Common use of Managing Member Transfer Clause in Contracts

Managing Member Transfer. The Managing Member shall not withdraw from the Company and shall not sell, assign, pledge, encumber or otherwise dispose of all or any portion of its Units without (i) the Consent of the Holders of Common Units; and (ii) the consent of the holders of at least fifty-one percent (51%) of the outstanding Series A Preferred Units, which consent may not be unreasonably withheld (except that the Managing Member may sell, assign or transfer its interest to an Affiliate without the consent of the Members). Upon any transfer of Units in accordance with the provisions of this Section 8.1, the transferee Managing Member shall become vested with the powers and rights of the transferor Managing Member, and shall be liable for all obligations and responsible for all duties of the Managing Member, once such transferee has executed such instruments as may be necessary to effectuate such admission and to confirm the agreement of such transferee to be bound by all the terms and provisions of this Agreement with respect to the Units so acquired. It is a condition to any transfer otherwise permitted hereunder that the transferee assumes by operation of law or express agreement all of the obligations of the transferor Managing Member under this Agreement with respect to such transferred Units and no such transfer (other than pursuant to a statutory merger or consolidation wherein all obligations and liabilities of the transferor Managing Member are assumed by a successor corporation by operation of law) shall relieve the transferor Managing Member of its obligations under this Agreement without the Consent of the Holders of the Common Units, in their reasonable discretion. In the event the Managing Member withdraws from the Company, in violation of this Agreement or otherwise, or dissolves or terminates or upon the Bankruptcy of the Managing Member, a Majority in Interest of the Common Units and the holders of at least fifty-one percent (51%) of the outstanding Series A Preferred Units, voting separately as separate classes, may elect to continue the Company business by selecting a substitute Managing Member.

Managing Member Transfer. a. The Managing Member may Transfer its interest in the Operating Company to an Affiliate of the Managing Member without the approval of the Unit Holders. Other than Transfers to an Affiliate of the Managing Member, the Managing Member shall not withdraw from the Company and shall not sell, assign, pledge, encumber or otherwise dispose of Transfer all or any portion of its Units without interest in the Operating Company (i) or any economic interest therein), and no Transfer other than to an Affiliate shall be registered by the Consent Operating Company; provided, that nothing in this Agreement shall preclude changes in the composition of the Holders of Common Units; and (ii) members constituting the consent of the holders of at least fifty-one percent (51%) of the outstanding Series A Preferred Units, which consent may not be unreasonably withheld (except limited liability company that is the Managing Member may sell(and, assign or transfer its interest to an Affiliate without the consent except as otherwise provided in § 11.1, no such changes shall cause a dissolution of the Members). Operating Company) so long as REICG has control thereof; provided further, that such limited liability company may be reconstituted from the limited liability company form to the partnership form, the general partnership form, the corporate form, or other legal form of organization or vice versa, so long as REICG has control of the reconstituted entity. b. Upon any transfer of Units Transfer in accordance with the provisions of this Section 8.1§ 9.1, the transferee Managing Member shall become vested with the powers and rights of the transferor Managing Member, and shall be liable for all obligations and responsible for all duties of the Managing Member, once such transferee has executed such instruments as may be necessary to effectuate such admission and to confirm the agreement of such transferee to be bound by all the terms and provisions of this Agreement with respect to Agreement. There shall only be one Managing Member of the Units so acquired. Operating Company at any given time. c. It is a condition to any transfer Transfer otherwise permitted hereunder that the transferee assumes by operation of law or express agreement all of the obligations of the transferor Managing Member under this Agreement and any side letter with a Unit Holder with respect to such transferred Units Transferred interest in the Operating Company and no such transfer Transfer (other than pursuant to a statutory merger or consolidation wherein all obligations and liabilities of the transferor Managing Member are assumed by a successor corporation or other Person by operation of law) shall relieve the transferor Managing Member of its obligations under this Agreement without the Consent of the Holders of the Common Units, in their reasonable discretion. In the event the Managing Member withdraws from the Company, in violation of this Agreement or otherwise, or dissolves or terminates or upon the Bankruptcy of the Managing Member, a Majority in Interest of the Common Units and the holders of at least fifty-one percent (51%) of the outstanding Series A Preferred Units, voting separately as separate classes, may elect to continue the Company business by selecting a substitute Managing MemberAgreement.