Common use of Restrictions on Transfer of Membership Interests Clause in Contracts

Restrictions on Transfer of Membership Interests. (a) Except as otherwise provided in this Article IX, no Member may offer, sell, assign, hypothecate, pledge or otherwise transfer its Membership Interest, in whole or in part, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a “Transfer”) or withdraw or retire from the Company, without the written consent of the Manager, which consent may be withheld in the sole and absolute discretion of the Manager. The Manager may require, as a condition of any Transfer, that the transferor assume all costs incurred by the Company in connection therewith. The Manager consents to the following Transfers of Common Units: (i) on the Effective Date by Ashford Trust OP to its limited partners and (ii) on the Exchange Date by such limited partners, including Ashford OP Limited Partner LLC, to Ashford Inc. In no event may a Member have any rights to distributions pursuant to Act §18-604 without Manager’s approval. (b) No Member may effect a Transfer of its Membership Interest if, (i) in the opinion of legal counsel for the Company, such proposed Transfer would require the registration of the Membership Interest under the Securities Act of 1933, as amended, or would otherwise violate any applicable federal or state securities or “Blue Sky” law (including investment suitability standards) or (ii) the assignee is not an Accredited Investor within the meaning of Rule 501 of the Securities Act of 1933, as amended. (c) No Transfer by a Member of its Units may be made to any Person if (i) the Manager determines that the Transfer would create a risk that the Company would be treated as an association taxable as a corporation or (ii) such transfer is effectuated through an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code. (d) Subject to the other provisions of this Section 9.2, Section 9.2(a) shall not prevent any donative Transfer by an individual Member to his immediate family members or any trust in which the individual or his immediate family members own, collectively, one hundred percent (100%) of the beneficial interests, provided that the transferor assumes all costs of the Company in connection therewith and any such transferee shall not have the rights of a Substitute Member (unless and until admitted as a Substitute Member pursuant to this Section 9.2 and Section 9.3 of this Agreement). (e) Any Transfer in contravention of any of the provisions of this Article IX shall be void and ineffectual and shall not be binding upon, or recognized by, the Company. Except as required by operation of law Transfers of Membership Interests and Units shall be made on the books of the Company only upon receipt of proper transfer instructions from the registered holder of the Membership Interests and Units and upon compliance with the other provisions of this Article IX.

Restrictions on Transfer of Membership Interests. (a) Except No Member may Transfer its Membership Interests except as otherwise provided expressly permitted by this Agreement. The restrictions of this ARTICLE XIII shall bind any third party transferee of the Membership Interests (other than third party transferees of the Membership Interests who receive such Membership Interests in a public offering in connection with the exercise of registration rights pursuant to Section 13.1(b)(ii)), and any such transferee must agree in writing to be bound by these provisions. Any purported Transfer that violates this Agreement or any restrictive legend on the certificates representing any of the Membership Interests shall be null and void; the Company shall not record, on its transfer books or otherwise, any such purported Transfer. (b) The following Transfers are permitted, subject to the conditions stated elsewhere in this Article IXAgreement, including Section 13.1(c) to (h), if applicable: (i) Any Member may Transfer its Membership Interests pursuant to Section 14.1 or Section 14.4 or the exercise of registration rights under the Shareholder Agreement. (ii) Any Member may Transfer its Membership Interests (or any option to acquire such Member Interests) to any Controlled Affiliate of such Member without complying with any other provisions of this ARTICLE XIII. (iii) Fiat may Transfer its Membership Interests to any Person if the Transfer complies with Section 13.3. (iv) A Non-Fiat Member may Transfer its Membership Interests if the Transfer is in accordance with Section 13.2. (v) If at any time after a Transfer of Membership Interests from a Member to its Controlled Affiliate such Controlled Affiliate ceases to qualify as a Controlled Affiliate (an “Unwinding Event”), then (A) such Controlled Affiliate and such original transferring Member shall promptly notify the Company of the pending occurrence of such Unwinding Event; and (B) prior to such Unwinding Event, such Controlled Affiliate and such Member shall take all actions necessary to effect a Transfer of all the Membership Interests of the Company held by such Controlled Affiliate either back to