Common use of Restrictions on the Transfer of a Membership Interest Clause in Contracts

Restrictions on the Transfer of a Membership Interest. A Member may Transfer all or part of a Membership Interest only in accordance with applicable Laws and the provisions of this Agreement, including the following provisions of this Section. Any purported Transfer in breach of the terms of this Agreement shall be null and void ab initio, and the Company shall not recognize any such prohibited Transfer. (a) A Membership Interest shall not be Transferred except pursuant to an applicable exemption from registration under the Securities Act of 1933 and other applicable securities Laws; (b) Except as otherwise provided in this Agreement or by applicable Laws, a Transfer of a Membership Interest shall be effective only to give the Transferee the right to receive the share of allocations and distributions to which the Transferor would otherwise be entitled, and no Transferee of a Membership Interest shall have the right to become a Substituted Member; (c) Unless and until a Transferee is admitted as a Substituted Member, (i) the Transferee shall have no right to exercise any of the powers, rights and privileges of a Member hereunder other than to receive its share of allocations and distributions pursuant to Section 3.5 (b), and (ii) the Member who has Transferred all or any part of its Membership Interest to such Transferee shall cease to be a Member with respect to such Membership Interest upon Transfer of such Membership Interest and thereafter shall have no further powers, rights and privileges as a Member hereunder with respect to such Membership Interest (to the extent so Transferred), but shall, unless otherwise relieved of such obligations, remain liable for all obligations and duties as a Member with respect to such Membership Interest; provided, however, that if the Transferee reconveys such Membership Interest to the Transferor within ten days after the Transferor becomes aware that the Transferee will not become a Substituted Member, the Transferor shall once again be entitled to all of the powers, rights and privileges of a Member hereunder; (d) Subject to compliance with the terms and conditions of Section 3.6, a Transferee may become a Substituted Member if the Transferee agrees in writing to be bound by all the terms and conditions, as then in effect, of this Agreement; (e) At the time all of the provisions of Sections 3.5, 3.6 and 3.7 are complied with, (i) a Substituted Member shall have all of the powers, rights, privileges, duties, obligations and liabilities of a Member, as provided in this Agreement and by applicable Laws to the extent of the Membership Interest so Transferred and (ii) the Member who Transferred the Membership Interest shall

Restrictions on the Transfer of a Membership Interest. A Member may Transfer all or part of a Membership Interest only in accordance with applicable Laws and the provisions of this Agreement, including the following provisions of this Section. Any purported Transfer in breach of the terms of this Agreement shall be null and void ab initio, and the Company shall not recognize any such prohibited Transfer. (a) A Membership Interest shall not be Transferred except pursuant to an applicable exemption from registration under the Securities Act of 1933 and other applicable securities Laws; (b) Except as otherwise provided in this Agreement or by applicable Laws, a Transfer of a Membership Interest shall be effective only to give the Transferee the right to receive the share of allocations and distributions to which the Transferor would otherwise be entitled, and no Transferee of a Membership Interest shall have the right to become a Substituted Member; (c) Unless and until a Transferee is admitted as a Substituted Member, (i) the Transferee shall have no right to exercise any of the powers, rights and privileges of a Member hereunder other than to receive its share of allocations and distributions pursuant to Section 3.5 (b3.5(b), and (ii) the Member who has Transferred all or any part of its Membership Interest to such Transferee shall cease to be a Member with respect to such Membership Interest upon Transfer of such Membership Interest and thereafter shall have no further powers, rights and privileges as a Member hereunder with respect to such Membership Interest (to the extent so Transferred), but shall, unless otherwise relieved of such obligations, remain liable for all obligations and duties as a Member with respect to such Membership Interest; provided, however, that if the Transferee reconveys such Membership Interest to the Transferor within ten days after the Transferor becomes aware that the Transferee will not become a Substituted Member, the Transferor shall once again be entitled to all of the powers, rights and privileges of a Member hereunder; (d) Subject to compliance with the terms and conditions of Section 3.6, a Transferee may become a Substituted Member if the Transferee agrees in writing to be bound by all the terms and conditions, as then in effect, of this Agreement; (e) At the time all of the provisions of Sections 3.5, 3.6 and 3.7 are complied with, (i) a Substituted Member shall have all of the powers, rights, privileges, duties, obligations and liabilities of a Member, as provided in this Agreement and by applicable Laws to the extent of the Membership Interest so Transferred and (ii) the Member who Transferred the Membership Interest shallshall be relieved of all of the obligations and liabilities with respect to such Membership Interest; provided that such Member shall remain fully liable for all liabilities and obligations relating to such Membership Interest