year after grantCompany, and not more than 100% of the option Company shall vest before the end of the third year after grant; (iii) the option does not become exercisable before the third anniversary of its date of grant (although an option may become exercisable prior to such third anniversary (A) in the event of death, Disability or Retirement of the option holder, (B) on termination of the employment of the option holder continue without Cause or (c) on resignation by the option holder for Good Reason); (iv) the option holder executes an employment contract in a form acceptable to the LLC at the time of, or prior to, the execution of the Option Agreement; (v) the option holder exercising the option must sign this Agreement as a condition of exercise; and (vi) the optionee makes representations and warranties to the LLC comparable to those contained in Section 13.5 on the date of grant of the option and on the date of each exercise thereofdissolution.