Member Transfers. (a) Except as otherwise agreed to in writing between the Managing Member and the applicable Member and reflected in the books and records of the Company, no Member or Assignee thereof may Transfer (including pursuant to an Exchange Transaction) all or any portion of its Units or other interest in the Company (or beneficial interest therein) without the prior consent of the Managing Member, which consent may be given or withheld, or made subject to such conditions (including, without limitation, the receipt of such legal opinions and other documents that the Managing Member may require) as are determined by the Managing Member, in each case in the Managing Member’s sole discretion, and which consent may be in the form of a plan or program entered into or approved by the Managing Member, in its sole discretion. Any such determination in the Managing Member’s discretion in respect of Units shall be final and binding. Such determinations need not be uniform and may be made selectively among Members, whether or not such Members are similarly situated, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. Any purported Transfer of Units that is not in accordance with, or subsequently violates, this Agreement shall be, to the fullest extent permitted by law, null and void. (b) Notwithstanding the foregoing, the parties hereto agree that the Managing Member shall not unreasonably withhold consent to any Transfer of Units (i) by will or intestacy; (ii) as a bona fide gift or gifts; (iii) to any trust, partnership, limited liability company or other entity for the direct or indirect benefit of the holder or the immediate family of such holder; (iv) to any immediate family member or other dependent of the holder; (v) as a distribution to limited partners, members or stockholders of the holder; (vi) to the holder’s affiliates or to any investment fund or other entity controlled or managed by the holder; (vii) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under the foregoing clauses (i) through (vi); or (viii) pursuant to an order of a court or regulatory agency. (c) Notwithstanding anything otherwise to the contrary in this Section 8.02, each Member may Transfer Units in Exchange Transactions pursuant to, and in accordance with, the Exchange Agreement; provided that such Exchange Transactions shall be effected in compliance with policies that the Managing Member may adopt or promulgate from time to time (including policies requiring the use of designated administrators or brokers) in its sole discretion; provided further that prior to the fifth anniversary of the date hereof, no Member may Transfer, without the prior consent of the Managing Member, any shares of Class A common stock of the Managing Member received by such Member in exchange for Units pursuant to an Exchange Transaction. Notwithstanding the foregoing, from and after the third and fourth anniversaries of the date hereof, each Member may Transfer shares of Class A common stock of the Managing Member, which shares were received by such Member in exchange for Units pursuant to Exchange Transactions, representing no more than 33 1/3% and 66 2/3%, respectively, of the Units held by such Member on the date hereof, without the prior consent of the Managing Member. (d) Notwithstanding anything otherwise to the contrary in this Section 8.02, a Personal Planning Vehicle of a Member may Transfer Units: (i) to the donor thereof; (ii) if the Personal Planning Vehicle is a grantor retained annuity trust and the trustee(s) of such grantor retained annuity trust is obligated to make one or more distributions to the donor of the grantor retained annuity trust, the estate of the donor of the grantor retained annuity trust, the spouse of the donor of the grantor retained annuity trust or the estate of the spouse of the donor of the grantor retained annuity trust, to any such Persons; or (iii) upon the death of such Member, to the spouse of such Member or a trust for which a deduction under Section 2056 or 2056A (or any successor provisions) of the Code may be sought.
Appears in 2 contracts
Samples: Limited Liability Company Agreement, Limited Liability Company Agreement (Medley Management Inc.)
Member Transfers. (a) Except as otherwise agreed to in writing between the Managing Member and the applicable Member and reflected in the books and records of the CompanyCompany or as otherwise provided in this Article VIII, no Member or Assignee thereof may Transfer (including pursuant to an Exchange Transaction) all or any portion of its Units or other interest in the Company (or beneficial interest therein) without the prior consent of the Managing Member, which consent may be given or withheld, or made subject to such conditions (including, without limitation, the receipt of such legal opinions and other documents that the Managing Member may require) as are determined by the Managing Member, in each case in the Managing Member’s sole discretion, and which consent may be in the form of a plan or program entered into or approved by the Managing Member, in its sole discretion. Any such determination in the Managing Member’s discretion in respect of Units shall be final and binding. Such determinations need not be uniform and may be made selectively among Members, whether or not such Members are similarly situated, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. Any purported Transfer of Units that is not in accordance with, or subsequently violates, this Agreement shall be, to the fullest extent permitted by law, null and void.
(b) Notwithstanding anything otherwise to the foregoingcontrary in this Section 8.01, without the parties hereto agree that consent of the Managing Member shall not unreasonably withhold consent to or any other Person, each Member that is a Stockholder Party may Transfer all or any portion of its Units (i) by will or intestacy; (ii) as in a bona fide gift or gifts; (iii) to any trustTransfer that complies with Section 8.04, partnership, limited liability company or other entity for unless the direct or indirect benefit of the holder or the immediate family of such holder; (iv) to any immediate family member or other dependent of the holder; (v) as a distribution to limited partners, members or stockholders of the holder; (vi) to the holder’s affiliates or to any investment fund or other entity controlled or managed by the holder; (vii) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under the foregoing clauses (i) through (vi); or (viii) pursuant to an order of a court or regulatory agencyManaging Member timely and reasonably objects in accordance with Section 8.04.
(c) Notwithstanding anything otherwise to the contrary in this Section 8.028.01, each Member may Transfer Units in Exchange Transactions pursuant to, and in accordance with, the Exchange Agreement; provided that in the case of any Member other than a Stockholder Party, such Exchange Transactions shall be effected in compliance with reasonable policies that the Managing Member may adopt or promulgate from time to time (including policies requiring the use of designated administrators or brokers) in its sole discretion; provided further that prior to the fifth anniversary of the date hereof, no Member may Transfer, without the prior consent of the Managing Member, any shares of Class A common stock of the Managing Member received by such Member in exchange for Units pursuant to an Exchange Transaction. Notwithstanding the foregoing, from and after the third and fourth anniversaries of the date hereof, each Member may Transfer shares of Class A common stock of the Managing Member, which shares were received by such Member in exchange for Units pursuant to Exchange Transactions, representing no more than 33 1/3% and 66 2/3%, respectively, of the Units held by such Member on the date hereof, without the prior consent of the Managing Member.
(d) Notwithstanding anything otherwise to the contrary in this Section 8.028.01, a Personal Planning Vehicle of a the Managing Member may implement policies and procedures to permit the Transfer Units: (i) to of Units by the donor thereof; (ii) if other Members for personal planning purposes and any such Transfer effected in compliance with such policies and procedures shall not require the Personal Planning Vehicle is a grantor retained annuity trust and the trustee(s) of such grantor retained annuity trust is obligated to make one or more distributions to the donor prior consent of the grantor retained annuity trust, the estate of the donor of the grantor retained annuity trust, the spouse of the donor of the grantor retained annuity trust or the estate of the spouse of the donor of the grantor retained annuity trust, to any such Persons; or (iii) upon the death of such Managing Member, to the spouse of such Member or a trust for which a deduction under Section 2056 or 2056A (or any successor provisions) of the Code may be sought.
Appears in 2 contracts
Samples: Limited Liability Company Agreement, Limited Liability Company Agreement (Vista Proppants & Logistics Inc.)
Member Transfers. (a) Except as otherwise agreed to in writing between the Managing Member Manager and the applicable Member and reflected in the books and records of the Company, no Member or Assignee thereof may Transfer (including pursuant to an Exchange Transaction) all or any portion of its Units or other interest in the Company (or beneficial interest therein) without the prior consent of the Managing MemberManager, which consent may be given or withheld, or made subject to such conditions (including, without limitation, the receipt of such legal opinions and other documents that the Managing Member Manager may require) as are determined by the Managing MemberManager, in each case in the Managing MemberManager’s sole discretion, and which consent may be in the form of a plan or program entered into or approved by the Managing MemberManager, in its sole discretion. Any such determination in the Managing MemberManager’s discretion in respect of Units shall be final and binding. Such determinations need not be uniform and may be made selectively among Members, whether or not such Members are similarly situated, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. Any purported Transfer of Units that is not in accordance with, or subsequently violates, this Agreement shall be, to the fullest extent permitted by law, null and void.
(b) Notwithstanding the foregoing, the parties hereto agree that the Managing Member Manager shall not unreasonably withhold consent to any Transfer of Units (i) by will or intestacy; (ii) as a bona fide gift or gifts; (iii) to any trust, partnership, limited liability company or other entity for the direct or indirect benefit of the holder or the immediate family of such holder; (iv) to any immediate family member or other dependent of the holder; (v) as a distribution to limited partners, members or stockholders of the holder; (vi) to the holder’s affiliates or to any investment fund or other entity controlled or managed by the holder; (vii) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under the foregoing clauses (i) through (vi); or (viii) pursuant to an order of a court or regulatory agency.
(c) Notwithstanding anything otherwise to the contrary in this Section 8.028.03, each Member may Transfer Units in Exchange Transactions pursuant to, and in accordance with, the Exchange Agreement; provided that such Exchange Transactions shall be effected in compliance with policies that the Managing Member Manager may adopt or promulgate from time to time (including policies requiring the use of designated administrators or brokers) in its sole discretion; provided further that prior to the fifth anniversary of the date hereof, no Member may Transfer, without the prior consent of the Managing Member, any shares of Class A common stock of the Managing Member received by such Member in exchange for Units pursuant to an Exchange Transaction. Notwithstanding the foregoing, from and after the third and fourth anniversaries of the date hereof, each Member may Transfer shares of Class A common stock of the Managing Member, which shares were received by such Member in exchange for Units pursuant to Exchange Transactions, representing no more than 33 1/3% and 66 2/3%, respectively, of the Units held by such Member on the date hereof, without the prior consent of the Managing Member.
