Common use of Assignability of Units Clause in Contracts

Assignability of Units. (i) A Member may assign the whole or any part of its Units or other interests in the Company to an Affiliate in such Member's sole discretion and without the prior consent of the Board of Directors. Any such assignment shall, nevertheless, not entitle the assignee to become a Substitute Member or to be entitled to exercise or receive any of the rights, powers or benefits of a Member, other than the right to receive distributions, to which the assigning Member would be entitled, unless the assigning Member designates, in a written instrument, its assignee to become a Substitute Member. Such written instrument or Substitute Member designation does not require the approval or prior consent of the Board. (ii) No Member may assign the whole or any part of its Units or other interests in the Company to any Person who is not an Affiliate without the prior consent of the Board, which consent may be given or withheld in the sole and absolute discretion of the Board. If the prior consent of the Board is obtained for any such assignment, such assignment shall, nevertheless, not entitle the assignee to become a Substitute Member or to be entitled to exercise or receive any of the rights, powers or benefits of a Member, other than the right to receive distributions to which the assigning Member would be entitled, unless the assigning Member designates, in a written instrument delivered to the Board or otherwise to the satisfaction of the Board, its assignee to become a Substitute Member and the Board, in its sole and absolute discretion, consents to the admission of such assignee as a Member; and provided further, that such assignee shall not become a Substitute Member without having first executed an instrument reasonably satisfactory to the Board accepting and agreeing to the terms and conditions of this Agreement, including a counterpart signature page to this Agreement, and without having paid to the Company a fee sufficient to cover all reasonable expenses of the Company in connection with such assignee's admission as a Substitute Member. If a Member assigns all of its interest in the Company and the assignee of such interest is entitled to become a Substitute Member pursuant to this Section 13.1, then unless otherwise agreed, such assignee shall be admitted to the Company effective immediately prior to the effective date of the assignment, and, immediately following such admission, the assigning Member shall cease to be a Member of the Company.

Assignability of Units. (i) A Member may assign the whole or any part of its Units or other interests in the Company to an Affiliate in such Member's ’s sole discretion and without the prior consent of the Board of DirectorsBoard. Any such assignment shall, nevertheless, not entitle the assignee to become a Substitute Member or to be entitled to exercise or receive any of the rights, powers or benefits of a Member, other than the right to receive distributions, to which the assigning Member would be entitled, unless the assigning Member designates, in a written instrument, its assignee to become a Substitute Member. Such written instrument or Substitute Member designation does not require the approval or prior consent of the Board. (ii) No Member may assign the whole or any part of its Units or other interests in the Company to any Person who is not an Affiliate without the prior consent of the Board, which consent may be given or withheld in the sole and absolute discretion of the Board. If the prior consent of the Board is obtained for any such assignment, such assignment shall, nevertheless, not entitle the assignee to become a Substitute Member or to be entitled to exercise or receive any of the rights, powers or benefits of a Member, other than the right to receive distributions to which the assigning Member would be entitled, unless the assigning Member designates, in a written instrument delivered to the Board or otherwise to the satisfaction of the Board, its assignee to become a Substitute Member and the Board, in its sole and absolute discretion, consents to the admission of such assignee as a Member; and provided further, that such assignee shall not become a Substitute Member without having first executed an instrument reasonably satisfactory to the Board accepting and agreeing to the terms and conditions of this Agreement, including a counterpart signature page to this Agreement, and without having paid to the Company a fee sufficient to cover all reasonable expenses of the Company in connection with such assignee's ’s admission as a Substitute Member. A Substitute Member shall be bound by this Agreement whether or not such Substitute Member executes this Agreement. If a Member assigns all of its interest in the Company and the assignee of such interest is entitled to become a Substitute Member pursuant to this Section 13.1, then unless otherwise agreed, such assignee shall be admitted to the Company effective immediately prior to the effective date of the assignment, and, immediately following such admission, the assigning Member shall cease to be a Member of the Company.

