Common use of Entity Member Transfers Clause in Contracts

Entity Member Transfers. If any Member is a closely-held corporation, limited liability company or unincorporated association or partnership, then, in any single transaction or series of related transactions, the original issuance, sale, transfer, assignment or other disposition of any stock or interest in such corporation, limited liability company, association or partnership constituting in the aggregate in excess of FIFTY PERCENT (50%) of all such stock or interests then outstanding shall be deemed an assignment or transfer of such Member’s Membership Interest within the meaning of this Operating Agreement, except as provided below in this Section 14.12. If any Member is a publicly-traded corporation, limited liability company, association or partnership, meaning for the purposes of this Operating Agreement that such corporation, limited liability company, association or partnership has effected a bona fide initial public offering of any class of its equity securities that were registered for such purpose with the Securities and Exchange Commission under the Securities Act on Form S-l (or any successor of such form), then, in any single transaction or series of related transactions, the original issuance, sale, transfer, assignment or other disposition of any stock or interest in such corporation, limited liability company, association or partnership constituting in the aggregate in excess of EIGHTY PERCENT (80%) of all such stock or interests then outstanding shall be deemed an assignment or transfer of such Member’s Membership Interest within the meaning of this Operating Agreement, except as provided below in this Section 14.12. Notwithstanding the foregoing, in no event shall any public offering of securities of any class of any Member that is registered with the Securities and Exchange Commission under the Securities Act and effected in accordance with the terms and provisions of Section 7.2 of this Operating Agreement constitute or be deemed an assignment or transfer of a Membership Interest within the meaning of this Operating Agreement. Notwithstanding any other term or provision of this Section 14.12, in no event shall the sale, transfer, assignment or other disposition by any person or entity to any of the persons or entities listed in subparagraphs (a) through (c), inclusive, of this Section 14.12 of any stock or interest in any corporation, limited liability company, association or partnership that is a Member, whether or not closely-held or publicly-traded, be deemed an assignment or transfer of such Member’s Membership Interest within the meaning of this Operating Agreement. (a) To any ONE (1) or more entities that directly, or indirectly through one or more intermediaries, control, or are controlled by, or are under common control with, the current or any future record or beneficial holder of such stock or interest; (b) To any ONE (1) or more of the respective children and/or other lineal descendants of the current or any future record or beneficial holder of such stock or interest, by inter-vivos transfer, devise, bequest, declaration of trust or any other means; and/or (c) To a revocable living trust for the benefit of the current or any future record or beneficial holder of such stock or interest. Notwithstanding any other term or provision of this Operating Agreement, the terms and provisions of this Section 14.12 cannot be amended or repealed unless such amendment or repeal first has been approved by the affirmative vote or written consent of the Members holding more than SEVENTY-FIVE PERCENT (75%) of the outstanding Membership Voting Interests.

Entity Member Transfers. If any Member is a closely-held corporation, limited liability company or unincorporated association or partnership, then, in any single transaction or series of related transactions, the original issuance, sale, transfer, assignment issuance or other disposition Transfer of any stock or interest in such corporation, limited liability company, association or partnership constituting in the aggregate in excess of FIFTY PERCENT fifty percent (50%) of all such stock or interests then outstanding shall be deemed an assignment or transfer a Transfer of such Member’s Membership 's Interest within the meaning of this Operating Agreement, except as provided below in this Section 14.1212.3. If any Member is a publicly-traded corporation, limited liability company, association or partnership, meaning for the purposes of this Operating Agreement that such corporation, limited liability company, association or partnership has effected a bona fide initial public offering of any class of its equity securities that were registered for such purpose with the Securities and Exchange Commission under the Securities Act on Form S-l S-1 (or any successor of such form), then, in any single transaction or series of related transactions, the original issuance, sale, transfer, assignment issuance or other disposition Transfer of any stock or interest in such corporation, limited liability company, association or partnership constituting in the aggregate in excess of EIGHTY PERCENT eighty percent (80%) of all such stock or interests then outstanding shall be deemed an assignment or transfer a Transfer of such Member’s Membership 's Interest within the meaning of this Operating Agreement, except as provided below in this Section 14.1212.3. Notwithstanding the foregoing, in no event shall any public offering of securities of any class of any Member that is registered with the Securities and Exchange Commission under the Securities Act and effected in accordance with the terms and provisions of Section 7.2 of this Operating Agreement constitute or be deemed a Transfer of an assignment or transfer of a Membership Interest within the meaning of this Operating Agreement. Notwithstanding any other term or provision of this Section 14.1212.3, in no event shall the sale, transfer, assignment or other disposition Transfer by any person or entity Person to any of the persons or entities Persons listed in subparagraphs (a) through and (c), inclusive, b) below of this Section 14.12 12.3 of any stock or interest in any corporation, limited liability company, association or partnership that is a Member, whether or not closely-held or publicly-traded, be deemed an assignment or transfer a Transfer of such Member’s Membership 's Interest within the meaning of this Operating Agreement.: (a) To any ONE (1) one or more entities that directly, or indirectly through one or more intermediaries, control, or are controlled by, or are under common control with, the current or any future record or beneficial holder of such stock or interest;; or (b) To any ONE (1) or more of the respective children and/or other lineal descendants of the current or any future record or beneficial holder of such stock or interest, by inter-vivos transfer, devise, bequest, declaration of trust or any other means; and/or (c) To a revocable living trust for the benefit of the current or any future record or beneficial holder of such stock or interest. Notwithstanding any other term or provision of this Operating Agreement, the terms and provisions of this Section 14.12 cannot be amended or repealed unless such amendment or repeal first has been approved by the affirmative vote or written consent of the Members holding more than SEVENTY-FIVE PERCENT (75%) of the outstanding Membership Voting Interests.