(d) Notwithstanding anything otherwise to the contrary in this Section 8.028.03, a Personal Planning Vehicle of a Member may Transfer Units: (i) to the donor thereof; (ii) if the Personal Planning Vehicle is a grantor retained annuity trust and the trustee(s) of such grantor retained annuity trust is obligated to make one or more distributions to the donor of the grantor retained annuity trust, the estate of the donor of the grantor retained annuity trust, the spouse of the donor of the grantor retained annuity trust or the estate of the spouse of the donor of the grantor retained annuity trust, to any such Persons; or (iii) upon the death of such Member, to the spouse of such Member or a trust for which a deduction under Section 2056 or 2056A (or any successor provisions) of the Code may be sought.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Medley Management Inc.), Limited Liability Company Agreement (Medley LLC)
Member Transfers. (a) Except as otherwise agreed to in writing between the Managing Member Board and the applicable Member and reflected in the books and records Schedule of the CompanyMembers or as otherwise expressly provided in this Article VIII, no Member or Assignee thereof may Transfer (including pursuant to an Exchange Transaction) all or any portion of its Units or other interest in the Company securities (or beneficial interest therein) without the prior consent of the Managing MemberBoard, which consent may be given or withheld, or made subject to such conditions (including, without limitation, the receipt of such legal opinions and other documents that the Managing Member Board may require) as are determined by the Managing MemberBoard, in each case case, in the Managing MemberBoard’s sole discretion, and which consent may be in the form of a plan or program entered into or approved by the Managing MemberBoard, in its sole discretion. Any such determination in the Managing MemberBoard’s discretion in respect of the Transfer of Units shall or other Company securities shall, to the fullest extent permitted by applicable Law, be final and binding. Such determinations need not be uniform and may be made selectively among Members, whether or not such Members are similarly situated, and shall shall, to the fullest extent permitted by applicable Law, not constitute the breach by any Manager of this Agreement or of any duty (including any fiduciary duty) hereunder or otherwise existing at law, in equity or otherwise. Any purported Transfer of Units that is not in accordance with, or subsequently violates, this Agreement shall be, to the fullest extent permitted by lawapplicable Law, null and void.
(b) Notwithstanding the foregoing, the parties hereto agree that the Managing Member Board shall not unreasonably withhold its prior consent to any Transfer of Units Units: (i) by will or intestacy; (ii) as a bona fide gift or gifts; (iii) to any trust, partnership, limited liability company or other entity for the direct or indirect benefit of the holder Member or Assignee or the immediate family of such holderMember or Assignee; (iv) to any immediate family member or other dependent of the holderMember or Assignee; (v) as a distribution to limited partners, members or stockholders of the holderMember or Assignee; (vi) to the holderMember’s affiliates or Assignee’s Affiliates or to any investment fund or other entity controlled or managed by the holderMember or Assignee; (vii) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under the foregoing clauses (i) through (vi); or (viii) pursuant to an order of a court or regulatory agencyagency to which the Member or Assignee or the Member’s or Assignee’s Unit are subject.
(c) Notwithstanding anything otherwise to the contrary in this Section 8.028.03, without the consent of the Board or any other Person, each Member that is a Principal Stockholder may Transfer or otherwise create an Encumbrance with respect to all or any portion of its Units in a Transfer not in violation of Section 8.06(b).
(d) Notwithstanding anything otherwise to the contrary in this Section 8.03, each Member may Transfer Vested Units that are vested as of the date of such Exchange Transaction in an Exchange Transactions Transaction pursuant to, and in accordance with, the Exchange Agreement; provided , including, for clarity, that in the case of any Member other than a Principal Stockholder, such Exchange Transactions Transaction shall be effected in compliance with reasonable policies that the Managing Member Board may adopt or promulgate from time to time (including policies requiring the use of designated administrators or brokers) in its sole discretion; provided further that prior to the fifth anniversary of the date hereof, no Member may Transfer, without the prior consent of the Managing Member, any shares of Class A common stock of the Managing Member received by such Member in exchange for Units pursuant to an Exchange Transaction. Notwithstanding the foregoing, from and after the third and fourth anniversaries of the date hereof, each Member may Transfer shares of Class A common stock of the Managing Member, which shares were received by such Member in exchange for Units pursuant to Exchange Transactions, representing no more than 33 1/3% and 66 2/3%, respectively, of the Units held by such Member on the date hereof, without the prior consent of the Managing Member.
(de) Notwithstanding anything otherwise to the contrary in this Section 8.028.03, a Personal Planning Vehicle the Board may implement policies and procedures to permit the Transfer of a Member may Units by the Members for personal planning purposes and any such Transfer Units: (i) to effected in compliance with such policies and procedures shall not require the donor thereof; (ii) if the Personal Planning Vehicle is a grantor retained annuity trust and the trustee(s) of such grantor retained annuity trust is obligated to make one or more distributions to the donor prior consent of the grantor retained annuity trust, the estate of the donor of the grantor retained annuity trust, the spouse of the donor of the grantor retained annuity trust or the estate of the spouse of the donor of the grantor retained annuity trust, to any such Persons; or (iii) upon the death of such Member, to the spouse of such Member or a trust for which a deduction under Section 2056 or 2056A (or any successor provisions) of the Code may be soughtBoard.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Finance of America Companies Inc.), Transaction Agreement (Replay Acquisition Corp.)
Member Transfers. (a) Except as otherwise agreed to in writing between the Managing Member and the applicable Member and reflected in the books and records of the CompanyCompany or as otherwise provided in this Article VIII, no Member or Assignee thereof may Transfer (including pursuant to an Exchange Transaction) all or any portion of its Units or other interest in the Company (or beneficial interest therein) without the prior consent of the Managing Member, which consent may be given or withheld, or made subject to such conditions (including, without limitation, the receipt of such legal opinions and other documents that the Managing Member may require) as are determined by the Managing Member, in each case in the Managing Member’s sole discretion, and which consent may be in the form of a plan or program entered into or approved by the Managing Member, in its sole discretion. Any such determination in the Managing Member’s sole discretion in respect of Units shall be final and binding. Such determinations need not be uniform and may be made selectively among Members, whether or not such Members are similarly situated, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. Any purported Transfer of Units that is not in accordance with, or subsequently violates, this Agreement shall be, to the fullest extent permitted by law, null and void. If a Member transfers all or a portion of its Class A Units to a transferee in compliance with this Agreement, the Member shall surrender a number of shares of Class V Common Stock to the Managing Member equal to the number of transferred Class A Units, such shares of Class V Common Stock will be immediately cancelled, and the Managing Member shall issue the same number of shares of Class V Common Stock to such transferee upon its admittance to the Company as a Class A Member.
(b) Notwithstanding anything otherwise to the foregoingcontrary in this Section 8.01, without the parties hereto agree that consent of the Managing Member shall not unreasonably withhold consent to or any Transfer of Units (i) by will or intestacy; (ii) as other Person, each Member that is a bona fide gift or gifts; (iii) to any trust, partnership, limited liability company or other entity for the direct or indirect benefit Member holding at least 5% of the holder Class A Percentage Interest may Transfer all or any portion of its Class A Units in a Transfer that complies with Section 8.04, unless the immediate family Managing Member timely and reasonably objects in accordance with Section 8.04, so long as such transfer does not increase the number of such holder; (iv) to any immediate family member or other dependent Members of the holder; (v) as a distribution to limited partners, members or stockholders of the holder; (vi) to the holder’s affiliates or to any investment fund or other entity controlled or managed by the holder; (vii) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under the foregoing clauses (i) through (vi); or (viii) pursuant to an order of a court or regulatory agencyCompany.
(c) Notwithstanding anything otherwise to the contrary in this Section 8.028.01, each Member may Transfer Units in Exchange Transactions pursuant to, and in accordance with, the Exchange Agreement; provided that in the case of any Member other than a Member holding at least 5% of the Class A Percentage Interest, that such Exchange Transactions shall be effected in compliance with reasonable policies that the Managing Member may adopt or promulgate from time to time and advise the Members of in writing (including policies requiring the use of designated administrators or brokers) in its sole reasonable discretion; provided further provided, further, that prior if such policies conflict with the terms of the Exchange Agreement, the provisions of the Exchange Agreement shall apply in lieu thereof to any Exchange Transaction to the fifth anniversary extent of the date hereof, no Member may Transfer, without the prior consent of the Managing Member, any shares of Class A common stock of the Managing Member received by such Member in exchange for Units pursuant to an Exchange Transaction. Notwithstanding the foregoing, from and after the third and fourth anniversaries of the date hereof, each Member may Transfer shares of Class A common stock of the Managing Member, which shares were received by such Member in exchange for Units pursuant to Exchange Transactions, representing no more than 33 1/3% and 66 2/3%, respectively, of the Units held by such Member on the date hereof, without the prior consent of the Managing Memberconflict.
(d) Notwithstanding anything otherwise to the contrary in this Section 8.028.01, a Personal Planning Vehicle of a (i) an individual Member may Transfer Units: (i) all or any portion of his or her Units without consideration to the donor thereof; any member of his or her Family Group or (ii) if the Personal Planning Vehicle is a grantor retained annuity trust and the trustee(s) any Affiliate of such grantor retained annuity trust is obligated to make one Member (including any partner, shareholder or more distributions to member controlling or under common control with such Member and Affiliated investment fund or vehicle of such Member), but excluding any Affiliate under this clause (ii) who operates or engages in a business which competes with the donor business of the grantor retained annuity trust, the estate of the donor of the grantor retained annuity trust, the spouse of the donor of the grantor retained annuity trust Managing Member or the estate of the spouse of the donor of the grantor retained annuity trustCompany, to any such Persons; or in each case, in a Transfer that complies with Section 8.04 and (iii) upon the death Managing Member may implement other policies and procedures to permit the Transfer of Units by the other Members for personal planning purposes and any such Member, to Transfer effected in compliance with such policies and procedures shall not require the spouse of such Member or a trust for which a deduction under Section 2056 or 2056A (or any successor provisions) prior consent of the Code may be soughtManaging Member.
