Common use of Assignments of Company Interests Clause in Contracts

Assignments of Company Interests. (a) No Member’s Company Interest or rights therein shall be Transferred, or made subject to an Indirect Transfer, in whole or in part, without the prior written consent of the Board; provided, however, that any Member may assign its Company Interest without obtaining such consent pursuant to (i) an Excluded Affiliate Transfer or (ii) a Transfer that is otherwise permitted pursuant to the Voting and Transfer Restriction Agreement. Any attempt by a Member to assign its Company Interest in violation of the immediately preceding sentence shall be void ab initio. If an interest in a Unit or other Company Interest is required by law to be Transferred to a spouse of a holder thereof pursuant to an order of a court of competent jurisdiction in a divorce proceeding (notwithstanding the foregoing provisions of this Section 9.1(a)), then such holder shall nevertheless retain all rights with respect to such interest and any interest of such spouse shall be subject to such rights of such holder. In addition, if it is determined that the holder will be required to pay any taxes attributable to such interest of the spouse in the Company, then any tax liability of such holder that is attributable to such spouse’s interest shall be taken into account, and shall reduce such spouse’s interest in the Company; in no event shall the Company be required to provide any financial, valuation or other information regarding the Company or any of its subsidiaries or Affiliates or any of their respective assets to the spouse or former spouse of such holder. (b) Unless an assignee of a Company Interest becomes a substituted Member in accordance with the provisions set forth below, such assignee shall not be entitled to any of the 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. (c) An assignee of a Company Interest shall become a substituted Member entitled to all of the rights of a Member if, and only if, (i) the assignor gives the assignee such right, (ii) the Board consents in writing to such substitution, the granting or denying of which shall be in the Board’s 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, 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) The Company and the Board shall be entitled to treat the record Member of any Company Interest as the absolute Member thereof in all respects and shall incur no liability for distributions of cash or other property made in good faith to such Member until such time as a written assignment of such Company Interest that complies with the terms of this Agreement has been received by the Board.

Assignments of Company Interests. (a) No Member’s Company Interest or rights therein shall be Transferred, or made subject to an Indirect Transfer, in whole or in part, without the prior written consent of the BoardBoard except as provided in this Section 9.1; provided, however, that Rice Energy may Transfer its Company Interests or make any Indirect Transfer subject to compliance with Section 9.1(c), and, if applicable, Sections 9.1(e)(i) and 9.1(e)(iii). (b) Any Member (including Members holding Incentive Units) may assign his or its Company Interest without obtaining such the consent of the Board pursuant to (i) an Excluded Affiliate Transfer. (c) In addition to any of the other requirements and prohibitions in this Section 9.1, any permitted Transfer or (ii) a must meet the availability of an exemption from registration under the Securities Act, and applicable state securities laws in connection with such Transfer that is otherwise permitted pursuant and stating the factual and statutory bases relied upon by such counsel, and the Company may require an opinion of counsel in form and substance reasonably acceptable to the Voting Company and Transfer Restriction Agreement. its counsel as to these matters as a condition to the effectiveness of such Transfers. (d) Any attempt by a Member to assign its Company Interest in violation of the immediately preceding sentence any provision of this Section 9.1 shall be void ab initio. If an interest in a Unit or other Company Interest is required by law to be Transferred to a spouse of a holder thereof pursuant to an order of a court of competent jurisdiction in a divorce proceeding (notwithstanding the foregoing provisions of this Section 9.1(a)), then such holder shall nevertheless retain all rights with respect to such interest and any interest of such spouse shall be subject to such rights of such holder. In addition, if it is determined that the holder will be required to pay any taxes attributable to such interest of the spouse in the Company, then any tax liability of such holder that is attributable to such spouse’s interest shall be taken into account, and shall reduce such spouse’s interest in the Company; in no event shall the Company be required to provide any financial, valuation or other information regarding the Company or any of its subsidiaries or Affiliates or any of their respective assets to the spouse or former spouse of such holder. (b) Unless an assignee of a Company Interest becomes a substituted Member in accordance with the provisions set forth below, such assignee shall not be entitled to any of the 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. (ce) An assignee of a Company Interest shall become a substituted Member entitled to all of the rights of a Member if, and only if, (i) the assignor gives the assignee such right, ; (ii) the Board consents in writing to such substitution, the granting or denying of which shall be in the Board’s 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, ; 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. (df) The Company and the Board shall be entitled to treat the record Member of any Company Interest as the absolute Member thereof in all respects and shall incur no liability for distributions of cash or other property made in good faith to such Member until such time as a written assignment of such Company Interest that complies with the terms of this Agreement has been received by the Board.

