Common use of Limitations on Ownership Clause in Contracts

Limitations on Ownership. (a) Commencing on the Registration Date and for so long as the Company Controls, directly or indirectly, its Subsidiary, MEMX LLC, except as provided in Sections 3.5(b)(i) and 3.5(b)(ii): (i) No Person, either alone or together with its Related Persons, may own, directly or indirectly, of record or beneficially, Units constituting more than forty percent (40%) of any class of Units; (ii) No Exchange Member, either alone or together with its Related Persons, may own, directly or indirectly, of record or beneficially, Units constituting more than twenty percent (20%) of any class of Units; and (iii) No Person, either alone or together with its Related Persons, at any time may, directly, indirectly or pursuant to any voting trust, agreement, plan or other arrangement, vote or cause the voting of Units or give any consent or proxy with respect to Units representing more than twenty percent (20%) of the voting power of the then issued and outstanding Units, nor may any Person, either alone or together with its Related Persons, enter into any agreement, plan or other arrangement with any other Person, either alone or together with its Related Persons, under circumstances that would result in the Units that are subject to such agreement, plan or other arrangement not being voted on any matter or matters or any proxy relating thereto being withheld, where the effect of such agreement, plan or other arrangement would be to enable any Person, either alone or together with its Related Persons, to vote, possess the right to vote or cause the voting of Units which would represent more than twenty percent (20%) of such voting power. The parties hereto acknowledge that none of the Members shall be deemed to be in breach of this Section 3.5(a) if such Member is in violation of the limitations set forth above as a result of an action by any other Person (other than such Member or such Member’s Affiliates) (including, for the avoidance of doubt, any transfer or surrender of Units by another Member or a redemption of Units by the Company). (b) Commencing on the Registration Date and for so long as the Company shall Control, directly or indirectly, MEMX LLC, subject to Sections 3.5(c) and 3.5(d): (i) The limitations in Sections 3.5(a)(i) and 3.5(a)(iii) above shall not apply in the case of any class of Units that does not have the right by its terms to nominate any Directors or vote on other matters that may require the approval of the holders of voting Units of the Company, if any (other than matters affecting the rights, preferences or privileges of said class of Units); and (ii) The limitations in Sections 3.5(a)(i) and 3.5(a)(iii) above (except with respect to Exchange Members and their Related Persons) may be waived by the Board pursuant to a resolution duly adopted by the Board by Supermajority Board Vote, if, in connection with the taking of such action, the Board adopts a resolution stating that it is the determination of such Board that such action shall not impair the ability of MEMX LLC, to carry out its functions and responsibilities as an “exchange” under the Exchange Act, and the rules and regulations promulgated thereunder; that it is otherwise in the best interests of the Company, its members and MEMX LLC, and that it shall not impair the ability of the SEC to enforce the Exchange Act and the rules and regulations promulgated thereunder, and such resolution shall not be effective until it is filed with and approved by the SEC. In making the determinations referred to in the immediately preceding sentence, the Board may impose on the Person in question and its Related Persons such conditions and restrictions as it may in its sole discretion deem necessary, appropriate or desirable in furtherance of the objectives of the Exchange Act and the rules and regulations promulgated thereunder, and the governance of MEMX LLC. (c) Notwithstanding Sections 3.5(b)(i) and 3.5(b)(ii) above, in any case where a Person, either alone or together with its Related Persons, would own or vote more than any of the above percentage limitations upon consummation of any proposed sale, assignment or transfer of the Units, such sale, assignment or transfer shall not become effective until the Board shall have determined, by resolution, that such Person and its Related Persons are not subject to any applicable “statutory disqualification” (within the meaning of Section 3(a)(39) of the Exchange Act). (d) Notwithstanding Sections 3.5(b)(i) and 3.5(b)(ii) above, and without giving effect to the same, any Person that either alone or together with its Related Persons proposes to own, directly or indirectly, of record or beneficially, Units constituting more than forty percent (40%) of the outstanding Units of any class, or to exercise voting rights, or grant any proxies or consents with respect to Units constituting more than twenty percent (20%) of the voting power of the then issued and outstanding Units, shall have delivered to the Board of Directors a notice in writing, not less than forty-five (45) days (or any shorter period to which said Board shall expressly consent) before the proposed ownership of such Units, or the proposed exercise of said voting rights or the granting of said proxies or consents, of its intention to do so.

