Common use of Effect of Transfer of Interest Clause in Contracts

Effect of Transfer of Interest. A Transfer (or attempted Transfer) of any Interest (a) that is prohibited by the terms of this Agreement or that is prohibited by the terms of any other contract or agreement by which the Member whose Interest is the subject of a Transfer (or attempted Transfer) and the Company are bound; (b) that is made in violation of or without first complying with any applicable restrictions (including, without limitation, restrictions providing for a right of first refusal or option to purchase in favor of another Person and/or restrictions requiring notice to another Person or Persons prior to a Transfer) under the terms of this Agreement or under the terms of any other contract or agreement by which the Member whose Interest is the subject of a Transfer (or attempted Transfer) and the Company are bound; or (c) that is made, prior to any public offering of equity interests in the Company, to any party which is not an Affiliate of the transferring party (any such Transfer or attempted Transfer described in clauses (a), (b) or (c) above is a "Prohibited Transfer"), shall be absolutely void and of no effect and the Company shall not give any recognition whatsoever thereto.