Assignability of Units. (i) A Member may assign the whole or any part of its Units or other interests in the Company to an Affiliate in such Member's sole discretion and without the prior consent of the Board of Directors. Any such assignment shall, nevertheless, not entitle the assignee to become a Substitute Member or to be entitled to exercise or receive any of the rights, powers or benefits of a Member, other than the right to receive distributions, to which the assigning Member would be entitled, unless the assigning Member designates, in a written instrument, its assignee to become a Substitute Member. Such written instrument or Substitute Member designation does not require the approval or prior consent of the Board. (ii) No Member may assign the whole or any part of its Units or other interests in the Company to any Person who is not an Affiliate without the prior written consent of the Boardeach other Member, which consent may be given or withheld in the sole and absolute discretion of the Boardeach such other Member. If the prior written consent of all of the Board other Members is obtained for any such assignment, such assignment shall, nevertheless, not entitle the assignee to become a Substitute Member or to be entitled to exercise or receive any of the rights, powers or benefits of a Member, Member other than the right to receive distributions to which the assigning Member would be entitled, unless the assigning Member designates, in a written instrument delivered to the Board or otherwise to the satisfaction of the Boardother Members, its assignee to become a Substitute Member and all of the Boardother Members, in its their sole and absolute discretion, consents consent to the admission of such assignee as a Member; and provided further, that such assignee shall not become a Substitute Member without having first executed an instrument reasonably satisfactory to the Board other Members accepting and agreeing to the terms and conditions of this Agreement, including a counterpart signature page to this Agreement, and without having paid to the Company a fee sufficient to cover all reasonable expenses of the Company in connection with such assignee's ’s admission as a Substitute Member. If a Member assigns all of its interest in the Company and the assignee of such interest is entitled to become a Substitute Member pursuant to this Section 13.1, then unless otherwise agreed, such assignee shall be admitted to the Company effective immediately prior to the effective date of the assignment, and, immediately following such admission, the assigning Member shall cease to be a Member member of the Company. In such event, the Company shall not dissolve if the business of the Company is continued without dissolution in accordance with Section 14.2 hereof.

Assignability of Units. (i) A XIII.1.1 No Member may assign the whole or any part of its Units or other interests in the Company to an Affiliate in such Member's sole discretion and without the prior consent approval of the Board Managers, which approval and favorable vote may be given or withheld in the sole and absolute discretion of Directorsthe Managers. Any If the required approval and favorable vote is obtained for any such assignment, such assignment shall, nevertheless, not entitle the assignee Assignee to become a Substitute Member or to be entitled to exercise or receive any of the rights, powers or benefits of a Member, other than the right to receive distributions, to which the assigning Member would be entitled, unless the assigning Member designates, in a written instrument, its assignee to become a Substitute Member. Such written instrument or Substitute Member designation does not require the approval or prior consent of the Board. (ii) No Member may assign the whole or any part of its Units or other interests in the Company to any Person who is not an Affiliate without the prior consent of the Board, which consent may be given or withheld in the sole and absolute discretion of the Board. If the prior consent of the Board is obtained for any such assignment, such assignment shall, nevertheless, not entitle the assignee to become a Substitute Member or to be entitled to exercise or receive any of the rights, powers or benefits of a Member, other than the right to receive distributions to which the assigning Member would be entitled, unless the assigning Member designates, in a written instrument delivered to the Board or otherwise to the satisfaction of the BoardManagers, its assignee Assignee to become a Substitute Member and such designation is approved by the BoardManagers, which approval and favorable vote may be given or withheld in its the sole and absolute discretion, consents to discretion of the admission of such assignee as a MemberManagers; and provided further, that such assignee Assignee shall not become a Substitute Member without having first executed an instrument reasonably satisfactory to the Board Managers accepting and agreeing to the terms and conditions of this Agreement, including a counterpart signature page to this Agreement, and without having paid to the Company a fee sufficient to cover all reasonable expenses of the Company in connection with such assigneeAssignee's admission as a Substitute Member. If a Member assigns all of its interest in the Company and the assignee Assignee of such interest is entitled to become a Substitute Member pursuant to this Section 13.1, then unless otherwise agreedSection, such assignee Assignee shall be admitted to the Company effective immediately prior to the effective date of the assignment, and, immediately following such admission, the assigning Member shall cease to be a Member member of the Company. XIII.1.2 Notwithstanding anything to the contrary herein, (i) the Managers shall not cause or permit Units to become traded on an established securities market and (ii) the Managers shall withhold their consent to any Transfer that, to the Managers' knowledge after reasonable inquiry, would otherwise be accomplished by a trade on a secondary market (or the substantial equivalent thereof). For purposes of this subsection the terms "traded on an established securities market" and "secondary market (or the substantial equivalent thereof)" shall have the meanings set forth in Sections 469(k)(2) and 7704 of the Code and any regulations promulgated thereunder that are in effect at the time of the proposed Transfer.