Assignments of Company Interests. (a) No Member’s Company Interest or rights therein shall be Transferred, or made subject to an Indirect Transfer, in whole or in part, without the prior written consent of the Board; provided, however, that any Member may assign its Company Interest without obtaining such consent pursuant to (i) an Excluded Affiliate Transfer or (ii) a Transfer that is otherwise permitted pursuant to the Voting and Transfer Restriction Agreement. Any attempt by a Member to assign its Company Interest in violation of the immediately preceding sentence shall be void ab initio. If an interest in a Unit or other Company Interest is required by law to be Transferred to a spouse of a holder thereof pursuant to an order of a court of competent jurisdiction in a divorce proceeding (notwithstanding the foregoing provisions of this Section 9.1(aARTICLE IX(a)), then such holder shall nevertheless retain all rights with respect to such interest and any interest of such spouse shall be subject to such rights of such holder. In addition, if it is determined that the holder will be required to pay any taxes attributable to such interest of the spouse in the Company, then any tax liability of such holder that is attributable to such spouse’s interest shall be taken into account, and shall reduce such spouse’s interest in the Company; in no event shall the Company be required to provide any financial, valuation or other information regarding the Company or any of its subsidiaries or Affiliates or any of their respective assets to the spouse or former spouse of such holder. (b) Unless an assignee of a Company Interest becomes a substituted Member in accordance with the provisions set forth below, such assignee shall not be entitled to any of the 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. (c) An assignee of a Company Interest shall become a substituted Member entitled to all of the rights of a Member if, and only if, (i) the assignor gives the assignee such right, (ii) the Board consents in writing to such substitution, the granting or denying of which shall be in the Board’s 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, 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) The Company and the Board shall be entitled to treat the record Member of any Company Interest as the absolute Member thereof in all respects and shall incur no liability for distributions of cash or other property made in good faith to such Member until such time as a written assignment of such Company Interest that complies with the terms of this Agreement has been received by the Board.

Assignments of Company Interests. (a) No Member’s Company Interest or rights therein shall be Transferred, or made subject to an Indirect Transfer, in whole or in part, without the prior written consent of the BoardBoard except as provided in this Section 9.1; provided, however, that each of NGP I and NGP II may Transfer their respective Company Interests or make any Indirect Transfer subject to compliance with Section 9.1(c), and, if applicable, Sections 9.1(e)(i) and 9.1(e)(iii); provided, further, if NGP I or NGP II Transfers any Company Interest or makes an Indirect Transfer (excluding, in each case, any Excluded Affiliate Transfer), the proceeds of such Transfer must be distributed to all Members as though the sale proceeds had been distributed by the Company to the Members pursuant to Section 4.3(a). (b) Any Member (including Members holding Incentive Units) may assign his or its Company Interest without obtaining such the consent of the Board pursuant to (i) an Excluded Affiliate Transfer. (c) In addition to any of the other requirements and prohibitions in this Section 9.1, any permitted Transfer or (ii) a must meet the availability of an exemption from registration under the Securities Act, and applicable state securities laws in connection with such Transfer that is otherwise permitted pursuant and stating the factual and statutory bases relied upon by such counsel, and the Company may require an opinion of counsel in form and substance reasonably acceptable to the Voting Company and Transfer Restriction Agreement. its counsel as to these matters as a condition to the effectiveness of such Transfers. (d) Any attempt by a Member to assign its Company Interest in violation of the immediately preceding sentence any provision of this Section 9.1 shall be void ab initio. If an interest in a Unit or other Company Interest is required by law to be Transferred to a spouse of a holder thereof pursuant to an order of a court of competent jurisdiction in a divorce proceeding (notwithstanding the foregoing provisions of this Section 9.1(a)), then such holder shall nevertheless retain all rights with respect to such interest and any interest of such spouse shall be subject to such rights of such holder. In addition, if it is determined that the holder will be required to pay any taxes attributable to such interest of the spouse in the Company, then any tax liability of such holder that is attributable to such spouse’s interest shall be taken into account, and shall reduce such spouse’s interest in the Company; in no event shall the Company be required to provide any financial, valuation or other information regarding the Company or any of its subsidiaries or Affiliates or any of their respective assets to the spouse or former spouse of such holder. (b) Unless an assignee of a Company Interest becomes a substituted Member in accordance with the provisions set forth below, such assignee shall not be entitled to any of the 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. (ce) An assignee of a Company Interest shall become a substituted Member entitled to all of the rights of a Member if, and only if, (i) the assignor gives the assignee such right, ; (ii) the Board consents in writing to such substitution, the granting or denying of which shall be in the Board’s 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, 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. (df) The Company and the Board shall be entitled to treat the record Member of any Company Interest as the absolute Member thereof in all respects and shall incur no liability for distributions of cash or other property made in good faith to such Member until such time as a written assignment of such Company Interest that complies with the terms of this Agreement has been received by the Board.

