Common use of Assignment by Members Clause in Contracts

Assignment by Members. (a) A Holder may not sell, assign, transfer, pledge, mortgage or otherwise dispose of all or any part of such Person’s Units or other interest in the Company unless the Managing Member shall have consented at its sole discretion to such transfer or assignment in writing, except for a transfer of all or any part of such interest (i) to such Person’s estate, heirs or beneficiaries upon such Person’s death, (ii) to any trust, partnership or other entity established for the sole benefit of such Person’s heirs or beneficiaries, or (iii) to any guardian or conservator appointed for such Person’s estate upon such Person’s disability. (b) Notwithstanding the foregoing, a Member may not Transfer its Units to an Affiliate of such Member without the consent of the Managing Member which consent shall not be unreasonably withheld in the case of a Transfer by a Member of all of its Units to an Affiliate of such Member; provided it shall be reasonable for the Managing Member to withhold its consent to a transfer to a direct or indirect competitor of the Company or its Affiliates. (c) As a condition to any transfer or assignment of a Holder’s Units (including a transfer not requiring the consent of the Managing Member), the transferor and the transferee shall provide such legal opinions and documentation as the Managing Member may request in its sole discretion. (d) Any substitute Member admitted to the Company with the consent of the Managing Member shall succeed to all rights and be subject to all the obligations of the transferring or assigning Member with respect to the Units to which such Member was substituted. The Managing Member or an authorized Officer may modify Schedule A attached hereto to reflect such admittance of any substitute Members. (e) The transferor and transferee of any Holder’s Units shall be jointly and severally obligated to reimburse the Managing Member and the Company for all reasonable expenses (including attorneys’ fees and expenses) of any transfer or proposed transfer of a Holder’s Units, whether or not consummated. (f) The transferee of any Holder’s Units shall be treated as having made all of the Capital Contributions made by, and received all of the distributions received by, the transferor of such Units. (g) Notwithstanding any other provision of this Agreement, no transfer of any Units in the Company shall be permitted if such transfer would (i) unless the Managing Member otherwise consents in its sole discretion, cause the Company to have more than 100 members, as determined for purposes of Treasury Regulation Section 1.7704-1(h), (ii) cause the Company to be treated as a publicly traded Company within the meaning of Code Section 7704 and Treasury Regulation Section 1.7704-1 or (iii) cause all or any portion of the assets of the Company to constitute “plan assets” under ERISA. (h) Any sale, assignment, transfer, pledge, mortgage or other disposition which violates this Section 10.1 shall be void and the purported buyer, assignee, transferee, pledgee, mortgagee, or other recipient shall have no interest in or rights to Company assets, profits, losses or distributions and neither the Members nor the Company shall be required to recognize any such interest or rights.

Assignment by Members. (a) A Holder may In addition to any restrictions that are imposed under applicable securities laws, no Member’s Common Units shall be Transferred, in whole or in part, without the prior written consent of at least two-thirds (2/3) of the Board (without the inclusion of the Member Transferring such Member’s Common Units). Any attempt by a Member to Transfer its Common Units in violation of the immediately preceding sentence shall be void ab initio. Notwithstanding anything herein to the contrary, unless otherwise agreed to in writing by the Company (with approval by at least two-thirds (2/3) of the Board), no Transfer of Common Units otherwise permitted or required by this Agreement shall be effective unless and until any Transferee who is not sell, assign, transfer, pledge, mortgage or otherwise dispose of all or any part of such Person’s Units or other interest already a party to this Agreement shall execute and deliver to the Company an Addendum Agreement in the Company unless form attached hereto as Exhibit B (an “Addendum Agreement”) in which such Transferee agrees to be bound by this Agreement and to observe and comply with this Agreement and with all obligations and restrictions imposed on the Managing Member shall have consented at its sole discretion to such transfer or assignment in writing, except for a transfer of all or any part of such interest (i) to such Person’s estate, heirs or beneficiaries upon such Person’s death, (ii) to any trust, partnership or other entity established for the sole benefit of such Person’s heirs or beneficiaries, or (iii) to any guardian or conservator appointed for such Person’s estate upon such Person’s disabilityMembers hereby. (b) Notwithstanding Unless an assignee of a Common Unit becomes a substituted Member in accordance with the foregoingprovisions set forth below, a