Assignability of Units. (i) A Member may assign Each Unitholder expressly agrees that it will not assign, transfer or dispose of, by gift or otherwise, any of its Units or any part or all of its right, title and interest in the whole capital or profits of the Trust in violation of any applicable federal or state securities laws or, except by involuntary operation of law, without giving written notice to the Managing Owner. No assignment, transfer or disposition by an assignee of Units or of any part of its Units or other interests right, title and interest in the Company to an Affiliate in such Member's sole discretion and without the prior consent capital or profits of the Board of Directors. Any such assignment shallTrust shall be effective against the Trust, nevertheless, not entitle the assignee to become a Substitute Member Trustee or to be entitled to exercise or receive any the Managing Owner until the Managing Owner has received the written notice of the rights, powers or benefits assignment; the Managing Owner shall not be required to give any assignee any rights hereunder prior to receipt of a Member, other than the right to receive distributions, to which the assigning Member would be entitled, unless the assigning Member designates, in a written instrument, its assignee to become a Substitute Membersuch notice. Such written instrument or Substitute Member designation does not require the approval or prior consent of the Board. (ii) No Member may assign the whole or any part of its Units or other interests in the Company to any Person who is not an Affiliate without the prior consent of the Board, which consent may be given or withheld in the sole and absolute discretion of the Board. If the prior consent of the Board is obtained for any such assignment, such assignment shall, nevertheless, not entitle the assignee to become a Substitute Member or to be entitled to exercise or receive any of the rights, powers or benefits of a Member, other than the right to receive distributions to which the assigning Member would be entitled, unless the assigning Member designates, in a written instrument delivered to the Board or otherwise to the satisfaction of the Board, its assignee to become a Substitute Member and the BoardThe Managing Owner may, in its sole and absolute discretion, consents waive any such notice. No such assignee, except with the consent of the Managing Owner, may become a substituted Unitholder, nor will the estate or any beneficiary of a deceased Unitholder or assignee have any right to redeem Units from the Trust except by redemption as provided in Section 12 hereof. The Managing Owner’s consent is required for the admission of a substituted Unitholder, and the Managing Owner intends to so consent; provided, that the Managing Owner and the Trust receive an opinion of counsel to the Managing Owner and of counsel to the Trust that such assignee admission will not adversely affect the classification of the Trust as a Memberpartnership for federal income tax purposes; and provided further, that such an assignee shall not become a Substitute Member substituted Unitholder without first having first executed an instrument reasonably satisfactory to the Board Managing Owner accepting and agreeing to adopting the terms and conditions provisions of this AgreementDeclaration and Agreement of Trust, including a Subscription Agreement and Power of Attorney Signature Page, a counterpart signature page to this AgreementDeclaration and Agreement of Trust or other comparable document, and without having paid to the Company Trust a fee sufficient to cover all reasonable expenses of the Company Trust in connection with such assignee's its admission as a Substitute Membersubstituted Unitholder. Each Unitholder agrees that with the consent of the Managing Owner any assignee may become a substituted Unitholder without need of the further act or approval of any Unitholder. If a Member assigns all of its interest in the Company and the Managing Owner withholds consent, an assignee of such interest is entitled to shall not become a Substitute Member pursuant to this Section 13.1substituted Unitholder, then unless otherwise agreedand shall not have any of the rights of a Unitholder, such except that the assignee shall be admitted entitled to receive that share of capital and profits and shall have that right of redemption to which its assignor would otherwise have been entitled. No assignment, transfer or disposition of Units shall be effective against the Company effective immediately prior to Trust or the effective date Managing Owner until the last day of the month in which the Managing Owner receives notice of such assignment, and, immediately following such admission, the assigning Member shall cease to be a Member of the Companytransfer or disposition.