Appears in 1 contract
Member Transfers. (a) Except as otherwise agreed to in writing between the Managing Member and the applicable Member and reflected in the books and records of the CompanyCompany or as otherwise provided in this Article VIII, no Member or Assignee thereof may Transfer (including pursuant to an Exchange Transaction) all or any portion of its Units or other interest in the Company (or beneficial interest therein) without the prior consent of the Managing Member, which consent may be given or withheld, or made subject to such conditions (including, without limitation, the receipt of such legal opinions and other documents that the Managing Member may require) as are determined by the Managing Member, in each case in the Managing Member’s sole discretion, and which consent may be in the form of a plan or program entered into or approved by the Managing Member, in its sole discretion. Any such determination in the Managing Member’s discretion in respect of Units shall be final and binding. Such determinations need not be uniform and may be made selectively among Members, whether or not such Members are similarly situated, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. Any purported Transfer of Units that is not in accordance with, or subsequently violates, this Agreement shall be, to the fullest extent permitted by law, null and void.
(b) Notwithstanding the foregoing, the parties hereto agree that the Managing Member shall not unreasonably withhold consent to any Transfer of Units (i) by will or intestacy; (ii) as a bona fide gift or gifts; (iii) to any trust, partnership, limited liability company or other entity for the direct or indirect benefit of the holder or the immediate family of such holder; (iv) to any immediate family member or other dependent of the holder; (v) as a distribution to limited partners, members or stockholders of the holder; (vi) to the holder’s affiliates or to any investment fund or other entity controlled or managed by the holder; (vii) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under the foregoing clauses (i) through (vi); or (viii) pursuant to an order of a court or regulatory agency.
(c) Notwithstanding anything otherwise to the contrary in this Section 8.028.03, without the consent of the Managing Member or any other Person, each Member that is a Blackstone Party may Transfer or otherwise create an Encumbrance with respect to all or any portion of its Units in a Transfer that complies with Section 8.06.
(d) Notwithstanding anything otherwise to the contrary in this Section 8.03, each Member may Transfer Vested Units in Exchange Transactions that are vested as of the date of such Exchange Transaction pursuant to, and in accordance with, the Exchange Agreement; provided that in the case of any Member other than a Stockholder Party, such Exchange Transactions Transaction shall be effected in compliance with reasonable policies that the Managing Member may adopt or promulgate from time to time (including policies requiring the use of designated administrators or brokers) in its sole discretion; provided further that prior to the fifth anniversary of the date hereof, no Member may Transfer, without the prior consent of the Managing Member, any shares of Class A common stock of the Managing Member received by such Member in exchange for Units pursuant to an Exchange Transaction. Notwithstanding the foregoing, from and after the third and fourth anniversaries of the date hereof, each Member may Transfer shares of Class A common stock of the Managing Member, which shares were received by such Member in exchange for Units pursuant to Exchange Transactions, representing no more than 33 1/3% and 66 2/3%, respectively, of the Units held by such Member on the date hereof, without the prior consent of the Managing Member.
(de) Notwithstanding anything otherwise to the contrary in this Section 8.028.03, a Personal Planning Vehicle of a the Managing Member may implement policies and procedures to permit the Transfer Units: (i) to of Units by the donor thereof; (ii) if other Members for personal planning purposes and any such Transfer effected in compliance with such policies and procedures shall not require the Personal Planning Vehicle is a grantor retained annuity trust and the trustee(s) of such grantor retained annuity trust is obligated to make one or more distributions to the donor prior consent of the grantor retained annuity trust, the estate of the donor of the grantor retained annuity trust, the spouse of the donor of the grantor retained annuity trust or the estate of the spouse of the donor of the grantor retained annuity trust, to any such Persons; or (iii) upon the death of such Managing Member, to the spouse of such Member or a trust for which a deduction under Section 2056 or 2056A (or any successor provisions) of the Code may be sought.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Alight Inc. / DE)
Member Transfers. (a) Except as otherwise agreed to in writing between the Managing Member and the applicable Member and reflected in the books and records of the CompanyCompany or as otherwise provided in this Article VIII, no Member or Assignee thereof may Transfer (including pursuant to an Exchange Transaction) all or any portion of its Units or other interest in the Company (or beneficial interest therein) without the prior consent of the Managing Member, which consent may be given or withheld, or made subject to such conditions (including, without limitation, including the receipt of such legal opinions and other documents that the Managing Member may require) as are determined by the Managing Member, in each case in the Managing Member’s sole discretion, and which consent may be in the form of a plan or program entered into or approved by the Managing Member, in its sole discretion. Any such determination in the Managing Member’s sole discretion in respect of Units shall be final and binding. Such determinations need not be uniform and may be made selectively among Members, whether or not such Members are similarly situated, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. Any purported Transfer of Units that is not in accordance with, or subsequently violates, this Agreement shall be, to the fullest extent permitted by law, null and void. If a Member Transfers all or a portion of its Common Units to a Transferee in compliance with this Agreement, the Member shall surrender a number of Class B Common Shares to the Managing Member equal to the number of transferred Common Units, such Class B Common Shares will be immediately cancelled, and the Managing Member shall issue the same number of Class B Common Shares to such Transferee upon its admittance to the Company as a Member.
(b) Notwithstanding the foregoing, the parties hereto agree that Except as otherwise agreed to in writing between the Managing Member shall not unreasonably withhold consent to and the applicable Member and reflected in the books and records of the Company, each Member hereby agrees and covenants that such Member will not, during the Lock-Up Period, Transfer any Transfer of Units (i) by will or intestacy; (ii) as a bona fide gift or gifts; (iii) to any trust, partnership, limited liability company or other entity for the direct or indirect benefit interests of the holder Company or any equity interests of Pubco (including any Class A Common Shares) received or retained as consideration under the immediate family Merger Agreement, including any securities held in escrow or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) (a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreement, such holder; (iv) purported Prohibited Transfer shall be null and void ab initio, and Pubco and the Company shall refuse to recognize any immediate family member or other dependent such purported transferee of the holder; (v) Restricted Securities as a distribution one of its equity holders for any purpose. In order to limited partnersenforce this Section 8.01(b), members or stockholders Pubco and the Company may impose stop-transfer instructions with respect to the Restricted Securities of each Member until the end of the holder; (vi) to Lock-Up Period, as well as include customary legends on any certificates for any of the holder’s affiliates or to any investment fund or other entity controlled or managed by Restricted Securities reflecting the holder; (vii) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible restrictions under the foregoing clauses (i) through (vi); or (viii) pursuant to an order of a court or regulatory agencythis Section 8.01.
(c) Notwithstanding anything otherwise to the contrary in this Agreement, following the conclusion of the Lock-Up Period, each Member that is a Member holding at least 2% of the Common Percentage Interest (excluding, for purposes of this calculation, Common Units then owned by the Managing Member or any Subsidiary of the Managing Member) may Transfer all or any portion of its Common Units in a Transfer that complies with Section 8.028.04, without the consent of the Managing Member or any other Person, so long as, to the extent the Company otherwise satisfies the requirements of Treasury Regulation Section 1.7704-1(h) (determined taking into account the rules of Treasury Regulations Section 1.7704-1(h)(3)) in such taxable year, such transfer does not increase the number of Members of the Company as determined in the sole discretion of the Managing Member.
(d) Notwithstanding anything otherwise to the contrary in this Agreement, following the conclusion of the Lock-Up Period, each Member may Transfer Units in Exchange Transactions pursuant to, and in accordance with, the Exchange Agreement; provided that in the case of any Member other than a Member holding at least 2% of the Common Percentage Interest (excluding, for purposes of this calculation, Common Units then owned by the Managing Member or any Subsidiary of the Managing Member), that such Exchange Transactions shall be effected in compliance with reasonable policies that the Managing Member may adopt or promulgate from time to time and advise the Members of in writing (including policies requiring the use of designated administrators or brokers) in its sole reasonable discretion; provided further provided, further, that prior if such policies conflict with the terms of the Exchange Agreement, the provisions of the Exchange Agreement shall apply in lieu thereof to any Exchange Transaction to the fifth anniversary extent of such conflict.
