Common use of Assignment of Units Clause in Contracts

Assignment of Units. Subject to Section 9.7 below, a Member may not Assign (as that term is defined below) any or all of the Member's Units, except in compliance with this Agreement and also only with the prior written approval of the Directors and in compliance and accordance with all such other policies and procedures as may be adopted from time to time by the Directors. The Directors may adopt and implement such policies and procedures (collectively, and as amended from time to time, the "Unit Assignment Policy") for any reasonable purpose, as determined by the Directors. A reasonable purpose shall in all events include prohibiting, restricting, limiting, delaying or placing conditions on any Assignment of any Units which, alone or together with any previous Assignments or other Assignments that are known or intended or that may reasonably be anticipated, would or might reasonably be determined to (i) violate or cause the Company to violate or to otherwise be in noncompliance with any applicable law, rule, regulation or order, including any foreign, federal, state or local securities law, rule, regulation or order; (ii) cause the Company to be taxed as a corporation for tax purposes, including by reason of Section 7704 of the Code; (iii) result in the termination of the Company or the Company's tax year for tax purposes, including under Section 708 of the Code, or cause the application to the Company of Sections 168(g)(1)(B) or 168(h) of the Code or similar or analogous rules; (iv) violate any term or condition of this Agreement, including Section 5.7; (v) violate or cause the Company to violate or to otherwise be in noncompliance with any law, rule, regulation or order applicable to the Company's selection or use of its then current Fiscal Year, including under Section 444 of the Code; (vi) require the Company to become licensed, registered or regulated as an investment company, a broker-dealer or any other form of regulated entity under any applicable foreign, federal, state or local law, rule, regulation or order; or (vii) create or result in any fractional Units. The Company shall make a copy of the then current Unit Assignment Policy available to each Member upon the Member's reasonable request from time to time. An Assignment of a Unit does not entitle the assignee to vote the Units or to otherwise participate in the management of the Company, or to become or to exercise any voting or management rights of a member of the Company, but rather only entitles the assignee to receive the allocations and Distributions to which the assignor would have otherwise been entitled to with respect to such Unit, unless and until the assignee also complies with Section 9.2. An Assignment of a Unit does not release the assignor from any debts, liabilities or obligations of the assignor to the Company. The Company may, in its sole discretion, require the assignee and/or the assignor in each proposed Assignment to pay directly, or to reimburse the Company for, all fees, costs and expenses paid or incurred by the Company in connection with the Assignment, including legal and accounting fees. The Directors shall not be required to act upon any proposed Assignment of any Unit until the next regularly scheduled meeting of the Directors which follows the date on which the Company receives a completed and executed unit assignment application from the assignor and the assignee and in form and content acceptable to the Directors. An Assignment of a Unit which is approved by the Directors shall be effective for all purposes (including for purposes of allocations and Distributions) as of the date determined by the Directors, but such date must be within 32 days of the date of the approval of the Assignment by the Directors.

Assignment of Units. Subject to Section 9.7 below, a A Member may not Assign (as that term is defined below) any or all of the Member's Units, except in compliance with this Agreement and also only with the prior written approval of the Directors and in compliance and accordance with all such other policies and procedures as may be adopted from time to time by the Directors. The Directors may adopt and implement such policies and procedures (collectively, and as amended from time to time, the "Unit Assignment Policy") for any reasonable purpose, as determined by the Directors. A reasonable purpose shall in all events include prohibiting, restricting, limiting, delaying or placing conditions on any Assignment of any Units which, alone or together with any previous Assignments or other Assignments that are known or intended or that may reasonably be anticipated, would or might reasonably be determined to (i) violate or cause the Company to violate or to otherwise be in noncompliance with any applicable law, rule, regulation or order, including any foreign, federal, state or local securities law, rule, regulation or order; (ii) cause the Company to be taxed as a corporation for tax purposes, including by reason of Section 7704 of the Code; (iii) result in the termination of the Company or the Company's tax year for tax purposes, including under Section 708 of the Code, or cause the application to the Company of Sections 168(g)(1)(B) or 168(h) of the Code or similar or analogous rules; (iv) violate any term or condition of this Agreement, including Section 5.7; (v) violate or cause the Company to violate or to otherwise be in noncompliance with any law, rule, regulation or order applicable to the Company's selection or use of its then current Fiscal Year, including under Section 444 of the Code; (vi) require the Company to become licensed, registered or regulated as an investment company, a broker-dealer or any other form of regulated entity under any applicable foreign, federal, state or local law, rule, regulation or order; or (vii) create or result in any fractional Units. The Company shall make a copy of the then current Unit Assignment Policy available to each Member upon the Member's reasonable request from time to time. An Assignment of a Unit does not entitle the assignee to vote the Units or to otherwise participate in the management of the Company, or to become or to exercise any voting or management rights of a member of the Company, but rather only entitles the assignee to receive the allocations and Distributions to which the assignor would have otherwise been entitled to with respect to such Unit, unless and until the assignee also complies with Section 9.2. An Assignment of a Unit does not release the assignor from any debts, liabilities or obligations of the assignor to the Company. The Company may, in its sole discretion, require the assignee and/or the assignor in each proposed Assignment to pay directly, or to reimburse the Company for, all fees, costs and expenses paid or incurred by the Company in connection with the Assignment, including legal and accounting fees. The Directors shall not be required to act upon any proposed Assignment of any Unit until the next regularly scheduled meeting of the Directors which follows the date on which the Company receives a completed and executed unit assignment application from the assignor and the assignee and in form and content acceptable to the Directors. An Assignment of a Unit which is approved by the Directors shall be effective for all purposes (including for purposes of allocations and Distributions) as of the date determined by the Directors, but such date must be within 32 days of the date of the approval of the Assignment by the Directors.