such Member or, to the extent permitted by this Agreement, to another Person that qualifies as a Controlled Affiliate of such Member. (vi) The VEBA or its wholly owned subsidiaries (including VEBA Holdco) may Transfer its Membership Interest to (i) Fiat or any of its transferees pursuant to the Call Option Agreement or (ii) to Fiat or any of its transferees pursuant to the Equity Recapture Agreement without complying with any other provisions of this ARTICLE XIII. (c) Notwithstanding any other provision of this ARTICLE XIII (except as expressly permitted by Selection 13.1(b)(ii) and (vi), no Member Transfer of Membership Interests may offerbe made unless, sellin the opinion of counsel (who may be counsel for the Company), assign, hypothecate, pledge or otherwise transfer its Membership Interestreasonably satisfactory in form and substance to the Board of Directors and counsel for the Company (which opinion requirement may be waived, in whole or in part, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a “Transfer”) or withdraw or retire from the Company, without the written consent of the Manager, which consent may be withheld in the sole and absolute discretion of the Manager. The Manager may requireBoard of Directors), as a condition of any Transfer, that the transferor assume all costs incurred by the Company in connection therewith. The Manager consents to the following Transfers of Common Units: such Transfer would not (i) on the Effective Date by Ashford Trust OP to its limited partners and (ii) on the Exchange Date by such limited partners, including Ashford OP Limited Partner LLC, to Ashford Inc. In no event may a Member have any rights to distributions pursuant to Act §18-604 without Manager’s approval. (b) No Member may effect a Transfer of its Membership Interest if, (i) in the opinion of legal counsel for the Company, such proposed Transfer would require the registration of the Membership Interest under the Securities Act of 1933, as amended, or would otherwise violate any applicable federal securities Laws or any state securities or “Blue Skyblue sky” law Laws (including investment any investor suitability standards) applicable to the Company or the Membership Interests to be Transferred, (ii) cause the assignee is not Company to be required to register as an Accredited Investor within “investment company” under the meaning of Rule 501 of the Securities Act of 19331940 Act, as amended.or (ciii) No Transfer by have a Member of its Units may be made to any Person if (i) the Manager determines that the Transfer would create a risk that material and adverse effect on the Company would be treated as an association taxable as a corporation result of any requirement of Law that becomes or (ii) that may become applicable in connection with or as a result of such transfer is effectuated through an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the CodeTransfer. (d) Subject Notwithstanding any other provision of this ARTICLE XIII (except as expressly permitted by Selection 13.1(b)(ii) and (vi)), each Non-Fiat Member agrees that it will not Transfer any Membership Interests (or portion thereof) without Fiat’s express written direction (and subject to the other terms of any express written direction from Fiat) if Fiat reasonably determines that such Transfer would cause the Fiat Group to (i) have a Controlling Interest in the Company or any of its Subsidiaries or (ii) otherwise be treated as a “single employer” with the Company or any of its Subsidiaries under Section 414 of the Code or Section 4001 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (with respect to both (i) and (ii), disregarding the provisions of this Section 9.213.1(d)(ii)). (i) The Company and its Subsidiaries agree to not take any action, Section 9.2(aincluding but not limited to any Transfer, which could cause the Fiat Group (without Fiat’s express written direction, and subject to the terms of any express written direction from Fiat) shall not prevent any donative Transfer by an individual Member or the VEBA to his immediate family members (A) have a Controlling Interest in the Company or any trust of its Subsidiaries or (B) otherwise be treated as a “single employer” with the Company or any of its Subsidiaries under Section 414 of the Code or Section 4001 of ERISA. (ii) Notwithstanding any provision of this Agreement (or any other agreement or arrangement) to the contrary, in the event that the Fiat Group acquires a Controlling Interest in the Company or any of its Subsidiaries or otherwise is treated as a “single employer” with the Company or any of its Subsidiaries under Section 414 of the Code or Section 4001 of ERISA (the maximum amount of Membership Interests which can be held by the individual Fiat Group without constituting such a Controlling Interest or his immediate family members ownbeing treated as such a “single employer” is referred to as the “Ownership Limit”), collectivelythen at Fiat’s express written direction to the Company (and subject to the terms of such express written direction) to apply the following