that accrued prior to such Transfer; (f) The Company may, in its reasonable discretion, charge a Member a reasonable fee to cover administrative expenses necessary to effect the Transfer of all or part of such Member's Membership Interest; (g) In the absence of the substitution (as provided herein) of a Transferee for a Transferor, any payment by the Company to the Transferor shall acquit the Company and the Members of all liability to any other Persons who may be interested in such payment by reason of a Transfer by such Member; (h) Notwithstanding any term or condition contained in Sections 3.5, 3.6 and 3.7, any Person shall have the right to grant a Security Interest in any rights or obligations such Person may have arising from or related to this Agreement, the Company or any interest therein and make a Transfer in connection with any such Security Interest; provided that such Security Interest is not created in violation of Sections 3.5(a) and (i) of this Agreement and any other

Restrictions on the Transfer of a Membership Interest. A Member may Transfer all or part all, and not less than all, of a its Membership Interest only in accordance with applicable Laws and the provisions of this Agreement, including the following provisions of this SectionSection 3.5. Any purported Transfer in breach of the terms of this Agreement shall be null and void ab initio, and the Company shall not recognize any such prohibited Transfer. (a) Notwithstanding anything to the contrary contained herein, no Member may effect a Transfer that is not a Disposition, unless such action is approved by the Board. (b) A Membership Interest shall not be Transferred except pursuant to an applicable exemption from registration under the Securities Act of 1933 1933, as amended, and other applicable securities Laws;. (bc) Except for Transferees with respect to Transfers made in accordance with Sections 3.6(a) and 3.6(b), to the extent provided in Section 3.9(a), or as otherwise provided in this Agreement or by applicable Laws, a Transfer of a Membership Interest shall be effective only to give the Transferee the right to receive the share of allocations and distributions to which the Transferor would otherwise be entitled, and (i) no Transferee of a Membership Interest shall have the right to become a Substituted Member; Member and (cii) Unless unless and until a Transferee is admitted as a Substituted Member, (iA) the such Transferee shall have no right to exercise any of the powers, rights and privileges of a Member hereunder other than to receive its share of allocations and distributions pursuant to Section 3.5 (b), this Agreement and (iiB) the Member who has Transferred all or any part of its Membership Interest to such Transferee shall cease to be a Member with respect to such Membership Interest so Transferred upon Transfer of such Membership Interest and thereafter shall have no further powers, rights and privileges as a Member hereunder with respect to such Membership Interest (to the extent so Transferred), but shall, unless otherwise relieved of such obligationsobligations by the Company, remain liable for all obligations and duties as a Member with respect to such Membership Interest; provided, however, that if the Transferee reconveys such Membership Interest to the Transferor Transferring Member within ten days after the Transferor Transferring Member becomes aware that the Transferee will not become a Substituted Member, the Transferor Transferring Member shall once again be entitled to all of the powers, rights and privileges of a Member hereunder;. (d) Subject The Company may, in its reasonable discretion, charge a Member a reasonable fee to compliance cover administrative expenses necessary to effect a Transfer with the terms and conditions respect to any or all of Section 3.6, a Transferee may become a Substituted Member if the Transferee agrees in writing to be bound by all the terms and conditions, as then in effect, of this Agreement;such Member’s Membership Interest. (e) At In the time all absence of the provisions substitution (as provided herein) of Sections 3.5a Transferee for a Transferring Member, 3.6 any payment by the Company to the Transferring Member shall acquit the Company and 3.7 are complied withthe Members of all liability to any other Persons who may be interested in such payment by reason of a Transfer by such Member. (f) Notwithstanding any other provision hereof to the contrary, no Transfer may be made which, in the Board’s reasonable judgment, would cause a material breach, event of default, default or acceleration of payments or which would require the Company to make any mandatory repurchase offer, mandatory repurchase, mandatory redemption or mandatory prepayment, under any agreement or instrument to which the Company or any of its direct or indirect subsidiaries is a party. (g) Neither the Company nor any Member shall be bound or otherwise affected by any Transfer of any Membership Interest of which such Person has not received notice pursuant to Section 3.7. (h) Except as specifically provided under Section 3.6(c) or 3.6(d), a Member in Default shall not Transfer, and shall not permit a Transfer of, its Membership Interest. (i) a Substituted Member shall have all of the powers, rights, privileges, duties, obligations and liabilities of a Member, as provided in this Agreement and by applicable Laws Notwithstanding any other provision hereof to the extent of the contrary, Xxxxxx Xxxxxx shall not Transfer its Membership Interest so Transferred and (ii) to a GMX Competitor without the Member who Transferred the Membership Interest shallprior Consent of GMX, which consent may be withheld at GMX’s sole discretion.