Assignments of Company Interests. (a) No Member’s Company Interest or rights therein shall be Transferred, or made subject to an Indirect Transfer, in whole or in part, without the prior written consent of the BoardManager; provided, however, that any Member may assign its Company Interest without obtaining such consent pursuant to (i) an Excluded Affiliate Transfer Transfer. (b) If the Manager determines it to be in the best interests of the Company to engage in a Merger or IPO or any transaction intended to facilitate a Merger or IPO, the Members agree that the Company may restructure and, if necessary, recapitalize the Company so that all of the outstanding Company Interests will be exchanged for common securities of the surviving entity (ii) a Transfer “Conversion”). The Members agree to vote and take all other action necessary in order to effect such Conversion that is otherwise permitted pursuant complies with the terms of this Section 9.1. Notwithstanding anything to the Voting contrary contained in this Agreement, in no event shall the Manager engage in a Merger or IPO or any transaction intended to facilitate a Merger or IPO, without the prior written approval of the Board (as defined in the NewCo LLC Agreement). (c) In addition to any of the other requirements and prohibitions in this Section 9.1, any permitted Transfer Restriction Agreement. must meet the availability of an exemption from registration under the Securities Act, and applicable state securities laws in connection with such Transfer and stating the factual and statutory bases relied upon by such counsel, and the Company may require an opinion of counsel in form and substance reasonably acceptable to the Company and its counsel as to these matters as a condition to the effectiveness of such Transfers. (d) Any attempt by a Member to assign its Company Interest in violation of the immediately preceding sentence shall be void ab initio. If an interest in a Unit or other Company Interest is required by law to be Transferred to a spouse of a holder thereof pursuant to an order of a court of competent jurisdiction in a divorce proceeding (notwithstanding the foregoing provisions of this Section 9.1(a9.1(d)), then such holder shall nevertheless retain all rights with respect to such interest and any interest of such spouse shall be subject to such rights of such holder. In addition, if it is determined that the holder will be required to pay any taxes attributable to such interest of the spouse in the Company, then any tax liability of such holder that is attributable to such spouse’s interest shall be taken into account, and shall reduce such spouse’s interest in the Company; in no event shall the Company be required to provide any financial, valuation or other information regarding the Company or any of its subsidiaries or Affiliates or any of their respective assets to the spouse or former spouse of such holder. (be) Unless an assignee of a Company Interest becomes a substituted Member in accordance with the provisions set forth below, such assignee shall not be entitled to any of the 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. (cf) An assignee of a Company Interest shall become a substituted Member entitled to all of the rights of a Member if, and only if, (i) the assignor gives the assignee such right, (ii) the Board Manager consents in writing to such substitution, the granting or denying of which shall be in the BoardManager’s sole discretion, (iii) the assignee executes and delivers such instruments, in form and substance satisfactory to the BoardManager, as the Board Manager 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, and (iv) if the Board Manager 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. (dg) The Company and the Board Manager shall be entitled to treat the record Member of any Company Interest as the absolute Member thereof in all respects and shall incur no liability for distributions of cash or other property made in good faith to such Member until such time as a written assignment of such Company Interest that complies with the terms of this Agreement has been received by the BoardManager.

Assignments of Company Interests. (a) No Member’s Company Interest or rights therein shall be Transferred, or made subject to an Indirect Transfer, in whole or in part, without the prior written consent of the Board; provided, however, that any Member may assign its Company Interest without obtaining such consent pursuant to (i) an Excluded Affiliate Transfer or (ii) a Transfer that is otherwise permitted pursuant to the Voting and Transfer Restriction Agreement. Any attempt by a Member to assign its Company Interest in violation of the immediately preceding sentence shall be void ab initio. If an interest in a Unit or other Company Interest is required by law to be Transferred to a spouse of a holder thereof pursuant to an order of a court of competent jurisdiction in a divorce proceeding (notwithstanding the foregoing provisions of this Section 9.1(aArticle IX(a)), then such holder shall nevertheless retain all rights with respect to such interest and any interest of such spouse shall be subject to such rights of such holder. In addition, if it is determined that the holder will be required to pay any taxes attributable to such interest of the spouse in the Company, then any tax liability of such holder that is attributable to such spouse’s interest shall be taken into account, and shall reduce such spouse’s interest in the Company; in no event shall the Company be required to provide any financial, valuation or other information regarding the Company or any of its subsidiaries or Affiliates or any of their respective assets to the spouse or former spouse of such holder. (b) Unless an assignee of a Company Interest becomes a substituted Member in accordance with the provisions set forth below, such assignee shall not be entitled to any of the 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. (c) An assignee of a Company Interest shall become a substituted Member entitled to all of the rights of a Member if, and only if, (i) the assignor gives the assignee such right, (ii) the Board consents in writing to such substitution, the granting or denying of which shall be in the Board’s 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, 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) The Company and the Board shall be entitled to treat the record Member of any Company Interest as the absolute Member thereof in all respects and shall incur no liability for distributions of cash or other property made in good faith to such Member until such time as a written assignment of such Company Interest that complies with the terms of this Agreement has been received by the Board.