(e) Notwithstanding anything otherwise to the contrary in this Section 8.01, subject to the limitations set forth herein and the Company Voting and Support Agreement, an individual Member may Transfer all or any portion of his, her or its Restricted Securities without consideration to (i) any member of his or her Family Group or (ii) any Affiliate of such Member (including any partner, shareholder or member controlling or under common control with such Member and Affiliated investment fund or vehicle of such Member), but excluding any Affiliate under this clause (ii) who operates or engages in a business which competes with the business of Managing Member or the Company, in each case, in a Transfer that complies with Section 8.04 and (iii) to a trust solely for the benefit of such Member and such Member’s Family Group (or a re-Transfer of such Restricted Securities by such trust back to such Member upon the revocation of any such trust) or pursuant to the applicable Laws of descent or distribution among such Member’s Family Group, in each case, provided that, to the extent the Company otherwise satisfies the requirements of Treasury Regulation Section 1.7704-1(h) (determined taking into account the rules of Treasury Regulations Section 1.7704-1(h)(3)) for such taxable year, such Transfer does not increase the number of Members of the date hereof, no Member may Transfer, without Company as determined in the prior consent of the Managing Member, any shares of Class A common stock sole discretion of the Managing Member received by such Member (each of clauses (i)-(iii), an “Exempt Transfer”); provided that (x) the restrictions contained in exchange for Units pursuant this Article VIII shall apply to an Exchange TransactionExempt Transfer and (y) the restrictions contained in this Agreement will continue to apply to the Restricted Securities after any Exempt Transfer and each Transferee of Restricted Securities shall agree in writing, prior to and as a condition precedent to the effectiveness of such Exempt Transfer, to be bound by the provisions of this Agreement, without modification or condition, subject only to the consummation of such Exempt Transfer. Upon the Exempt Transfer of Restricted Securities, the transferor will deliver written notice to the Company, which notice will disclose in reasonable detail the identity of such Transferee(s) and shall include original counterparts of this Agreement in a form acceptable to the Managing Member. Notwithstanding the foregoing, from no party hereto shall avoid the provisions of this Agreement by making one or more Exempt Transfers to one or more Transferees and after the third and fourth anniversaries then disposing of the date hereof, each all or any portion of such party’s interest in such Transferee if such disposition would result in such Transferee ceasing to be a Permitted Transferee. The Managing Member may implement other policies and procedures to permit the Transfer shares of Class A common stock of Restricted Securities by the Managing Member, which shares were received by other Members for personal planning purposes and any such Member Transfer effected in exchange for Units pursuant to Exchange Transactions, representing no more than 33 1/3% compliance with such policies and 66 2/3%, respectively, of the Units held by such Member on the date hereof, without procedures shall not require the prior consent of the Managing Member.
(df) Notwithstanding anything otherwise to the contrary Any Transfer or attempted Transfer of any Units in violation of any provision of this Section 8.02, a Personal Planning Vehicle of a Member may Transfer Units: (i) to the donor thereof; (ii) if the Personal Planning Vehicle is a grantor retained annuity trust and the trustee(s) of such grantor retained annuity trust is obligated to make one or more distributions to the donor of the grantor retained annuity trust, the estate of the donor of the grantor retained annuity trust, the spouse of the donor of the grantor retained annuity trust or the estate of the spouse of the donor of the grantor retained annuity trust, to any such Persons; or (iii) upon the death of such MemberAgreement shall, to the spouse fullest extent permitted by law, be null and void ab initio, and the Company will not record such Transfer on its books or treat any purported Transferee of such Member or a trust Units as the owner of such securities for which a deduction under Section 2056 or 2056A (or any successor provisions) of the Code may be soughtpurpose.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Highland Transcend Partners I Corp.)
Member Transfers. (a) Except as otherwise agreed to in writing between the Managing Member and the applicable Member and reflected in the books and records of the CompanyCompany or as otherwise provided in this Article VIII, no Member or Assignee thereof may Transfer (including pursuant to an Exchange Transaction) all or any portion of its Units or other interest in the Company (or beneficial interest therein) without the prior consent of the Managing Member, which consent may be given or withheld, or made subject to such conditions (including, without limitation, including the receipt of such legal opinions and other documents that the Managing Member may require) as are determined by the Managing Member, in each case in the Managing Member’s sole discretion, and which consent may be in the form of a plan or program entered into or approved by the Managing Member, in its sole discretion. Any such determination in the Managing Member’s sole discretion in respect of Units shall be final and binding. Such determinations need not be uniform and may be made selectively among Members, whether or not such Members are similarly situated, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. Any purported Transfer of Units that is not in accordance with, or subsequently violates, this Agreement shall be, to the fullest extent permitted by law, null and void. If a Member Transfers all or a portion of its Common Units to a Transferee in compliance with this Agreement, the Member shall surrender a number of Class B Common Shares to the Managing Member equal to the number of Transferred Common Units, such Class B Common Shares will be immediately cancelled, and the Managing Member shall issue the same number of Class B Common Shares to such Transferee upon its admittance to the Company as a Member.
(b) Notwithstanding the foregoing, the parties hereto agree that the Managing Member shall not unreasonably withhold consent to any Transfer of Units (i) by will or intestacy; (ii) as a bona fide gift or gifts; (iii) to any trust, partnership, limited liability company or other entity for the direct or indirect benefit of the holder or the immediate family of such holder; (iv) to any immediate family member or other dependent of the holder; (v) as a distribution to limited partners, members or stockholders of the holder; (vi) to the holder’s affiliates or to any investment fund or other entity controlled or managed by the holder; (vii) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under the foregoing clauses (i) through (vi); or (viii) pursuant to an order of a court or regulatory agency.
(c) Notwithstanding anything otherwise to the contrary in this Section 8.02Agreement, each Member may Transfer Units in Exchange Transactions pursuant to, and in accordance with, the Exchange Agreement; provided that in the case of any Member other than a Member holding at least 3% of the Common Percentage Interest, that (excluding, for purposes of this calculation, Common Units then owned by the Managing Member (if any) or any Subsidiary of the Managing Member (if any)) such Exchange Transactions shall be effected in compliance with reasonable policies that the Managing Member may adopt or promulgate from time to time and advise the Members of in writing (including policies requiring the use of designated administrators or brokers) in its sole reasonable discretion; provided further provided, further, that prior if such policies conflict with the terms of the Exchange Agreement, the provisions of the Exchange Agreement shall apply in lieu thereof to any Exchange Transaction to the fifth anniversary extent of the date hereof, no Member may Transfer, without the prior consent of the Managing Member, any shares of Class A common stock of the Managing Member received by such Member in exchange for Units pursuant to an Exchange Transaction. Notwithstanding the foregoing, from and after the third and fourth anniversaries of the date hereof, each Member may Transfer shares of Class A common stock of the Managing Member, which shares were received by such Member in exchange for Units pursuant to Exchange Transactions, representing no more than 33 1/3% and 66 2/3%, respectively, of the Units held by such Member on the date hereof, without the prior consent of the Managing Memberconflict.
(dc) Notwithstanding anything otherwise to the contrary in this Section 8.028.01, a Personal Planning Vehicle of a an individual Member may Transfer Units: all or any portion of his, her or its Restricted Securities without consideration to (i) to the donor thereof; any member of his or her Family Group or (ii) if the Personal Planning Vehicle is a grantor retained annuity trust and the trustee(s) any Affiliate of such grantor retained annuity trust is obligated to make one Member (including any direct or more distributions to the donor of the grantor retained annuity trustindirect partner, the estate of the donor of the grantor retained annuity trustshareholder, the spouse of the donor of the grantor retained annuity trust or the estate of the spouse of the donor of the grantor retained annuity trust, to any such Persons; or (iii) upon the death of such Member, to the spouse equityholder of such Member or any Affiliated investment fund or vehicle of such Member or such Member’s direct or indirect partners, shareholders or equityholders), but excluding any Affiliate under this clause (ii) who operates or engages in a business which competes with the business of Managing Member or the Company, and (iii) to a trust solely for which a deduction under Section 2056 or 2056A the benefit of such Member and such Member’s Family Group (or a re-Transfer of such Restricted Securities by such trust back to such Member upon the revocation of any successor provisionssuch trust) or pursuant to the applicable Laws of descent or distribution among such Member’s Family Group, in each case, in a Transfer that complies with Section 8.06 (each of clauses (i)-(iii), an “Exempt Transfer”); provided that the restrictions contained in this Agreement will continue to apply to the Restricted Securities after any Exempt Transfer and each Transferee of Restricted Securities shall agree in writing, by entering into an appropriate supplemental agreement in such form and terms as the Managing Member may reasonably specify, prior to and as a condition precedent to the effectiveness of such Exempt Transfer, to be bound by the provisions of this Agreement, without modification or condition, subject only to the consummation of such Exempt Transfer. Upon the Exempt Transfer of Restricted Securities, the transferor will deliver written notice to the Company, which notice will disclose in reasonable detail the identity of such Transferee(s) and shall include an executed original counterpart of this Agreement in a form acceptable to the Managing Member. Notwithstanding the foregoing, no party hereto shall avoid the provisions of this Agreement by making one or more Exempt Transfers to one or more Transferees and then disposing of all or any portion of any such party’s interest in such Transferee if such disposition would result in such Transferee ceasing to be a Permitted Transferee. The Managing Member may implement other policies and procedures to permit the Transfer of Restricted Securities by the other Members for personal planning purposes and any such Transfer effected in compliance with such policies and procedures shall not require the prior consent of the Code may be soughtManaging Member.
Appears in 1 contract
Member Transfers. (a) Except as otherwise agreed to in writing between the Managing Member and the applicable Member and reflected in the books and records of the CompanyCompany or as otherwise provided in this ARTICLE VIII or in any Certificate of Designations, no Member or Assignee thereof may Transfer (including pursuant to an Exchange Transaction) all or any portion of its Units or other interest in the Company (or beneficial interest therein) without the prior consent of the Managing Member, which consent (i) with respect to the Series A Preferred Units or the Series A-1 Preferred Units, shall not be unreasonably withheld, conditioned or delayed by the Managing Member and (ii) with respect to the Class A Units or the Class B Units, may be given or withheld, or made subject to such conditions (including, without limitation, the receipt of such legal opinions and other documents that the Managing Member may require) as are determined by the Managing Member, in each case in the Managing Member’s sole discretion, and which require and/or such consent may be being provided in the form of a plan or program entered into or approved by the Managing Member, ) as are determined by the Managing Member in its sole discretion. Any such determination in the Managing Member’s sole discretion in respect of Units (other than preferred Units) shall be final and binding. Such determinations with respect of Units (other than preferred Units) need not be uniform and may be made selectively among Members, whether or not such Members are similarly situated, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. Any purported Transfer of Units that is not in accordance with, or subsequently violates, this Agreement shall be, to the fullest extent permitted by law, null and void. If a Member transfers all or a portion of its Class B Units to a transferee in compliance with this Agreement, the Member shall surrender a number of shares of Class B Common Stock or Class D Common Stock to the Managing Member equal to the number of transferred Class B Units, such shares of Class B Common Stock or Class D Common Stock will be immediately cancelled, and the Managing Member shall issue the same number of shares of Class B Common Stock or Class D Common Stock (to the extent permitted by the Managing Member Charter) to such transferee upon its admittance to the Company as a Member.