Restrictions on the Transfer of a Membership Interest. A Member may Transfer all or part of a Membership Interest only in accordance with applicable Laws and the provisions of this Agreement, including the following provisions of this Section. Any purported Transfer in breach of the terms of this Agreement shall be null and void ab initio, and the Company shall not recognize any such prohibited Transfer. (a) A Membership Interest shall not be Transferred except pursuant to an applicable exemption from registration under the Securities Act of 1933 and other applicable securities Laws; (b) Except as otherwise provided in this Agreement or by applicable Laws, a Transfer of a Membership Interest shall be effective only to give the Transferee the right to receive the share of allocations and distributions to which the Transferor would otherwise be entitled, and no Transferee of a Membership Interest shall have the right to become a Substituted Member; (c) Unless and until a Transferee is admitted as a Substituted Member, (i) the Transferee shall have no right to exercise any of the powers, rights and privileges of a Member hereunder other than to receive its share of allocations and distributions pursuant to Section 3.5 (b3.4(b), and (ii) the Member who has Transferred all or any part of its Membership Interest to such Transferee shall cease to be a Member with respect to such Membership Interest upon Transfer of such Membership Interest and thereafter shall have no further powers, rights and privileges as a Member hereunder with respect to such Membership Interest (to the extent so Transferred), but shall, unless otherwise relieved of such obligations, remain liable for all obligations and duties as a Member with respect to such Membership Interest; provided, however, that if the Transferee reconveys such Membership Interest to the Transferor within ten days after the Transferor becomes aware that the Transferee will not become a Substituted Member, the Transferor shall once again be entitled to all of the powers, rights and privileges of a Member hereunder; (d) Subject to compliance with the terms and conditions of Section 3.63.5, a Transferee may become a Substituted Member if the Transferee agrees in writing to be bound by all the terms and conditions, as then in effect, of this Agreement; (e) At the time all of the provisions of Sections 3.53.4, 3.5 and 3.6 and 3.7 are complied with, (i) a Substituted Member shall have all of the powers, rights, privileges, duties, obligations and liabilities of a Member, as provided in this Agreement and by applicable Laws to the extent of the Membership Interest so Transferred and (ii) the Member who Transferred the Membership Interest shallshall be relieved of all of the obligations and liabilities with respect to such Membership Interest; provided that such Member shall remain fully liable for all liabilities and obligations relating to such Membership Interest that accrued prior to such Transfer; (f) The Company may, in its reasonable discretion, charge a Member a reasonable fee to cover administrative expenses necessary to effect the Transfer of all or part of such Member's Membership Interest; (g) In the absence of the substitution (as provided herein) of a Transferee for a Transferor, any payment by the Company to the Transferor shall acquit the Company and the Members of all liability to any other Persons who may be interested in such payment by reason of a Transfer by such Member; (h) Notwithstanding any term or condition contained in Sections 3.4, 3.5 and 3.6, any Person shall have the right to grant a Security Interest in any rights or obligations such Person may have arising from or related to this Agreement, the Company or any interest therein and make a Transfer in connection with any such Security Interest; provided that such Security Interest is not created in violation of Sections 3.4(a) and (i) of this Agreement and any other provisions contained in this Agreement and the Company is promptly notified in writing of such Security Interest; and (i) Notwithstanding any contrary provision contained in this Agreement, no Person shall Transfer to any other Person such Person's rights or obligations arising from or related to this Agreement, the Company or any interest therein if such Transfer would result in violation of the Act or any other Laws. Any such attempted Transfers are void ab initio.