Limitations on Ownership. (a) Commencing on the Registration Date and for so long as the Company Controls, directly or indirectly, its Subsidiary, MEMX LLC, except as provided in Sections 3.5(b)(i) and 3.5(b)(ii): (i) No Person, either alone or together with its Related Persons, may own, directly or indirectly, of record or beneficially, Units constituting more than forty percent (40%) of any class of Units; (ii) No Exchange Member, either alone or together with its Related Persons, may own, directly or indirectly, of record or beneficially, Units constituting more than twenty percent (20%) of any class of Units; and (iii) No Person, either alone or together with its Related Persons, at any time may, directly, indirectly or pursuant to any voting trust, agreement, plan or other arrangement, vote or cause the voting of Units or give any consent or proxy with respect to Units representing more than twenty percent (20%) of the voting power of the then issued and outstanding Units, nor may any Person, either alone or together with its Related Persons, enter into any agreement, plan or other arrangement with any other Person, either alone or together with its Related Persons, under circumstances that would result in the Units that are subject to such agreement, plan or other arrangement not being voted on any matter or matters or any proxy relating thereto being withheld, where the effect of such agreement, plan or other arrangement would be to enable any Person, either alone or together with its Related Persons, to vote, possess the right to vote or cause the voting of Units which would represent more than twenty percent (20%) of such voting power. The parties hereto acknowledge that none of the Members shall be deemed to be in breach of this Section 3.5(a) if such Member is in violation of the limitations set forth above as a result of an action by any other Person (other than such Member or such Member’s Affiliates) (including, for the avoidance of doubt, any transfer or surrender of Units by another Member or a redemption of Units by the Company). (b) Commencing on the Registration Date and for so long as the Company shall Control, directly or indirectly, MEMX LLC, subject to Sections 3.5(c) and 3.5(d): (i) The limitations in Sections 3.5(a)(i) and 3.5(a)(iii) above shall not apply in the case of any class of Units that does not have the right by its terms to nominate any Directors or vote on other matters that may require the approval of the holders of voting Units of the Company, if any (other than matters affecting the rights, preferences or privileges of said class of Units); and (ii) The limitations in Sections 3.5(a)(i) and 3.5(a)(iii) above (except with respect to Exchange Members and their Related Persons) may be waived by the Board pursuant to a resolution duly adopted by the Board by Supermajority Board Vote, if, in connection with the taking of such action, the Board adopts a resolution stating that it is the determination of such Board that such action shall not impair the ability of MEMX LLC, to carry out its functions and responsibilities as an “exchange” under the Exchange Act, and the rules and regulations promulgated thereunder; that it is otherwise in the best interests of the Company, its members and MEMX LLC, and that it shall not impair the ability of the SEC to enforce the Exchange Act and the rules and regulations promulgated thereunder, and such resolution shall not be effective until it is filed with and approved by the SEC. In making the determinations referred to in the immediately preceding sentence, the Board may impose on the Person in question and its Related Persons such conditions and restrictions as it may in its sole discretion deem necessary, appropriate or desirable in furtherance of the objectives of the Exchange Act and the rules and regulations promulgated thereunder, and the governance of MEMX LLC. (c) Notwithstanding Sections 3.5(b)(i) and 3.5(b)(ii) above, in any case where a Person, either alone or together with its Related Persons, would own or vote more than any of the above percentage limitations upon consummation of any proposed sale, assignment or transfer of the Units, such sale, assignment or transfer shall not become effective until the Board shall have determined, by resolution, that such Person and its Related Persons are not subject to any applicable “statutory disqualification” (within the meaning of Section 3(a)(39) of the Exchange Act). (d) Notwithstanding Sections 3.5(b)(i) and 3.5(b)(ii) above, and without giving effect to the same, any Person that either alone or together with its Related Persons proposes to own, directly or indirectly, of record or beneficially, Units constituting more than forty percent (40%) of the outstanding Units of any class, or to exercise voting rights, or grant any proxies or consents with respect to Units constituting more than twenty percent (20%) of the voting power of the then issued and outstanding Units, shall have delivered to the Board of Directors a notice in writing, not less than forty-five (45) days (or any shorter period to which said Board shall expressly consent) before the proposed ownership of such Units, or the proposed exercise of said voting rights or the granting of said proxies or consents, of its intention to do so. (e) Notwithstanding anything in this Agreement to the contrary, the provisions of this Agreement shall be construed in a manner such that the Class C Units, the Class D Units and the Common Units together shall be treated as a single class of securities for purposes of this Section 3.5 and Section 3.8.