(b) Notwithstanding anything otherwise to the foregoingcontrary in this Section 8.01, without the parties hereto agree that consent of the Managing Member shall not unreasonably withhold consent to or any Transfer of Units (i) by will or intestacy; (ii) as other Person, each Member that is a bona fide gift or gifts; (iii) to any trust, partnership, limited liability company or other entity for the direct or indirect benefit Member holding at least 5% of the holder Class A Percentage Interest or Class B Percentage Interest, as applicable, may Transfer all or any portion of its Class A Units or Class B Units, as applicable, in a Transfer that complies with Section 8.04, unless the immediate family Managing Member timely and reasonably objects in accordance with Section 8.04, so long as such transfer does not increase the number of such holder; (iv) to any immediate family member or other dependent Members of the holder; (v) as a distribution to limited partners, members or stockholders of the holder; (vi) to the holder’s affiliates or to any investment fund or other entity controlled or managed by the holder; (vii) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under the foregoing clauses (i) through (vi); or (viii) pursuant to an order of a court or regulatory agencyCompany.
(c) Notwithstanding anything otherwise to the contrary in this Section 8.028.01, each Member may Transfer Units in an Exchange Transactions pursuant to, and in accordance with, the Exchange AgreementARTICLE XI; provided that in the case of any Member other than a Member holding at least 5% of the Class A Percentage Interest or Class B Percentage Interest, as applicable, that such Exchange Transactions shall be effected in compliance with reasonable policies that the Managing Member may adopt or promulgate from time to time and advise the Members of in writing (including policies requiring the use of designated administrators or brokers) in its sole reasonable discretion; provided further provided, further, that prior if such policies conflict with the terms of ARTICLE XI, the provisions of ARTICLE XI shall apply in lieu thereof to any Exchange to the fifth anniversary extent of the date hereof, no Member may Transfer, without the prior consent of the Managing Member, any shares of Class A common stock of the Managing Member received by such Member in exchange for Units pursuant to an Exchange Transaction. Notwithstanding the foregoing, from and after the third and fourth anniversaries of the date hereof, each Member may Transfer shares of Class A common stock of the Managing Member, which shares were received by such Member in exchange for Units pursuant to Exchange Transactions, representing no more than 33 1/3% and 66 2/3%, respectively, of the Units held by such Member on the date hereof, without the prior consent of the Managing Memberconflict.
(d) Notwithstanding anything otherwise to the contrary in this Section 8.028.01, a Personal Planning Vehicle of a Member may Transfer Units: (i) a Member that is a natural person may Transfer all or any portion of his or her Units without consideration to the donor thereof; any member of his or her Family Group, (ii) if the Personal Planning Vehicle a Member that is a grantor retained annuity trust and the trustee(s) an entity may Transfer all or any portion of its Units to any Affiliate of such grantor retained annuity trust is obligated to make one Member (including any partner, shareholder or more distributions to the donor member controlling or under common control with such Member and Affiliated investment fund or vehicle of the grantor retained annuity trust, the estate of the donor of the grantor retained annuity trust, the spouse of the donor of the grantor retained annuity trust or the estate of the spouse of the donor of the grantor retained annuity trust, to any such Persons; or Member) and (iii) upon the death Managing Member may implement other policies and procedures to permit the Transfer of Units by the other Members for personal planning purposes and any such Transfer effected in compliance with such policies and procedures shall not require the prior consent of the Managing Member, to in the spouse case of such Member or each of (i), (ii) and (iii), in a trust for which a deduction under Transfer that complies with Section 2056 or 2056A (or any successor provisions) of the Code may be sought8.04.
Appears in 1 contract
Samples: Limited Liability Company Agreement (OPAL Fuels Inc.)
Member Transfers. (a) Except as otherwise agreed to in writing between the Managing Member and the applicable Member and reflected in the books and records of the CompanyCompany or as otherwise provided in this Article VIII or in any Certificate of Designations, no Member or Assignee thereof may Transfer (including pursuant to an Exchange Transaction) all or any portion of its Units or other interest in the Company (or beneficial interest therein) without the prior consent of the Managing Member, which consent may be given or withheld, or made subject to such conditions (including, without limitation, the receipt of such legal opinions and other documents that the Managing Member may require) as are determined by the Managing Member, in each case in the Managing Member’s sole discretion, and which consent may be in the form of a plan or program entered into or approved by the Managing Member, in its sole discretion; provided that any such consent with respect to a Transfer of preferred Units shall not be unreasonably withheld, conditioned or denied by the Managing Member. Any such determination in the Managing Member’s sole discretion in respect of Units (other than preferred Units) shall be final and binding. Such determinations with respect of Units (other than preferred Units) need not be uniform and may be made selectively among Members, whether or not such Members are similarly situated, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. Any purported Transfer of Units that is not in accordance with, or subsequently violates, this Agreement shall be, to the fullest extent permitted by law, null and void. If a Member transfers all or a portion of its Class B Units to a transferee in compliance with this Agreement, the Member shall surrender a number of shares of Class B Common Stock or Class D Common Stock to the Managing Member equal to the number of transferred Class B Units, such shares of Class B Common Stock or Class D Common Stock will be immediately cancelled, and the Managing Member shall issue the same number of shares of Class B Common Stock or Class D Common Stock (to the extent permitted by the Managing Member Charter) to such transferee upon its admittance to the Company as a Member.
(b) Notwithstanding anything otherwise to the foregoingcontrary in this Section 8.01, without the parties hereto agree that consent of the Managing Member shall not unreasonably withhold consent to or any Transfer of Units (i) by will or intestacy; (ii) as other Person, each Member that is a bona fide gift or gifts; (iii) to any trust, partnership, limited liability company or other entity for the direct or indirect benefit Member holding at least 5% of the holder Class A Percentage Interest or Class B Percentage Interest, as applicable, may Transfer all or any portion of its Class A Units or Class B Units, as applicable, in a Transfer that complies with Section 8.04, unless the immediate family Managing Member timely and reasonably objects in accordance with Section 8.04, so long as such transfer does not increase the number of such holder; (iv) to any immediate family member or other dependent Members of the holder; (v) as a distribution to limited partners, members or stockholders of the holder; (vi) to the holder’s affiliates or to any investment fund or other entity controlled or managed by the holder; (vii) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under the foregoing clauses (i) through (vi); or (viii) pursuant to an order of a court or regulatory agencyCompany.
(c) Notwithstanding anything otherwise to the contrary in this Section 8.028.01, each Member may Transfer Units in an Exchange Transactions pursuant to, and in accordance with, the Exchange AgreementArticle XI; provided that in the case of any Member other than a Member holding at least 5% of the Class A Percentage Interest or Class B Percentage Interest, as applicable, that such Exchange Transactions shall be effected in compliance with reasonable policies that the Managing Member may adopt or promulgate from time to time and advise the Members of in writing (including policies requiring the use of designated administrators or brokers) in its sole reasonable discretion; provided further provided, further, that prior if such policies conflict with the terms of Article XI , the provisions of Article XI shall apply in lieu thereof to any Exchange to the fifth anniversary extent of the date hereof, no Member may Transfer, without the prior consent of the Managing Member, any shares of Class A common stock of the Managing Member received by such Member in exchange for Units pursuant to an Exchange Transaction. Notwithstanding the foregoing, from and after the third and fourth anniversaries of the date hereof, each Member may Transfer shares of Class A common stock of the Managing Member, which shares were received by such Member in exchange for Units pursuant to Exchange Transactions, representing no more than 33 1/3% and 66 2/3%, respectively, of the Units held by such Member on the date hereof, without the prior consent of the Managing Memberconflict.
(d) Notwithstanding anything otherwise to the contrary in this Section 8.028.01, a Personal Planning Vehicle of a Member may Transfer Units: (i) a Member that is a natural person may Transfer all or any portion of his or her Units without consideration to the donor thereof; any member of his or her Family Group or (ii) if the Personal Planning Vehicle a Member that is a grantor retained annuity trust and the trustee(s) an entity may Transfer all or any portion of its Units to any Affiliate of such grantor retained annuity trust is obligated to make one Member (including any partner, shareholder or more distributions to the donor member controlling or under common control with such Member and Affiliated investment fund or vehicle of the grantor retained annuity trust, the estate of the donor of the grantor retained annuity trust, the spouse of the donor of the grantor retained annuity trust or the estate of the spouse of the donor of the grantor retained annuity trust, to any such Persons; or Member) and (iii) upon the death Managing Member may implement other policies and procedures to permit the Transfer of Units by the other Members for personal planning purposes and any such Transfer effected in compliance with such policies and procedures shall not require the prior consent of the Managing Member, to in the spouse case of such Member or each of (i), (ii) and (iii), in a trust for which a deduction under Transfer that complies with Section 2056 or 2056A (or any successor provisions) of the Code may be sought8.04.