Assignability of Units. (i) A 13.1.1 No Member may assign the whole or any part of its Units or other interests in the Company to an Affiliate in such Member's sole discretion and without the prior consent approval of the Board Managers and a Majority Vote of Directorsall Members other than the assigning Member, which approval and favorable vote may be given or withheld in the sole and absolute discretion of the Managers and each such other Member. Any If the required approval and favorable vote is obtained for any such assignment, such assignment shall, nevertheless, not entitle the assignee Assignee to become a Substitute Member or to be entitled to exercise or receive any of the rights, powers or benefits of a Member, other than the right to receive distributions, to which the assigning Member would be entitled, unless the assigning Member designates, in a written instrument, its assignee to become a Substitute Member. Such written instrument or Substitute Member designation does not require the approval or prior consent of the Board. (ii) No Member may assign the whole or any part of its Units or other interests in the Company to any Person who is not an Affiliate without the prior consent of the Board, which consent may be given or withheld in the sole and absolute discretion of the Board. If the prior consent of the Board is obtained for any such assignment, such assignment shall, nevertheless, not entitle the assignee to become a Substitute Member or to be entitled to exercise or receive any of the rights, powers or benefits of a Member, other than the right to receive distributions to which the assigning Member would be entitled, unless the assigning Member designates, in a written instrument delivered to the Board or otherwise to the satisfaction of the Boardother Members, its assignee Assignee to become a Substitute Member and such designation is approved by the BoardManagers and a Majority Vote of all Members other than the Assignee, which approval and favorable vote may be given or withheld in its the sole and absolute discretion, consents to discretion of the admission of Managers and each such assignee as a other Member; and provided further, that such assignee Assignee shall not become a Substitute Member without having first executed an instrument reasonably satisfactory to the Board other Members accepting and agreeing to the terms and conditions of this Agreement, including a counterpart signature page to this Agreement, and without having paid to the Company a fee sufficient to cover all reasonable expenses of the Company in connection with such assigneeAssignee's admission as a Substitute Member. If a Member assigns all of its interest in the Company and the assignee Assignee of such interest is entitled to become a Substitute Member pursuant to this Section 13.1, then unless otherwise agreedSection, such assignee Assignee shall be admitted to the Company effective immediately prior to the effective date of the assignment, and, immediately following such admission, the assigning Member shall cease to be a Member member of the Company. In such event, the Company shall not dissolve if the business of the Company is continued without dissolution in accordance with Section 14.2(iii) hereof. 13.1.2 Notwithstanding anything to the contrary herein, (i) the Managers shall not cause or permit Units to become traded on an established securities market and (ii) the Managers shall withhold their consent to any Transfer that, to the Managers' knowledge after reasonable inquiry, would otherwise be accomplished by a trade on a secondary market (or the substantial equivalent thereof). For purposes of this subsection the terms "traded on an established securities market" and "secondary market (or the substantial equivalent thereof)" shall have the meanings set forth in Sections 469(k)(2) and 7704 of the Code and any regulations promulgated thereunder that are in effect at the time of the proposed Transfer.

Assignability of Units. (i) A Member may assign Each Unitholder expressly agrees that it will not assign, transfer or dispose of, by gift or otherwise, any of its Units or any part or all of its right, title and interest in the whole capital or profits of the Trust in violation of any applicable federal or state securities laws or, except by involuntary operation of law, without giving written notice to the Managing Owner. No assignment, transfer or disposition by an assignee of Units or of any part of its Units or other interests right, title and interest in the Company to an Affiliate in such Member's sole discretion and without the prior consent capital or profits of the Board of Directors. Any such assignment shallTrust shall be effective against the Trust, nevertheless, not entitle the assignee to become a Substitute Member Trustee or to be entitled to exercise or receive any the Managing Owner until the Managing Owner has received the written notice of the rights, powers or benefits assignment; the Managing Owner shall not be required to give any assignee any rights hereunder prior to receipt of a Member, other than the right to receive distributions, to which the assigning Member would be entitled, unless the assigning Member designates, in a written instrument, its assignee to become a Substitute Membersuch notice. Such written instrument or Substitute Member designation does not require the approval or prior consent of the Board. (ii) No Member may assign the whole or any part of its Units or other interests in the Company to any Person who is not an Affiliate without the prior consent of the Board, which consent may be given or withheld in the sole