provisions: (A) to the extent the reason the Fiat Group exceeded the Ownership Limit was as a result of its ownership of Membership Interests or other economic rights, one hundred percent then: (100%1) the number of Class A Membership Interests subject to the Call Option pursuant to the Call Option Agreement shall automatically be reduced (but not below zero), as provided in Section 2.2(g) of the beneficial interestsCall Option Agreement, by the minimum amount necessary for the Membership Interests held by the Fiat Group to be below the Ownership Limit, with no other action required by the Fiat Group, the Company or any other party; provided that this sub-paragraph (1) shall only apply if such reduction would decrease the transferor assumes all costs Fiat Group’s Controlling Interest in the Company or any of its Subsidiaries and; (2) if the actions taken pursuant to sub-paragraph (1) do not result in a reduction of Membership Interests held by the Fiat Group to an amount below the Ownership Limit, then any Membership Interests held by the Fiat Group in excess of the Company in connection therewith and Ownership Limit after taking into account any such transferee shall not have the rights of a Substitute Member (unless and until admitted as a Substitute Member action taken pursuant to this Section 9.2 and Section 9.3 sub-paragraph (1) (the “Excess Membership Interests”) shall be deemed to have been automatically transferred, with no other action required by the Fiat Group, the Company or any other party, to a trust established for the purpose of holding the Excess Membership Interests (the “Trust”). Excess Membership Interests held in the Trust shall be entitled to the benefits to which any Member may be entitled as provided in this Agreement, shall retain full voting rights and shall otherwise be treated as Outstanding Membership Interests for all purposes; and (B) to the extent the reason the Fiat Group exceeded the Ownership Limit was on account of its voting power, then: (1) the right of any Independent Director(s) Appointed by Fiat to exercise any voting rights associated with the Membership Interests held by a VEBA Holdco shall be waived and the other Independent Directors shall proportionately vote the Membership Interests held by a VEBA Holdco; provided that this sub-paragraph (1) shall only apply if such action would decrease the Fiat Group’s Controlling Interest in the Company or any of its Subsidiaries; (2) if the action taken pursuant to sub-paragraph (1) does not result in a reduction of the voting power held by the Fiat Group to an amount below the Ownership Limit, then any Membership Interests held by the Fiat Group in excess of the Ownership Limit after taking into account any action taken pursuant to sub-paragraph (1) (the “Excess Voting Interests”) shall be deemed to have been automatically placed, with no action required by the Fiat Group, the Company or any other party, in a voting trust (the “Voting Trust”); provided that this sub-paragraph (2) shall only apply if such action would decrease the Fiat Group’s Controlling Interest in the Company or any of its Subsidiaries. The number of Membership Interests held in the Voting Trust shall be automatically increased or decreased, with no action required by the Fiat Group, the Company or any other party, to reflect changes in the amount of the Excess Voting Interests and Fiat shall automatically accede to voting rights associated with Membership Interests previously held in the Voting Trust; and (3) if the actions taken pursuant to sub-paragraphs (A) and (B) do not result in a reduction of the voting power held by the Fiat Group to an amount below the Ownership Limit, then any Excess Voting Interests held by the Fiat Group after taking into account any action taken pursuant to sub-paragraphs (1) and (2) shall be deemed to have been automatically transferred, with no action required by the Fiat Group, the Company or any other party, to the Trust pursuant to Section 13.1(d)(ii)(A)(2). (e) Any Transfer in contravention of any of Each Non-Fiat Member agrees that the provisions of Section 13.1(d)(ii) do not apply as a result of the Transactions contemplated by the Transaction Documents (each as defined in the Master Transaction Agreement). (f) Notwithstanding any other provision of this Article IX shall be void and ineffectual and shall not be binding uponARTICLE XIII, or recognized by, the Company. Except as required by operation of law Transfers of each Member proposing to Surrender any Membership Interests shall deliver to Fiat a written notice of such proposed Surrender no later than 10 days prior to the consummation of such Surrender. The written notice must contain (i) the total number and Units shall be made on the books of the Company only upon receipt of proper transfer instructions from the registered holder class (if applicable) of the Membership Interests subject to the proposed Surrender, and Units (ii) the date such Surrender is expected to be consummated. Following the delivery of the written notice, the Member must promptly furnish Fiat with any