Appears in 1 contract
Samples: Business Combination Agreement (ArcLight Clean Transition Corp. II)
Member Transfers. (a) Except as otherwise agreed to in writing between the Managing Member OpCo Board and the applicable Member and reflected in the books and records of the CompanyCompany or as otherwise provided in this Article VIII, no Member or Assignee thereof may Transfer (including pursuant to an Exchange Transaction) all or any portion of its Units or other interest in the Company (or beneficial interest therein) without the prior consent of the Managing MemberOpCo Board, which consent may be given or withheld, or made subject to such conditions (including, without limitation, including the receipt of such legal opinions and other documents that the Managing Member OpCo Board may require) as are determined by the Managing MemberOpCo Board, in each case in the Managing MemberOpCo Board’s sole discretion, and which consent may be in the form of a plan or program entered into or approved by the Managing MemberOpCo Board, in its sole discretion. Any such determination in the Managing MemberOpCo Board’s sole discretion in respect of Units shall be final and binding. Such determinations need not be uniform and may be made selectively among Members, whether or not such Members are similarly situated, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. Any purported Transfer of Units that is not in accordance with, or subsequently violates, this Agreement shall be, to the fullest extent permitted by law, null and void. If a Member Transfers all or a portion of its Common Units to a Transferee in compliance with this Agreement, the Member shall surrender a number of Class B Common Shares to PubCo equal to the number of transferred Common Units, such Class B Common Shares will be immediately cancelled, and PubCo shall issue the same number of Class B Common Shares to such Transferee upon its admittance to the Company as a Member.
(b) Notwithstanding Except as otherwise agreed to in writing between the foregoingOpCo Board and the applicable Member and reflected in the books and records of the Company, each Member hereby agrees and covenants that such Member will not, during the parties hereto agree that the Managing Member shall not unreasonably withhold consent to Lock-Up Period, Transfer any Transfer of Units (i) by will or intestacy; (ii) as a bona fide gift or gifts; (iii) to any trust, partnership, limited liability company or other entity for the direct or indirect benefit interests of the holder Company or any equity interests of PubCo (including any Class A Common Shares) received or retained as consideration under the immediate family Merger Agreement, including any securities held in escrow or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) (a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreement, such holder; (iv) purported Prohibited Transfer shall be null and void ab initio, and PubCo and the Company shall refuse to recognize any immediate family member or other dependent such purported transferee of the holder; (v) Restricted Securities as a distribution one of its equity holders for any purpose. In order to limited partnersenforce this Section 8.01(b), members or stockholders PubCo and the Company may impose stop-transfer instructions with respect to the Restricted Securities of each Member until the end of the holder; (vi) to Lock-Up Period, as well as include customary legends on any certificates for any of the holder’s affiliates or to any investment fund or other entity controlled or managed by Restricted Securities reflecting the holder; (vii) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible restrictions under the foregoing clauses (i) through (vi); or (viii) pursuant to an order of a court or regulatory agencythis Section 8.01.
(c) Notwithstanding anything otherwise to the contrary in this Agreement, following the conclusion of the Lock-Up Period, each Member that is a Member holding at least 2% of the Common Percentage Interest (excluding, for purposes of this calculation, Common Units then owned by the Managing Member (if any) or any Subsidiary of the Managing Member (if any)) may Transfer all or any portion of its Common Units in a Transfer that complies with Section 8.028.04, without the consent of the OpCo Board or any other Person, so long as, to the extent the Company otherwise satisfies the requirements of Treasury Regulation Section 1.7704-1(h) (determined taking into account the rules of Treasury Regulations Section 1.7704-1(h)(3)) in such taxable year, such transfer does not increase the number of Members of the Company as determined in the sole discretion of the OpCo Board.
(d) Notwithstanding anything otherwise to the contrary in this Agreement, following the conclusion of the Lock-Up Period, each Member may Transfer Units in Exchange Transactions pursuant to, and in accordance with, the Exchange Agreement; provided that, in the case of any Member other than a Member holding at least 2% of the Common Percentage Interest (excluding, for purposes of this calculation, Common Units then owned by the Managing Member (if any) or any Subsidiary of the Managing Member (if any)), that such Exchange Transactions shall be effected in compliance with reasonable policies that the Managing Member OpCo Board may adopt or promulgate from time to time and advise the Members of in writing (including policies requiring the use of designated administrators or brokers) in its sole reasonable discretion; provided further provided, further, that prior if such policies conflict with the terms of the Exchange Agreement, the provisions of the Exchange Agreement shall apply in lieu thereof to any Exchange Transaction to the fifth anniversary extent of the date hereof, no Member may Transfer, without the prior consent of the Managing Member, any shares of Class A common stock of the Managing Member received by such Member in exchange for Units pursuant to an Exchange Transaction. Notwithstanding the foregoing, from and after the third and fourth anniversaries of the date hereof, each Member may Transfer shares of Class A common stock of the Managing Member, which shares were received by such Member in exchange for Units pursuant to Exchange Transactions, representing no more than 33 1/3% and 66 2/3%, respectively, of the Units held by such Member on the date hereof, without the prior consent of the Managing Memberconflict.
(de) Notwithstanding anything otherwise to the contrary in this Section 8.028.01, a Personal Planning Vehicle of a subject to the limitations set forth herein and the Company Voting and Support Agreement, an individual Member may Transfer Units: all or any portion of his, her or its Restricted Securities without consideration to (i) to the donor thereof; any member of his or her Family Group or (ii) if the Personal Planning Vehicle is a grantor retained annuity trust and the trustee(s) any Affiliate of such grantor retained annuity Member (including any partner, shareholder or member controlling or under common control with such Member and Affiliated investment fund or vehicle of such Member), but excluding any Affiliate under this clause (ii) who operates or engages in a business which competes with the business of PubCo or the Company, in each case, in a Transfer that complies with Section 8.04 and (iii) to a trust is obligated solely for the benefit of such Member and such Member’s Family Group (or a re-Transfer of such Restricted Securities by such trust back to make such Member upon the revocation of any such trust) or pursuant to the applicable Laws of descent or distribution among such Member’s Family Group, in each case, provided that, to the extent the Company otherwise satisfies the requirements of Treasury Regulation Section 1.7704-1(h) (determined taking into account the rules of Treasury Regulations Section 1.7704-1(h)(3)) for such taxable year, such Transfer does not increase the number of Members of the Company as determined in the sole discretion of the OpCo Board (each of clauses (i)-(iii), an “Exempt Transfer”); provided that, (x) the restrictions contained in this Article VIII shall apply to an Exempt Transfer and (y) the restrictions contained in this Agreement will continue to apply to the Restricted Securities after any Exempt Transfer and each Transferee of Restricted Securities shall agree in writing, prior to and as a condition precedent to the effectiveness of such Exempt Transfer, to be bound by the provisions of this Agreement, without modification or condition, subject only to the consummation of such Exempt Transfer. Upon the Exempt Transfer of Restricted Securities, the transferor will deliver written notice to the Company, which notice will disclose in reasonable detail the identity of such Transferee(s) and shall include original counterparts of this Agreement in a form acceptable to the OpCo Board. Notwithstanding the foregoing, no party hereto shall avoid the provisions of this Agreement by making one or more distributions Exempt Transfers to one or more Transferees and then disposing of all or any portion of such party’s interest in such Transferee if such disposition would result in such Transferee ceasing to be a Permitted Transferee. The OpCo Board may implement other policies and procedures to permit the donor Transfer of Restricted Securities by the Members for personal planning purposes and any such Transfer effected in compliance with such policies and procedures shall not require the prior consent of the grantor retained annuity trust, the estate OpCo Board.
(f) Any Transfer or attempted Transfer of the donor any Units in violation of the grantor retained annuity trust, the spouse any provision of the donor of the grantor retained annuity trust or the estate of the spouse of the donor of the grantor retained annuity trust, to any such Persons; or (iii) upon the death of such Memberthis Agreement shall, to the spouse fullest extent permitted by law, be null and void ab initio, and the Company will not record such Transfer on its books or treat any purported Transferee of such Member or a trust Units as the owner of such securities for which a deduction under Section 2056 or 2056A (or any successor provisions) of the Code may be soughtpurpose.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Highland Transcend Partners I Corp.)
Member Transfers. (a) Except as otherwise agreed to in writing between the Managing Member and the applicable Member and reflected in the books and records of the Company, no Member or Assignee thereof may Transfer (including pursuant to an Exchange Transaction) all or any portion of its Units or other interest in the Company (or beneficial interest therein) without the prior consent of the Managing Member, which consent may be given or withheld, or made subject to such conditions (including, without limitation, the receipt of such legal opinions and other documents that the Managing Member may require) as are determined by the Managing Member, in each case in the Managing Member’s sole discretion, and which consent may be in the form of a plan or program entered into or approved by the Managing Member, in its sole discretion. Any such determination in the Managing Member’s discretion in respect of Units shall be final and binding. Such determinations need not be uniform and may be made selectively among Members, whether or not such Members are similarly situated, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. Any purported Transfer of Units that is not in accordance with, or subsequently violates, this Agreement shall be, to the fullest extent permitted by law, null and void.
(b) Notwithstanding the foregoing, the parties hereto agree that the Managing Member shall not unreasonably withhold consent to any Transfer of Units (i) by will or intestacy; (ii) as a bona fide gift or gifts; (iii) to any trust, partnership, limited liability company or other entity for the direct or indirect benefit of the holder or the immediate family of such holder; (iv) to any immediate family member or other dependent of the holder; (v) as a distribution to limited partners, members or stockholders of the holder; (vi) to the holder’s affiliates or to any investment fund or other entity controlled or managed by the holder; (vii) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under the foregoing clauses (i) through (vi); or (viii) pursuant to an order of a court or regulatory agency.
