Regulatory Hardship Transfers; Surrender Right. (a) If (i) a Class A Member receives a directive from any Governmental Authority to divest any Units, (ii) a Class A Member determines in good faith and based on the advice of counsel (which may be in-house counsel) that (A) its continuing as a Member is legally impermissible, (B) it controls the Company for purposes of the BHCA, or the Home Owners’ Loan Act of 1933, as amended, (C) as a result of a change in the business of the Company or any Company Subsidiary, it would be prohibited or materially restricted by Applicable Law from holding all or a portion of the Units, (D) its continuing as a Member would significantly and adversely affect its relationship with its applicable regulators or cause such Member significant reputational harm, or (E) the taking of any action by the Company or any Company Subsidiary would or could result in material legal consequences, material regulatory consequences or material reputational consequences to such Member or require such Member to file any application or notice for approval with its regulators or (iii) the SEC requires changes to the ownership or governance structure of MEMX LLC or the Company as contemplated herein, and such changes materially and adversely affect the rights and benefits expected with respect thereto as of the Effective Date by a Class A Member (in the case of each of the foregoing clauses (i), (ii) and (iii), a “Regulatory Hardship Determination”), such Class A Member shall promptly (but no later than ten (10) Business Days following such determination) notify the Company of such Regulatory Hardship Determination.
(b) Subject always to Sections 10.1 and 10.3, a Class A Member which has made a Regulatory Hardship Determination may Transfer all or a portion of its Units in accordance therewith; provided, that, in such event (i) Sections 10.1(a)(i) and 10.5 shall not apply to such Transfer, and (ii) all of the time periods applicable pursuant to Section 10.3 shall be reduced by half.
(c) A Class A Member which has (i) made a Regulatory Hardship Determination or (ii) otherwise determined that continued ownership of the Class A Units by such Class A Member would have a materially adverse impact on such Class A Member as a result of applicable regulatory laws, may, at any time thereafter and acting in its sole discretion, voluntarily surrender to the Company any or all of its Units at any time, for consideration of one dollar ($1.00), provided, that in such event Section 10.1(a)(i), Section 10.3 and ...
Regulatory Hardship Transfers; Surrender Right. (a) If (i) a Class A Member or a Class C Member receives a directive from any Governmental Authority to divest any Units, (ii) a Class A Member or a Class C Member determines in good faith and based on the advice of counsel (which may be in-house counsel) that
(A) its continuing as a Member is legally impermissible, (B) it controls or could be presumed to control the Company for purposes of the BHCA, or the Home Owners’ Loan Act of 1933, as amended, (C) as a result of a change in the business of the Company or any Company Subsidiary, it would be prohibited or materially restricted by Applicable Law from holding all or a portion of the Units, (D) its continuing as a Member would significantly and adversely affect its relationship with its applicable regulators or cause such Member significant reputational harm, or (E) the taking of any action by the Company or any Company Subsidiary would or could result in material legal consequences, material regulatory consequences or material reputational consequences to such Member or require such Member to file any application or notice for approval with its regulators or