Member may not Transfer its Units to an Affiliate of such Member without the consent of the Managing Member which consent assignee shall not be unreasonably withheld in entitled to any of the case of a Transfer by rights granted to a Member hereunder, other than the right to receive allocations of income, gains, losses, deductions, credits, and similar items and distributions to which the assignor would otherwise be entitled, to the extent such items are assigned. The Company shall be entitled to treat the record holder of any Common Units as the absolute Member thereof in all respects and shall incur no liability for distributions of its Units cash or other property made in good faith to an Affiliate such Member until such time as the assignee of such Member; Common Units has become a substituted Member as provided it shall be reasonable for the Managing Member to withhold its consent to a transfer to a direct or indirect competitor of the Company or its Affiliatesherein. (c) As Any Person that acquires Common Units pursuant to a condition Transfer of Common Units to any transfer such Person by a Member strictly in accordance with this Article X and the other provisions of this Agreement or assignment pursuant to an issuance to such Person by the Company in accordance with this Agreement shall automatically be admitted as a Member without further action by the Company. No other Person (including an assignee of a Holder’s Units (including Common Unit) shall become a transfer not requiring the consent substituted Member entitled to all of the Managing rights of a Member, unless (i) the assignor gives the assignee such right, (ii) the Company (with approval by at least two-thirds (2/3) of the Board (without the inclusion of the Member Transferring such Member’s Common Units)) consents in writing to such substitution, the transferor and the transferee granting or denying of which shall provide such legal opinions and documentation as the Managing Member may request be in its sole discretion, (iii) the assignee executes and delivers such instruments, in form and substance satisfactory to the Board, as the Board may deem necessary or desirable to effect such substitution and to confirm the agreement of the assignee to be bound by all of the terms and provisions of this Agreement, including but not limited to an Addendum Agreement, and (iv) if the Board so requires, the assignee reimburses the Company for any costs incurred by the Company in connection with such assignment and substitution. Upon the satisfaction of such requirements, such assignee shall be admitted as of such date as shall be provided for in any document evidencing such assignment as a substituted Member of the Company. (d) Any substitute A Member admitted making a Transfer permitted by this Agreement shall (i) at least ten (10) Business Days before such Transfer, deliver to the Company with a duly completed and executed IRS Form W-9, or (ii) if such transferor Member is a non-U.S. person or does not furnish a duly completed and executed IRS Form W-9, no more than fifteen (15) Business Days following such Transfer, provide to the consent Company (A) an affidavit of the Managing Member shall succeed to all rights and be subject to all the obligations of the transferring or assigning Member non-foreign status with respect to such transferor Member that satisfies the Units requirements of Section 1446(f)(2) of the Code or other documentation acceptable to which such the Board establishing an exemption from withholding pursuant to Section 1445 or 1446(f) of the Code or (B) proof that the transferee Member was substitutedhas properly withheld and remitted to the Internal Revenue Service the amount of Tax required to be withheld upon the Transfer by Section 1445 and Section 1446(f) of the Code. The Managing Member or an authorized Officer may modify Schedule A attached hereto to reflect such admittance of any substitute Members. (e) The transferor and transferee of any Holder’s Units shall be jointly and severally obligated to reimburse the Managing Member and the Company for all reasonable expenses transferee Member shall promptly provide any additional documentation or information (including attorneys’ fees and expensesany documentation, certifications, or information provided by such Members) that is requested by the Board in connection with determining the application of any tax-related obligations (including any tax withholding or filing requirements) of any transfer or proposed transfer of a Holder’s Units, whether or not consummated. (f) the Company in connection with the Transfer. The transferee Member acknowledges that if it fails to comply fully with its withholding obligations under applicable law or fails to furnish to the Company evidence of such withholding, the Company may withhold from distributions to the transferee Member. Without limiting the foregoing and notwithstanding anything in this Agreement, if the Company is obligated to pay or incurs any Holderwithholding or other tax obligations (including penalties, interest and any addition to tax) to any governmental authority that are attributable to the Transfer, including, without