(c) Notwithstanding anything otherwise to the contrary in this Section 8.028.03, each Member may Transfer Units in Exchange Transactions pursuant to, and in accordance with, the Exchange Agreement; provided that such Exchange Transactions shall be effected in compliance with policies that the Managing Member may adopt or promulgate from time to time (including policies requiring the use of designated administrators or brokers) in its sole discretion; provided further that prior to the fifth anniversary of the date hereof, no Member may Transfer, without the prior consent of the Managing Member, any shares of Class A common stock of the Managing Member received by such Member in exchange for Units pursuant to an Exchange Transaction. Notwithstanding the foregoing, from and after the third and fourth anniversaries of the date hereof, each Member may Transfer shares of Class A common stock of the Managing Member, which shares were received by such Member in exchange for Units pursuant to Exchange Transactions, representing no more than 33 1/3% and 66 2/3%, respectively, of the Units held by such Member on the date hereof, without the prior consent of the Managing Member.
(d) Notwithstanding anything otherwise to the contrary in this Section 8.028.03, a Personal Planning Vehicle of a Member may Transfer Units: (i) to the donor thereof; (ii) if the Personal Planning Vehicle is a grantor retained annuity trust and the trustee(s) of such grantor retained annuity trust is obligated to make one or more distributions to the donor of the grantor retained annuity trust, the estate of the donor of the grantor retained annuity trust, the spouse of the donor of the grantor retained annuity trust or the estate of the spouse of the donor of the grantor retained annuity trust, to any such Persons; or (iii) upon the death of such Member, to the spouse of such Member or a trust for which a deduction under Section 2056 or 2056A (or any successor provisions) of the Code may be sought.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Medley Management Inc.)
Member Transfers. (a) Except as otherwise agreed to in writing between the Managing Member and the applicable Member and reflected in the books and records of the Company, no Member or Assignee thereof may Transfer (including other than pursuant to an Exchange TransactionExchange) all or any portion of its Units or other interest in the Company (or beneficial interest therein) without the prior consent of the Managing Member, which consent may be given or withheld, or made subject to such conditions (including, without limitation, the receipt of such legal opinions and other documents that the Managing Member may require) as are determined by the Managing Member, in each case in the Managing Member’s sole discretion, and which consent may be in the form of a plan or program entered into or approved by the Managing Member, in its sole discretion. Any such determination in the Managing Member’s discretion in respect of Units shall be final and binding. Such determinations need not be uniform and may be made selectively among Members, whether or not such Members are similarly situated, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. Any purported Transfer of Units that is not in accordance with, or subsequently violates, this Agreement shall be, to the fullest extent permitted by law, null and void.
(b) Notwithstanding the foregoing, the parties hereto agree that the Managing Member shall not unreasonably withhold consent to any Transfer of Units (i) by will or intestacy; (ii) as a bona fide gift or gifts; (iii) to any trust, partnership, limited liability company or other entity for the direct or indirect benefit of the holder or the immediate family of such holder; (iv) to any immediate family member or other dependent of the holder; (v) as a distribution to limited partners, members or stockholders of the holder; (vi) to the holder’s affiliates or to any investment fund or other entity controlled or managed by the holder; (vii) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under the foregoing clauses (i) through (vi); or (viii) pursuant to an order of a court or regulatory agency.
(c) Notwithstanding anything otherwise to the contrary in this Section 8.028.03, each Member may Transfer Units in an Exchange Transactions pursuant to, and in accordance with, the Exchange Section 7.05(a) of this Agreement; provided that such Exchange Transactions shall be effected in compliance with policies that the Managing Member may adopt or promulgate from time to time (including policies requiring the use of designated administrators or brokers) in its sole discretion; provided further that prior to the fifth anniversary . Notwithstanding Section 18-702(e) of the date hereof, no Member may Transfer, without the prior consent of the Managing MemberAct, any shares of Class A common stock of B Units acquired by the Managing Member received by such Member in exchange for Units Company pursuant to an Exchange Transaction. Notwithstanding the foregoing, from shall not be cancelled and after the third and fourth anniversaries of the date hereof, each Member may Transfer shares of shall be automatically converted into Class A common stock of Units to be held by the Managing Member, which shares were received by such Member in exchange for Units pursuant to Exchange Transactions, representing no more than 33 1/3% and 66 2/3%, respectively, of the Units held by such Member on the date hereof, without the prior consent of the Managing Memberaccordance with Section 7.05(b).
(dc) Notwithstanding anything otherwise to the contrary in this Section 8.028.03, a Personal Planning Vehicle of a Member may Transfer Units: (i) to the donor thereof; (ii) if the Personal Planning Vehicle is a grantor retained annuity trust and the trustee(s) of such grantor retained annuity trust is obligated to make one or more distributions to the donor of the grantor retained annuity trust, the estate of the donor of the grantor retained annuity trust, the spouse of the donor of the grantor retained annuity trust or the estate of the spouse of the donor of the grantor retained annuity trust, to any such Persons; or (iii) upon the death of such Member, to the spouse of such Member or a trust for which a deduction under Section 2056 or 2056A (or any successor provisions) of the Code may be sought.
(d) Notwithstanding anything otherwise to the contrary in this Section 8.03, but subject to Section 8.06(b), Blackstone Members may Transfer all or any portion of their Units or other interest in the Company (or beneficial interest therein) without the prior consent of the Managing Member.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Exeter Finance Corp)
Member Transfers. (a) Except as otherwise agreed to in writing between the Managing Member and the applicable Member and reflected in the books and records of the CompanyCompany or as otherwise provided in this Article VIII, no Member or Assignee thereof may Transfer (including pursuant to an Exchange Transaction) all or any portion of its Units or other interest in the Company (or beneficial interest therein) without the prior consent of the Managing Member, which consent may be given or withheld, or made subject to such conditions (including, without limitation, the receipt of such legal opinions and other documents that the Managing Member may require) as are determined by the Managing Member, in each case in the Managing Member’s sole discretion, and which consent may be in the form of a plan or program entered into or approved by the Managing Member, in its sole discretion. Any such determination in the Managing Member’s sole discretion in respect of Units shall be final and binding. Such determinations need not be uniform and may be made selectively among Members, whether or not such Members are similarly situated, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. Any purported Transfer of Units that is not in accordance with, or subsequently violates, this Agreement shall be, to the fullest extent permitted by law, null and void. If a Member transfers all or a portion of its Units or other interest in the Company to a transferee in compliance with this Agreement, the Managing Member shall issue a share of Class V Common Stock to such transferee upon its admittance to the Company as a Member; provided, however, that such transferee is not already admitted to the Company as a Member and does not already hold a share of Class V Common Stock at the time of such transfer.
(b) Notwithstanding anything otherwise to the foregoingcontrary in this Section 8.01, without the parties hereto agree that consent of the Managing Member shall not unreasonably withhold consent to or any Transfer of Units other Person, each Member that is (i) by will a Stockholder Party or intestacy; (ii) as a bona fide gift or gifts; (iii) to any trust, partnership, limited liability company or other entity for the direct or indirect benefit Member holding at least [·]%1 of the holder Total Percentage Interest may Transfer all or any portion of its Units in a Transfer that complies with Section 8.04, unless the immediate family of such holder; (iv) to any immediate family member or other dependent of the holder; (v) as a distribution to limited partners, members or stockholders of the holder; (vi) to the holder’s affiliates or to any investment fund or other entity controlled or managed by the holder; (vii) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under the foregoing clauses (i) through (vi); or (viii) pursuant to an order of a court or regulatory agencyManaging Member timely and reasonably objects in accordance with Section 8.04.
(c) Notwithstanding anything otherwise to the contrary in this Section 8.028.01, each Member may Transfer Units in Exchange Transactions pursuant to, and in accordance with, the Exchange Agreement; provided that in the case of any Member other than (i) a Stockholder Party or (ii) a Member holding at least [·]%2 of the Total Percentage Interest, that such Exchange Transactions shall be effected in compliance with reasonable policies that the Managing Member may adopt or promulgate from time to time and advise the Members of in writing (including policies requiring the use of designated administrators or brokers) in its sole reasonable discretion; provided further provided, further, that prior if such policies conflict with the terms of the Exchange Agreement, the provisions of the Exchange Agreement shall apply in lieu thereof to any Exchange Transaction to the fifth anniversary extent of the date hereof, no Member may Transfer, without the prior consent of the Managing Member, any shares of Class A common stock of the Managing Member received by such Member in exchange for Units pursuant to an Exchange Transaction. Notwithstanding the foregoing, from and after the third and fourth anniversaries of the date hereof, each Member may Transfer shares of Class A common stock of the Managing Member, which shares were received by such Member in exchange for Units pursuant to Exchange Transactions, representing no more than 33 1/3% and 66 2/3%, respectively, of the Units held by such Member on the date hereof, without the prior consent of the Managing Memberconflict.