Assignment of Units. Subject to Section 9.7 below, a A Member may not Assign (as that term is defined below) sell, transfer, assign or otherwise dispose of or convey any or all of the Member's Units, in whole or in part and whether voluntarily or involuntarily (including under or pursuant to any pledge or other collateral or security agreement) or by operation or any act or process of law or equity, or otherwise, or pledge, hypothecate, grant a security interest, lien, or other encumbrance in or against any or all of the Member's Units (with each and all of the foregoing generally and collectively referred to in this Article as an "assignment"), except in compliance with this Agreement and also only with the prior written approval of the Directors and in compliance and accordance with all such other policies and procedures as may be adopted from time to time by the Directors. The Directors may adopt and implement such policies and procedures (collectively, and as amended from time to time, the "Unit Assignment Policy") for any reasonable purpose, as determined by the Directors. A reasonable purpose shall in all events include prohibiting, restricting, limiting, delaying or placing conditions on any Assignment of any Units assignment which, alone or together with any previous Assignments assignments or other Assignments assignments that are known or intended or that may reasonably be anticipated, would or might reasonably be determined to (i) violate or cause the Company to violate or to otherwise be in noncompliance with any applicable law, rule, regulation or order, including any foreign, federal, state or local securities law, rule, regulation or order; (ii) cause the Company to be taxed as a corporation for tax purposes, including by reason of Section 7704 of the Code; (iii) result in the termination of the Company or the Company's tax year for tax purposes, including under Section 708 of the Code, or cause the application to the Company of Sections 168(g)(1)(B) or 168(h) of the Code or similar or analogous rules; (iv) violate any term or condition of this Agreement, including Section 5.7; (v) violate or cause the Company to violate or to otherwise be in noncompliance with any law, rule, regulation or order applicable to the Company's selection or use of its then current Fiscal Yearfiscal year, including under Section 444 of the Code; (vi) require the Company to become licensed, registered or regulated as an investment company, a broker-dealer or any other form of regulated entity under any applicable foreign, federal, state or local law, rule, regulation or order; or (vii) create or result in any fractional Units. The Company shall make a copy of the then current Unit Assignment Policy available to each Member upon the Member's reasonable request from time to time. An Assignment assignment of a Unit does not entitle the assignee to vote the Units or to otherwise participate in the management of the Company, or to become or to exercise any voting or management rights of a member of the Company, but rather only entitles the assignee to receive the allocations and Distributions distributions to which the assignor would have otherwise been entitled to with respect to such Unit, unless and until the assignee also complies with Section 9.2. An Assignment assignment of a Unit does not release the assignor from any debts, liabilities or obligations of the assignor to the Company. The Company may, in its sole discretion, require the assignee and/or the assignor in each proposed Assignment to pay directly, or to reimburse the Company for, all fees, costs and expenses paid or incurred by the Company in connection with the Assignment, including legal and accounting fees. The Directors shall not be required to act upon any proposed Assignment assignment of any Unit until the next regularly scheduled meeting of the Directors which follows the date on which the Company receives a completed and executed unit assignment application from the assignor and the assignee and in form and content acceptable to the Directors. An Assignment assignment of a Unit which is approved by the Directors shall be effective for all purposes (including for purposes of allocations and Distributionsdistributions) as of the date determined by the Directors, but such date must be within 32 days of the date of the approval of the Assignment assignment by the Directors.