Assignments of Company Interests. (a) No Member’s Company Interest or rights therein shall be Transferred, or made subject to an Indirect Transfer, in whole or in part, without the prior written consent of the BoardBoard except as provided in this Section 9.1. (b) Any Member (including Members holding Incentive Units) may assign his or its Company Interest without the consent of the Board pursuant to an Excluded Affiliate Transfer. (c) The Rice Members or NGP may Transfer all (but not part) of their Company Interest to an unrelated third party after the selling Member complies with the provisions in this Section 9.1(c). In the event that the Rice Members or NGP desire to Transfer all of their Company Interest (the “Selling Member”), the Selling Member must provide written notice of its the intention to Transfer all of its Company Interest (a “Transfer Notice”) to the non-selling Members, identifying the material terms of such Transaction. The Selling Member shall cause the Person or group that proposes to acquire the Selling Member’s Company Interests (the “Proposed Purchaser”) to offer in writing (the “Purchase Offer”) to the non-selling Members (the “Tag-Along Members”), to purchase a Proportionate Share of the Company Interests of the non-selling Members. The purchase of Company Interests from the Tag-Along Members shall be made at the highest price per Company Interest and on such other terms and conditions as the Proposed Purchaser has offered to purchase Company Interests from the Selling Member. The Tag-Along Members shall have no more than twenty (20) days from the receipt of the Purchase Offer in which to accept such Purchase Offer, in whole or in part. To the extent that a Tag-Along Member accepts such Purchase Offer, the Company Interests to be sold to the Proposed Purchaser by the Selling Member shall be proportionately reduced to the extent necessary to comply with this Section 9.1(c). The proceeds of any such transaction with the Proposed Purchaser shall be allocated between the Selling Member and the Tag-Along Members as if each such Member was being paid all amounts payable to such Member by the Company pursuant to and in the order set forth in Sections 4.3(a)(i) through (v); provided, however, that the amounts payable to each such Member under Sections 4.3(a)(i) through (v) shall be deemed for such purposes to be reduced, pro rata, to reflect the portion of the Company Interest of such Member to be purchased in the transaction with the Proposed Purchaser. For example, if sixty percent (60%) of each Member’s respective Company Interest is being sold, then sixty percent (60%) of the amounts payable under Sections 4.3(a)(i) through (v) shall be deemed to be payable to such Member and the Payment Percentage (as defined below) would be sixty percent (60%). The percentage of amounts deemed to be payable under Sections 4.3(a)(i) through (v) pursuant to this Section 9.1(c) shall be referred to herein as the “Payment Percentage.” If the total proceeds from the transaction are insufficient to pay the amount deemed to be payable to any Member participating in the transaction under Sections 4.3(a)(i), (ii), (iii), (iv), or (v) taking into account the Payment Percentage, then each such Member shall receive a pro rata share of the amount deemed available for distribution under such subsection, determined in accordance with the amount deemed to be payable to each such Member under such subsection taking into account the Payment Percentage. If the closing of such purchase has not occurred within thirty (30) days after such acceptance or at such other time as the Selling Member, the Tag-Along Members and the Proposed Purchaser may assign agree in writing, then the Selling Member shall not effect a Transfer of any Company Interests without again complying with this Section 9.1(c). (d) NGP shall be permitted to Transfer its Company Interest Interests without obtaining prior written consent of the Board and without complying with the procedures of Section 9.1(c) if such consent pursuant to a Transfer occurs after the earlier occurrence of (i) an Excluded Affiliate Transfer or the second anniversary of the date of this Agreement; and (ii) a Key Person Event. In addition, the restrictions on Transfer that is otherwise permitted pursuant under this Section 9.1 shall terminate with respect to the Voting Rice Members and NGP upon the earliest to occur of the following: (i) the first date on which Rice and NGP collectively do not own at least twenty percent (20%) of the outstanding Company Interests or the common equity securities of any successor or assignee resulting from the consolidation, merger or sale of all or substantially all of the assets of the Company; (ii) the adjudication of the Company as bankrupt, the execution by the Company of an assignment for the benefit of creditors or the appointment of a receiver of the Company; (iii) the voluntary or involuntary dissolution of the Company; (iv) at such time as there is only one surviving Member as a party to this Agreement; (v) the tenth (10th) anniversary of the date hereof, unless extended by agreement of the Members holding at least eighty percent (80%) of the Company