(d) Notwithstanding anything otherwise to the contrary in this Section 8.028.01, a Personal Planning Vehicle of a (i) an individual Member may Transfer Units: (i) all or any portion of his or her Units without consideration to the donor thereof; any member of his or her Family Group in a Transfer that complies with Section 8.04 and (ii) if the Personal Planning Vehicle is a grantor retained annuity trust Managing Member may implement other policies and procedures to permit the trustee(s) Transfer of Units by the other Members for personal planning purposes and any such grantor retained annuity trust is obligated to make one or more distributions to Transfer effected in compliance with such policies and procedures shall not require the donor prior consent of the grantor retained annuity trust, the estate of the donor of the grantor retained annuity trust, the spouse of the donor of the grantor retained annuity trust or the estate of the spouse of the donor of the grantor retained annuity trust, to any such Persons; or (iii) upon the death of such Managing Member, to the spouse of such Member or a trust for which a deduction under Section 2056 or 2056A (or any successor provisions) of the Code may be sought.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Thunder Bridge Acquisition LTD)
Member Transfers. (a) Except as otherwise agreed to in writing between the Managing Member and the applicable Member and reflected in the books and records of the CompanyCompany or as otherwise provided in this ARTICLE VIII, no Member or Assignee thereof may Transfer (including pursuant to an Exchange Transaction) all or any portion of its Units or other interest in the Company (or beneficial interest therein) without the prior consent of the Managing Member, which consent with respect to the Class A Units or the Class B Units, may be given or withheld, or made subject to such conditions (including, without limitation, the receipt of such legal opinions and other documents that the Managing Member may require) as are determined by the Managing Member, in each case in the Managing Member’s sole discretion, and which require and/or such consent may be being provided in the form of a plan or program entered into or approved by the Managing Member, ) as are determined by the Managing Member in its sole discretion. Any such determination in the Managing Member’s sole discretion in respect of Units shall be final and binding. Such determinations with respect of Units need not be uniform and may be made selectively among Members, whether or not such Members are similarly situated, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. Any purported Transfer of Units that is not in accordance with, or subsequently violates, this Agreement shall be, to the fullest extent permitted by law, null and void. If a Member transfers all or a portion of its Class B Units to a transferee in compliance with this Agreement, the Member shall surrender a number of shares of Class X Common Stock to the Managing Member equal to the number of transferred Class B Units, such shares of Class X Common Stock will be immediately cancelled, and the Managing Member shall issue the same number of shares of Class X Common Stock (to the extent permitted by the Managing Member Charter) to such transferee upon its admittance to the Company as a Member.
(b) Notwithstanding anything otherwise to the foregoingcontrary in this Section 8.01, without the parties hereto agree that consent of the Managing Member shall not unreasonably withhold consent to or any Transfer of Units (i) by will or intestacy; (ii) as other Person, each Member that is a bona fide gift or gifts; (iii) to any trust, partnership, limited liability company or other entity for the direct or indirect benefit Member holding at least 5% of the holder Class A Percentage Interest or Class B Percentage Interest, as applicable, may Transfer all or any portion of its Class A Units or Class B Units, as applicable, in a Transfer that complies with Section 8.04, unless the immediate family Managing Member timely and reasonably objects in accordance with Section 8.04, so long as such transfer does not increase the number of such holder; (iv) to any immediate family member or other dependent Members of the holder; (v) as a distribution to limited partners, members or stockholders of the holder; (vi) to the holder’s affiliates or to any investment fund or other entity controlled or managed by the holder; (vii) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under the foregoing clauses (i) through (vi); or (viii) pursuant to an order of a court or regulatory agencyCompany.
(c) Notwithstanding anything otherwise to the contrary in this Section 8.028.01, each Member may Transfer Units in an Exchange Transactions pursuant to, and in accordance with, the Exchange AgreementARTICLE XI; provided that in the case of any Member other than a Member holding at least 5% of the Class A Percentage Interest or Class B Percentage Interest, as applicable, that such Exchange Transactions shall be effected in compliance with reasonable policies that the Managing Member may adopt or promulgate from time to time and advise the Members of in writing (including policies requiring the use of designated administrators or brokers) in its sole reasonable discretion; provided further provided, further, that prior if such policies conflict with the terms of ARTICLE XI, the provisions of ARTICLE XI shall apply in lieu thereof to any Exchange to the fifth anniversary extent of the date hereof, no Member may Transfer, without the prior consent of the Managing Member, any shares of Class A common stock of the Managing Member received by such Member in exchange for Units pursuant to an Exchange Transaction. Notwithstanding the foregoing, from and after the third and fourth anniversaries of the date hereof, each Member may Transfer shares of Class A common stock of the Managing Member, which shares were received by such Member in exchange for Units pursuant to Exchange Transactions, representing no more than 33 1/3% and 66 2/3%, respectively, of the Units held by such Member on the date hereof, without the prior consent of the Managing Memberconflict.
(d) Notwithstanding anything otherwise to the contrary in this Section 8.028.01, a Personal Planning Vehicle of a Member may Transfer Units: (i) a Member that is a natural person may Transfer all or any portion of his or her Units without consideration to the donor thereof; any member of his or her Family Group, (ii) if the Personal Planning Vehicle a Member that is a grantor retained annuity trust and the trustee(s) an entity may Transfer all or any portion of its Units to any Affiliate of such grantor retained annuity trust is obligated to make one Member (including any partner, shareholder or more distributions to the donor member controlling or under common control with such Member and Affiliated investment fund or vehicle of the grantor retained annuity trust, the estate of the donor of the grantor retained annuity trust, the spouse of the donor of the grantor retained annuity trust or the estate of the spouse of the donor of the grantor retained annuity trust, to any such Persons; or Member) and (iii) upon the death Managing Member may implement other policies and procedures to permit the Transfer of Units by the other Members for personal planning purposes and any such Transfer effected in compliance with such policies and procedures shall not require the prior consent of the Managing Member, to in the spouse case of such Member or each of (i), (ii) and (iii), in a trust for which a deduction under Transfer that complies with Section 2056 or 2056A (or any successor provisions) of the Code may be sought8.04.
Appears in 1 contract
Samples: Business Combination Agreement (Spree Acquisition Corp. 1 LTD)
Member Transfers. (a) Except as otherwise agreed to in writing between the Managing Member and the applicable Member and reflected in the books and records of the CompanyCompany or as otherwise provided in this Article VIII, no Member or Assignee thereof may Transfer (including pursuant to an Exchange Transaction) all or any portion of its Units or other interest in the Company (or beneficial interest therein) without the prior consent of the Managing Member, which consent may be given or withheld, or made subject to such conditions (including, without limitation, the receipt of such legal opinions and other documents that the Managing Member may require) as are determined by the Managing Member, in each case in the Managing Member’s sole discretion, and which consent may be in the form of a plan or program entered into or approved by the Managing Member, in its sole discretion. Any such determination in the Managing Member’s sole discretion in respect of Units shall be final and binding. Such determinations need not be uniform and may be made selectively among Members, whether or not such Members are similarly situated, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. Any purported Transfer of Units that is not in accordance with, or subsequently violates, this Agreement shall be, to the fullest extent permitted by law, null and void. If a Member transfers all or a portion of its Units or other interest in the Company to a transferee in compliance with this Agreement, the Managing Member shall issue a share of Class V Common Stock to such transferee upon its admittance to the Company as a Member; provided, however, that such transferee is not already admitted to the Company as a Member and does not already hold a share of Class V Common Stock at the time of such transfer.
(b) Notwithstanding anything otherwise to the foregoingcontrary in this Section 8.01, without the parties hereto agree that consent of the Managing Member shall not unreasonably withhold consent to or any Transfer of Units other Person, (i) by will each Member that is (A) a Stockholder Party or intestacy; (B) a Member holding at least [·]%1 of the Total Percentage Interest may Transfer all or any portion of its Units in a Transfer that complies with Section 8.04, unless the Managing Member timely and reasonably objects in accordance with Section 8.04 and (ii) as a bona fide gift or gifts; (iii) to any trust, partnership, limited liability company or other entity for the direct or indirect benefit of the holder or the immediate family of such holder; (iv) to any immediate family member or other dependent of the holder; (v) as a distribution to limited partners, members or stockholders of the holder; (vi) each Member may transfer Units to the holder’s affiliates or to any investment fund or other entity controlled or managed by the holder; (vii) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under the foregoing clauses (i) through (vi); or (viii) Company Financial Advisor pursuant to an order of a court or regulatory agencythe Engagement Letter.
(c) Notwithstanding anything otherwise to the contrary in this Section 8.028.01, each Member may Transfer Units in Exchange Transactions pursuant to, and in accordance with, the Exchange Agreement; provided that in the case of any Member other than (i) a Stockholder Party or (ii) a Member holding at least [·]%2 of the Total Percentage Interest, that such Exchange Transactions shall be effected in compliance with reasonable policies that the Managing Member may adopt or promulgate from time to time and advise the Members of in writing (including policies requiring the use of designated administrators or brokers) in its sole reasonable discretion; provided further provided, further, that prior if such policies conflict with the terms of the Exchange Agreement, the provisions of the Exchange Agreement shall apply in lieu thereof to any Exchange Transaction to the fifth anniversary extent of the date hereof, no Member may Transfer, without the prior consent of the Managing Member, any shares of Class A common stock of the Managing Member received by such Member in exchange for Units pursuant to an Exchange Transaction. Notwithstanding the foregoing, from and after the third and fourth anniversaries of the date hereof, each Member may Transfer shares of Class A common stock of the Managing Member, which shares were received by such Member in exchange for Units pursuant to Exchange Transactions, representing no more than 33 1/3% and 66 2/3%, respectively, of the Units held by such Member on the date hereof, without the prior consent of the Managing Memberconflict.
(d) Notwithstanding anything otherwise to the contrary in this Section 8.028.01, a Personal Planning Vehicle of a (i) an individual Member may Transfer Units: (i) all or any portion of his or her Units without consideration to the donor thereof; any member of his or her Family Group in a Transfer that complies with Section 8.04 and (ii) if the Personal Planning Vehicle is a grantor retained annuity trust Managing Member may implement other policies and procedures to permit the trustee(s) Transfer of Units by the other Members for personal planning purposes and any such grantor retained annuity trust is obligated to make one or more distributions to Transfer effected in compliance with such policies and procedures shall not require the donor prior consent of the grantor retained annuity trust, the estate of the donor of the grantor retained annuity trust, the spouse of the donor of the grantor retained annuity trust or the estate of the spouse of the donor of the grantor retained annuity trust, to any such Persons; or (iii) upon the death of such Managing Member, to the spouse of such Member or a trust for which a deduction under Section 2056 or 2056A (or any successor provisions) of the Code may be sought.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Thunder Bridge Acquisition LTD)