Restrictions on the Transfer of a Membership Interest. A Member may Transfer all or part of a Membership Interest only in accordance with applicable Laws and the provisions of this Agreement, including the following provisions of this Section. Any purported Transfer in breach of the terms of this Agreement shall be null and void ab initio, and the Company shall not recognize any such prohibited Transfer. (a) A Membership Interest shall not be Transferred except pursuant to an applicable exemption from registration under the Securities Act of 1933 and other applicable securities Laws; (b) Except as otherwise provided in this Agreement or by applicable Laws, a Transfer of a Membership Interest shall be effective only to give the Transferee the right to receive the share of allocations and distributions to which the Transferor would otherwise be entitled, and no Transferee of a Membership Interest shall have the right to become a Substituted Member; (c) Unless and until a Transferee is admitted as a Substituted Member, (i) the Transferee shall have no right to exercise any of the powers, rights and privileges of a Member hereunder other than to receive its share of allocations and distributions pursuant to Section 3.5 (b3.05(b), and (ii) the Member who has Transferred all or any part of its Membership Interest to such Transferee shall cease to be a Member with respect to such Membership Interest upon Transfer of such Membership Interest and thereafter shall have no further powers, rights and privileges as a Member hereunder with respect to such Membership Interest (to the extent so Transferred), but shall, unless otherwise relieved of such obligations, remain liable for all obligations and duties as a Member with respect to such Membership Interest; provided, however, that if the Transferee reconveys such Membership Interest to the Transferor within ten days after the Transferor becomes aware that the Transferee will not become a Substituted Member, the Transferor shall once again be entitled to all of the powers, rights and privileges of a Member hereunder; (d) Subject to compliance with the terms and conditions of Section 3.63.06, a Transferee may become a Substituted Member if the Transferee agrees in writing to be bound by all the terms and conditions, as then in effect, of this Agreement; (e) At the time all of the provisions of Sections 3.53.05, 3.6 3.06 and 3.7 3.07 are complied with, (i) a Substituted Member shall have all of the powers, rights, privileges, duties, obligations and liabilities of a Member, as provided in this Agreement and by applicable Laws to the extent of the Membership Interest so Transferred and (ii) the Member who Transferred the Membership Interest shallshall be relieved of all of the obligations and liabilities with respect to such Membership Interest; provided that such Member shall remain fully liable for all liabilities and obligations relating to such Membership Interest that accrued prior to such Transfer; (f) The Company may, in its reasonable discretion, charge a Member a reasonable fee to cover the additional administrative expenses incurred in connection with or as a consequence of any Transfer of all or part of such Member's Membership Interest; (g) In the absence of the substitution (as provided herein) of a Member for a transferring Member, any payment to the transferring Member shall acquit the Company and the Members of all liability to any other Persons who may be interested in such payment by reason of a Transfer by such Member; (h) Notwithstanding any term or condition contained in Sections 3.05, 3.06 and 3.07, any Person shall have the right to grant a Security Interest in any rights or obligations such Person may have arising from or related to this Agreement, the Company or any interest therein and make a Transfer in connection with any such Security Interest; provided that such Security Interest is not created in violation of Sections 3.05(a) and (i) of this Agreement and any other provisions contained in this Agreement and the Company is promptly notified in writing of such Security Interest; and (i) Each Member or Transferee agrees not to Transfer all or any part of its Membership Interest (or take or omit any action, filing, election, or other action which could result in a deemed Transfer) if such Transfer (either considered alone or in the aggregate with prior Transfers by the same Member or any other Members or Transferees) would result in the termination of the Company for federal income tax purposes. Such an attempted Transfer is void ab initio. Notwithstanding any contrary provision contained in this Agreement, no Person shall Transfer to any other Person such Person's rights or obligations arising from or related to this Agreement, the Company or any interest therein if such Transfer (A) would result in violation of the Act or any local, state or federal (including agencies thereof) rule, statute or Laws (including, without limitation, those promulgated by the Minerals Management Service), (B) would alter the non-jurisdictional status of the Company with respect to the jurisdiction of the Federal Energy Regulatory Commission or any successor thereto or (C) have a material adverse effect on the assets or operations of the Company. Any such attempted Transfers are void ab initio.