Interests outstanding on such 10th anniversary; or (vi) the written agreement of the Members whose combined Sharing Ratios equal or exceed ninety percent (90%). (e) If the Board determines it to be in the best interests of the Company to engage in an IPO, the Members agree that the Company may restructure and, if necessary, recapitalize the Company so that all of the outstanding Company Interests will be exchanged for common securities of the surviving entity (a “Conversion”). A Conversion may only occur if (i) the value of the common securities to be received by NGP is greater than or equal to two (2) times the value of any cash contributions made by NGP to the Company prior to the date of the Conversion, (ii) the Conversion is effectuated in a manner that would be tax neutral to NGP and would not cause NGP to recognize any income tax liability due to receipt of such common securities in the surviving entity, (iii) such IPO results in cash proceeds to the Company of at least $250,000,000, and (iv) the Conversion results in NGP receiving fully-registered, freely-tradable securities (subject to a customary post-IPO lockup period). NGP agrees to vote and take all other action necessary in order to effect such Conversion that complies with the terms of this Section 9.1. (f) In the event the Board proposes the Company engage in an IPO, and (i) such IPO would not constitute a Conversion that complies with the terms of Section 9.1(e); (ii) such IPO would result in NGP I and NGP II receiving cash and/or fully-registered, freely-tradable securities with an aggregate fair market value equal to their respective cumulative Capital Contributions to the Company multiplied by (1.20)n, where “n” is equal to the Weighted Average Capital Contribution Factor determined as of the date of such IPO; and (iii) NGP does not consent to the Company engaging in such IPO, then definitions of New Tier I Payout, New Tier II Payout, New Tier III Payout and New Tier IV Payout and the definitions of New Tier I Percentage, New Tier II Percentage and New Tier III Percentage shall be adjusted such that the “December 31, 2016” date set forth in each such definition shall be deemed to be “December 31, 2017” for purposes of determining whether the New Tier I, New Tier II, New Tier III and New Tier IV Payout, as applicable, has occurred, and for purposes of determining the New Tier I, New Tier II and New Tier III Percentages, as applicable, under this Agreement. (g) In addition to any of the other requirements and prohibitions in this Section 9.1, any permitted Transfer Restriction Agreement. must meet the availability of an exemption from registration under the Securities Act, and applicable state securities laws in connection with such Transfer and stating the factual and statutory bases relied upon by such counsel, and the Company may require an opinion of counsel in form and substance reasonably acceptable to the Company and its counsel as to these matters as a condition to the effectiveness of such Transfers. (h) Any attempt by a Member to assign its Company Interest in violation of the immediately preceding sentence any provision of this Section 9.1 shall be void ab initio. If an interest in a Unit or other Company Interest is required by law to be Transferred to a spouse of a holder thereof pursuant to an order of a court of competent jurisdiction in a divorce proceeding (notwithstanding the foregoing provisions of this Section 9.1(a9.1(g)), then such holder shall nevertheless retain all rights with respect to such interest and any interest of such spouse shall be subject to such rights of such holder. In addition, if it is determined that the holder will be required to pay any taxes attributable to such interest of the spouse in the Company, then any tax liability of such holder that is attributable to such spouse’s interest shall be taken into account, and shall reduce such spouse’s interest in the Company; in no event shall the Company be required to provide any financial, valuation or other information regarding the Company or any of its subsidiaries or Affiliates or any of their respective assets to the spouse or former spouse of such holder. (bi) Unless an assignee of a Company Interest becomes a substituted Member in accordance with the provisions set forth below, such assignee shall not be entitled to any of the 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. (cj) An assignee of a Company Interest shall become a substituted Member entitled to all of the rights of a Member if, and only if, (i) the assignor gives the assignee such right, (ii) the Board consents in writing to such substitution, the granting or denying of which shall be in the Board’s 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, 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. (dk) The Company and the Board shall be entitled to treat the record Member of any Company Interest as the absolute Member thereof in all respects and shall incur no liability for distributions of cash or other property made in good faith to such Member until such time as a written assignment of such Company Interest that complies with the terms of this Agreement has been received by the Board.