Limitations on Ownership. (a) Commencing on the Registration Date and for so long as the Company Controls, directly or indirectly, its Subsidiary, MEMX LLC, except as provided in Sections 3.5(b)(i) and 3.5(b)(ii): (i) No Person, either alone or together with its Related Persons, may own, directly or indirectly, of record or beneficially, Units constituting more than forty percent (40%) of any class of Units; (ii) No Exchange Member, either alone or together with its Related Persons, may own, directly or indirectly, of record or beneficially, Units constituting more than twenty percent (20%) of any class of Units; and (iii) No Person, either alone or together with its Related Persons, at any time may, directly, indirectly or pursuant to any voting trust, agreement, plan or other arrangement, vote or cause the voting of Units or give any consent or proxy with respect to Units representing more than twenty percent (20%) of the voting power of the then issued and outstanding Units, nor may any Person, either alone or together with its Related Persons, enter into any agreement, plan or other arrangement with any other Person, either alone or together with its Related Persons, under circumstances that would result in the Units that are subject to such agreement, plan or other arrangement not being voted on any matter or matters or any proxy relating thereto being withheld, where the effect of such agreement, plan or other arrangement would be to enable any Person, either alone or together with its Related Persons, to vote, possess the right to vote or cause the voting of Units which would represent more than twenty percent (20%) of such voting power. The parties hereto acknowledge that none of the Members shall be deemed to be in breach of this Section 3.5(a) if such Member is in violation of the limitations set forth above as a result of an action by any other Person (other than such Member or such Member’s Affiliates) (including, for the avoidance of doubt, any transfer or surrender of Units by another Member or a redemption of Units by the Company). (b) Commencing on the Registration Date and for so long as the Company shall Control, directly or indirectly, MEMX LLC, subject to Sections 3.5(c) and 3.5(d): (i) The limitations in Sections 3.5(a)(i) and 3.5(a)(iii) above shall not apply in the case of any class of Units that does not have the right by its terms to nominate any Directors or vote on other matters that may require the approval of the holders of voting Units of the Company, if any (other than matters affecting the rights, preferences or privileges of said class of Units); and (ii) The limitations in Sections 3.5(a)(i) and 3.5(a)(iii) above (except with respect to Exchange Members and their Related Persons) may be waived by the Board pursuant to a resolution duly adopted by the Board by Supermajority Board Vote, if, in connection with the taking of such action, the Board adopts a resolution stating that it is the determination of such Board that such action shall not impair the ability of MEMX LLC, to carry out its functions and responsibilities as an “exchange” under the Exchange Act, and the rules and regulations promulgated thereunder; that it is otherwise in the best interests of the Company, its members and MEMX LLC, and that it shall not impair the ability of the SEC to enforce the Exchange Act and the rules and regulations promulgated thereunder, and such resolution shall not be effective until it is filed with and approved by the SEC. In making the determinations referred to in the immediately preceding sentence, the Board may impose on the Person in question and its Related Persons such conditions and restrictions as it may in its sole discretion deem necessary, appropriate or desirable in furtherance of the objectives of the Exchange Act and the rules and regulations promulgated thereunder, and the governance of MEMX LLC. (c) Notwithstanding Sections 3.5(b)(i) and 3.5(b)(ii) above, in any case where a Person, either alone or together with its Related Persons, would own or vote more than any of the above percentage limitations upon consummation of any proposed sale, assignment or transfer of the Units, such sale, assignment or transfer shall not become effective until the Board shall have determined, by resolution, that such Person and its Related Persons are not subject to any applicable “statutory disqualification” (within the meaning of Section 3(a)(39) of the Exchange Act). (d) Notwithstanding Sections 3.5(b)(i) and 3.5(b)(ii) above, and without giving effect to the same, any Person that either alone or together with its Related Persons proposes to own, directly or indirectly, of record or beneficially, Units constituting more than forty percent (40%) of the outstanding Units of any class, or to exercise voting rights, or grant any proxies or consents with respect to Units constituting more than twenty percent (20%) of the voting power of the then issued and outstanding Units, shall have delivered to the Board of Directors a notice in writing, not less than forty-five (45) days (or any shorter period to which said Board shall expressly consent) before the proposed ownership of such Units, or the proposed exercise of said voting rights or the granting of said proxies or consents, of its intention to do so.