and absolute discretion of the Board. If the prior consent of the Board is obtained for any such assignment, such assignment shall, nevertheless, not entitle the assignee to become a Substitute Member or to be entitled to exercise or receive any of the rights, powers or benefits of a Member, other than the right to receive distributions to which the assigning Member would be entitled, unless the assigning Member designates, in a written instrument delivered to the Board or otherwise to the satisfaction of the Board, its assignee to become a Substitute Member and the BoardThe Managing Owner may, in its sole and absolute discretion, consents waive any such notice. No such assignee, except with the consent of the Managing Owner, may become a substituted Unitholder, nor will the estate or any beneficiary of a deceased Unitholder or assignee have any right to redeem Units from the Trust except by redemption as provided in Section 13 hereof. The Managing Owner’s consent is required for the admission of a substituted Unitholder, and the Managing Owner intends to so consent; provided, that the Managing Owner and the Trust receive an opinion of counsel to the Managing Owner and of counsel to the Trust that such assignee admission will not adversely affect the classification of the Trust as a Memberpartnership for federal income tax purposes; and provided further, that such an assignee shall not become a Substitute Member substituted Unitholder without first having first executed an instrument reasonably satisfactory to the Board Managing Owner accepting and agreeing to adopting the terms and conditions provisions of this AgreementDeclaration and Agreement of Trust, including a Subscription Agreement and Power of Attorney Signature Page, a counterpart signature page to this AgreementDeclaration and Agreement of Trust or other comparable document, and without having paid to the Company Trust a fee sufficient to cover all reasonable expenses of the Company Trust in connection with such assignee's its admission as a Substitute Membersubstituted Unitholder. Each Unitholder agrees that with the consent of the Managing Owner any assignee may become a substituted Unitholder without need of the further act or approval of any Unitholder. If a Member assigns all of its interest in the Company and the Managing Owner withholds consent, an assignee of such interest is entitled to shall not become a Substitute Member pursuant to this Section 13.1substituted Unitholder, then unless otherwise agreedand shall not have any of the rights of a Unitholder, such except that the assignee shall be admitted entitled to receive that share of capital and profits and shall have that right of redemption to which its assignor would otherwise have been entitled. No assignment, transfer or disposition of Units shall be effective against the Company effective immediately prior to Trust or the effective date Managing Owner until the last day of the month in which the Managing Owner receives notice of such assignment, and, immediately following such admission, the assigning Member shall cease to be a Member of the Companytransfer or disposition.

Assignability of Units. (i) A Member may assign the whole or any part of its Units or other interests in the Company to an Affiliate in such Member's ’s sole discretion and without the prior consent of the Board of Directors. Any such assignment shall, nevertheless, not entitle the assignee to become a Substitute Member or to be entitled to exercise or receive any of the rights, powers or benefits of a Member, other than the right to receive distributions, to which the assigning Member would be entitled, unless the assigning Member designates, in a written instrument, its assignee to become a Substitute Member. Such written instrument or Substitute Member designation does not require the approval or prior consent of the Board. (ii) No Member may assign the whole or any part of its Units or other interests in the Company to any Person who is not an Affiliate without the prior consent of the Board, which consent may be given or withheld in the sole and absolute discretion of the Board. If the prior consent of the Board is obtained for any such assignment, such assignment shall, nevertheless, not entitle the assignee to become a Substitute Member or to be entitled to exercise or receive any of the rights, powers or benefits of a Member, other than the right to receive distributions to which the assigning Member would be entitled, unless the assigning Member designates, in a written instrument delivered to the Board or otherwise to the satisfaction of the Board, its assignee to become a Substitute Member and the Board, in its sole and absolute discretion, consents to the admission of such assignee as a Member; and provided further, that such assignee shall not become a Substitute Member without having first executed an instrument reasonably satisfactory to the Board accepting and agreeing to the terms and conditions of this Agreement, including a counterpart signature page to this Agreement, and without having paid to the Company a fee sufficient to cover all reasonable expenses of the Company in connection with such assignee's ’s admission as a Substitute Member. If a Member assigns all of its interest in the Company and the assignee of such interest is entitled to become a Substitute Member pursuant to this Section 13.1, then unless otherwise agreed, such assignee shall be admitted to the Company effective immediately prior to the effective date of the assignment, and, immediately following such admission, the assigning Member shall cease to be a Member of the Company.