Restrictions on the Transfer of a Membership Interest. A Member may Any Transfer all or part of a Membership Interest may only be made in accordance with applicable Laws and the provisions of this Agreement, including the following provisions of this SectionSection 3.5. Any purported Transfer in breach of the terms of this Agreement shall be null and void ab initio, and the Company shall not recognize any such prohibited Transfer. (a) Notwithstanding anything to the contrary contained herein, no Member may effect a Transfer of less than all of its Membership Interest, unless such action is approved by the other Member. (b) A Membership Interest shall not be Transferred except pursuant to an applicable exemption from registration under the Securities Act of 1933 1933, as amended, and other applicable securities Laws;. (bc) Except for Transferees with respect to Transfers made in accordance with Sections 3.6(a) and 3.6(b) (to the extent provided in Section 3.9(a)) or as otherwise provided in this Agreement or by applicable Laws, a Transfer of a Membership Interest shall be effective only to give the Transferee the right to receive the share of allocations and distributions to which the Transferor would otherwise be entitled, and (i) no Transferee of a Membership Interest shall have the right to become a Substituted Member; Member and (cii) Unless unless and until a Transferee is admitted as a Substituted Member, (iA) the such Transferee shall have no right to exercise any of the powers, rights and privileges of a Member hereunder other than to receive its share of allocations and distributions pursuant to Section 3.5 (b), this Agreement and (iiB) the Member who has Transferred all or any part of its Membership Interest to such Transferee shall cease to be a Member with respect to such Membership Interest so Transferred upon Transfer of such Membership Interest and thereafter shall have no further powers, rights and privileges as a Member hereunder with respect to such Membership Interest (to the extent so Transferred), but shall, unless otherwise relieved of such obligationsobligations by the Company, remain liable for all obligations and duties as a Member with respect to such Membership Interest; provided, however, that if the Transferee reconveys such Membership Interest to the Transferor Transferring Member within ten 10 days after the Transferor Transferring Member becomes aware that the Transferee will not become a Substituted Member, the Transferor Transferring Member shall once again be entitled to all of the powers, rights and privileges of a Member hereunder;. (d) Subject The Company may, in its reasonable discretion, charge the Transferring Member a reasonable fee to compliance cover administrative expenses necessary to effect a Transfer with the terms and conditions respect to any or all of Section 3.6, a Transferee may become a Substituted Member if the Transferee agrees in writing to be bound by all the terms and conditions, as then in effect, of this Agreement;such Member’s Membership Interest. (e) At In the time all absence of the provisions substitution (as provided herein) of Sections 3.5a Transferee for a Transferring Member, 3.6 and 3.7 are complied with, (i) a Substituted any payment by the Company to the Transferring Member shall have acquit the Company and the Members of all of the powers, rights, privileges, duties, obligations and liabilities liability to any other Persons who may be interested in such payment by reason of a Transfer by such Member, as provided in this Agreement and . (f) Neither the Company nor any Member shall be bound or otherwise affected by applicable Laws to the extent any Transfer of the any Membership Interest so Transferred with respect to which such Person has not received notice pursuant to Section 3.7. (g) Except as specifically provided under Section 3.6(c) or 3.6(d), a Member in Default shall not Transfer, and (ii) the Member who Transferred the shall not permit a Transfer of, its Membership Interest shallInterest.