Family and Affiliate Transfers. The Membership Interest of any Member may be transferred subject to compliance with Section 7.2 above, and without the requisite Members’ prior written consent required by Section 7.1 above, on consent of the Manager which shall not be unreasonably withheld, by the Member (a) by inter vivos gift or by testamentary transfer to any spouse, parent, sibling, in-law, child or grandchild of the Member, or to a trust for the benefit of the Member or such relative of the Member, or (b) to any Affiliate of the Member. In executing this Agreement, each Member has consented to such transfers.
Family and Affiliate Transfers. 11.1 A Member may transfer any or all of his Member Interests to his spouse, adult lineal descendants, spouses, trusts for the benefit of any of the foregoing persons or such Member’s minor lineal descendants, or the Member’s wholly-owned corporation or partnership or affiliate (i.e. a person or entity controlling, controlled by or under common control with, the Member) (collectively, such Member’s “Related Transferees”). If a Member transfers any of his Member Interests to a Related Transferee (or if any Related Transferee subsequently transfers or retransfers any of such Member Interests to another Related Transferee of such Member), such Related Transferee(s) shall receive and hold the Member Interests so transferred subject to the provisions of this Agreement, including without limitation the obligations hereunder of the Member who originally transferred such Member Interests, as though such Member Interests were still owned by him; such Member and such Related Transferee(s) shall be deemed a single Member whose decisions under or in connection with this Agreement shall be made by such original Member, and such Related Transferee(s) shall not be deemed a Member, for the purposes of this Agreement. No Related Transferee shall transfer any Member Interests except to the Member to whom he, she or it is related or to another Related Transferee of such Member, or as part of a sale of all such Member Interests in accordance with this Agreement.
11.2 It shall be a condition precedent to any transfer permitted by Section 11.1 above that the Related Transferee, if he, she or it has not already done so, shall execute and deliver to each party hereto an agreement acknowledging that all Member Interests transferred or to be transferred to him, her or it are and shall be subject to the terms and conditions of this Agreement and agreeing to be bound hereby. Notwithstanding anything to the contrary in this Agreement, no transfer by a Member (or any of his Related Transferees) under Section 11.1 above shall release such Member from any of his obligations or liabilities hereunder.
Family and Affiliate Transfers. Subject to compliance with Section ------------------------------ 7.1, 7.2 and 7.3(b) and (c), the Membership Interest of any Member may be transferred as follows, and the transferee thereof admitted as a substitute Member without the prior written consent of all Members but with the consent of the Manager, which shall not be unreasonably withheld: (a) by inter vivos gift or by testamentary transfer to any spouse, parent, sibling, in-law, child or grandchild of the Member, or to a trust for the benefit of the Member or such spouse, parent, sibling, in-law, child or grandchild of the Member; or (b) to any Affiliate of the Member so long as such Affiliate is majority owned and controlled by such Member; it being agreed that, in executing this Agreement, each Member has consented to such transfers.
Family and Affiliate Transfers. Notwithstanding anything to the contrary in this Section 4, an individual Investor may transfer, by lifetime sale, gift, bequest at death under such individual Investor's last will and testament or by other means any of his or her shares of capital stock in the Company to (i) a member of his or her Immediate Family (as defined below) or (ii) any trust whose sole beneficiaries are members of his or her immediate family; PROVIDED, HOWEVER, that no such transfers shall be made pursuant to any divorce or separation proceeding or settlement. Notwithstanding anything to the
Family and Affiliate Transfers. Subject to compliance with Sections ------------------------------ 7.1, 7.2 and 7.3, the Membership Interest of any Member may be transferred as follows, and the transferee thereof admitted as a substitute Member: (a) by inter vivos gift, or by testamentary transfer to any spouse, parent, sibling, in-law, child or grandchild of the Member, or to a trust for the benefit of the Member or such spouse, parent, sibling, in-law, child or grandchild of the Member; or (b) to any Affiliate of the Member so long as such Affiliate is majority owned and controlled by such Member; it being agreed that, in executing this Agreement, each Member has consented to such transfers.
Family and Affiliate Transfers. The Membership Interest of any Member may be Transferred by such Member, subject to compliance with Section 7.2, upon consent of the Board, which shall not be unreasonably withheld, (i) by inter vivos gift or by testamentary transfer to any spouse, parent, sibling, in-law, child, grandchild or domestic partner (meeting the requirements of Section 297 of the California Family Code) of the Member, or to a trust for the benefit of the Member or such spouse, parent, sibling, in-law, child, grandchild or domestic partner of the Member, or (ii) to any Affiliate of the Member (a “Permitted Transfer”); it being agreed that in executing this Agreement, each Member has consented to such Transfers. The management rights of a Board Member shall be personal to the Board Member and shall not pass to, or be assignable to, the Board Member’s estate, heirs, successors or assigns. A Founding Member may make a Permitted Transfer of his, her or its Membership Interest pursuant to this Section 7.4; provided, however, that such Transfer will only transfer the Membership Interest of the Founding Member. A permitted transferee of a Founding Member will be admitted as a substitute Member in place of the transferring Founding Member, but will not succeed to any of the Founding Member’s management rights or obligations as a Board Member. The Founding Member will remain a Board Member, without any rights or obligations attendant to the Membership Interest transferred, but will retain all rights and obligations as a Board Member.
