Common use of Member Transfers Clause in Contracts

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.

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.

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.

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.

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.