limitation, on account of Sections 864(c)(8), 897(g), 1445 or 1446 of the Code, then (i) both the transferor Member and the transferee Member shall indemnify the Company in full for the entire amount paid, payable, or incurred, (ii) the Company may offset any future distributions to which the transferee Member is otherwise entitled under the Agreement against the transferee Member’s Units obligation to indemnify the Company under this Section 10.1(d) and (iii) such amounts so offset from future distributions shall be treated as having made all of the Capital Contributions made by, and received all of the distributions received by, the transferor of such Units. (g) Notwithstanding any other provision of this Agreement, no transfer of any Units in the Company shall be permitted if such transfer would (i) unless the Managing Member otherwise consents in its sole discretion, cause amounts were distributed by the Company to have more than 100 members, as determined for purposes the transferee Member. The obligations of Treasury Regulation the transferee Member set forth in this Section 1.7704-1(h), (ii10.1(d) cause the Company shall survive any event that causes it to cease to be treated as a publicly traded Company within Member in the meaning of Code Section 7704 and Treasury Regulation Section 1.7704-1 or (iii) cause all or any portion of the assets of the Company to constitute “plan assets” under ERISACompany. (h) Any sale, assignment, transfer, pledge, mortgage or other disposition which violates this Section 10.1 shall be void and the purported buyer, assignee, transferee, pledgee, mortgagee, or other recipient shall have no interest in or rights to Company assets, profits, losses or distributions and neither the Members nor the Company shall be required to recognize any such interest or rights.

Assignment by Members. (a) A Holder may not sell, assign, transfer, pledge, mortgage or otherwise dispose of all or any part of such Person’s Units or other interest in the Company unless the Managing Member Board shall have consented at its sole discretion to such transfer or assignment in writing, except for a transfer of all or any part of such interest (i) to such Person’s estate, heirs or beneficiaries upon such Person’s death, (ii) to any trust, partnership or other entity established for the sole benefit of such Person’s heirs or beneficiaries, or (iii) to any guardian or conservator appointed for such Person’s estate upon such Person’s disability. (b) Notwithstanding the foregoing, a Member may not Transfer its Units to an Affiliate of such Member without the consent of the Managing Member Board which consent shall not be unreasonably withheld in the case of a Transfer by a Member of all of its Units to an Affiliate of such Member; provided it shall be reasonable for the Managing Member Board to withhold its consent to a transfer to a direct or indirect competitor of the Company or its Affiliates. (c) As a condition to any transfer or assignment of a Holder’s Units (including a transfer not requiring the consent of the Managing MemberBoard), the transferor and the transferee shall provide such legal opinions and documentation as the Managing Member Board may request in its sole discretion. (d) Any substitute Member admitted to the Company with the consent of the Managing Member Board shall succeed to all rights and be subject to all the obligations of the transferring or assigning Member with respect to the Units to which such Member was substituted. The Managing Member Board or an authorized Officer may modify Schedule A attached hereto to reflect such admittance of any substitute Members. (e) The transferor and transferee of any Holder’s Units shall be jointly and severally obligated to reimburse the Managing Member Members and the Company for all reasonable expenses (including attorneys’ fees and expenses) of any transfer or proposed transfer of a Holder’s Units, whether or not consummated. (f) The transferee of any Holder’s Units shall be treated as having made all of the Capital Contributions made by, and received all of the distributions Distributions received by, the transferor of such Units. (g) Notwithstanding any other provision of this Agreement, no transfer of any Units in the Company shall be permitted if such transfer would (i) unless the Managing Member Board otherwise consents in its sole discretion, cause the Company to have more than 100 members, as determined for purposes of Treasury Regulation Section 1.7704-1(h), (ii) cause the Company to be treated as a publicly traded Company within the meaning of Code Section 7704 and Treasury Regulation Section 1.7704-1 or (iii) cause all or any portion of the assets of the Company to constitute “plan assets” under ERISA. (h) Any sale, assignment, transfer, pledge, mortgage or other disposition Transfer which violates this Section 10.1 shall be void and the purported buyer, assignee, transferee, pledgee, mortgagee, or other recipient shall have no interest in or rights to Company assets, profits, losses or distributions Distributions and neither the Members nor the Company shall be required to recognize any such interest or rights.