other information related to the Surrender that Fiat reasonably requests. (g) Notwithstanding any other provision of this ARTICLE XIII (except as expressly permitted by Sections 13.1(b)(ii) and upon compliance with (vi)), no Member may Transfer Membership Interests if such Member has breached this Agreement or the Shareholder Agreement and such breach is continuing. (h) Notwithstanding any other provisions of this Article IXARTICLE XIII (except as expressly permitted by Sections 13.1(b)(ii) and (vi)), no Transfer of any Membership Interest may be made unless the Tax Matters Member receives (which requirement may be waived by the Tax Matters Member in its reasonable discretion), not less than ten (10) Business Days prior to the date of any proposed Transfer, a written opinion of reputable counsel, satisfactory in form and substance to the Tax Matters Member, to the effect that such Transfer would not (i) result in the termination of the partnership under Section 708(b)(1)(B) of the Code (provided that this shall not apply to a Transfer of Membership Interests pursuant to the Equity Recapture Agreement), or (ii) render the Company a publicly traded partnership under Sections 7704 or 469 of the Code (taking into account any other relevant Transfers) or otherwise cause the Company to lose its status as a partnership for Federal income tax purposes. (i) Except as permitted by Sections 13.1(b)(ii) and (vi), each Non-Fiat Member seeking to Transfer any Membership Interests shall first give written notice of such proposed Transfer to Fiat no later than 10 Business Days prior to the consummation of such Transfer. The written notice shall set forth (A) the number and type of Membership Interests of the Company subject to the proposed Transfer, (B) the date such Transfer is expected to be consummated and (C) the identity of the proposed transferee. In addition, such Non-Fiat Members shall promptly furnish Fiat with any other information related to the proposed Transfer and transferee that Fiat may reasonably request. Fiat shall make any determination required of it under clause (d) of this Section 13.1 no later than the second Business Day prior to the proposed Transfer date. (j) No Person, including the Trust established pursuant to Section 13.1(d)(ii)(A)(2) or the Voting Trust established pursuant to Section 13.1(d)(ii)(B)(2) or the trustees or beneficiaries of such trusts, shall have the right to receive the Excess Membership Interests or the Excess Voting Interests, as applicable, unless the provisions of Section 13.1(d)(ii) are in effect and nothing shall prevent the amendment of Section 13.1(d)(ii) in accordance with Section 5.8.

Restrictions on Transfer of Membership Interests. (a) Except as otherwise provided in this Article IX, no Member may offer, sell, assign, hypothecate, pledge or otherwise transfer its Membership Interest, in whole or in part, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a “Transfer”) or withdraw or retire from the Company, without the written consent of the Manager, which consent may be withheld in the sole and absolute discretion of the Manager. The Manager may require, as a condition of any Transfer, that the transferor assume all costs incurred by the Company in connection therewith. The Manager consents to the following Transfers of Common Units: (i) on the Effective Date by Ashford Trust OP to its limited partners and (ii) on the Exchange Date by such limited partners, including Ashford OP Limited Partner LLC, to Ashford Inc. In no event may a Member have any rights to distributions pursuant to Act §18-604 without Manager’s approval. (b) No Member may effect a Transfer of its Membership Interest if, (i) in the opinion of legal counsel for the Company, such proposed Transfer would require the registration of the Membership Interest under the Securities Act of 1933, as amended, or would otherwise violate any applicable federal or state securities or “Blue Sky” law (including investment suitability standards) or (ii) the assignee is not an Accredited Investor within the meaning of Rule 501 of the Securities Act of 1933, as amended. (c) No Transfer by a Member of its Units may be made to any Person if (i) the Manager determines that the Transfer would create a risk that the Company would be treated as an association taxable as a corporation or (ii) such transfer is effectuated through an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code. (d) Subject to the other provisions of this Section 9.2, Section 9.2(a) shall not prevent any donative Transfer by an individual Member to his immediate family members or any trust in which the individual or his immediate family members own, collectively, one hundred percent (100%) of the beneficial interests, provided that the transferor assumes all costs of the Company in connection therewith and any such transferee shall not have the rights of a Substitute Member (unless and until admitted as a Substitute Member pursuant to this Section 9.2 and Section 9.3 of this Agreement). (e) Any Transfer in contravention of any of the provisions of this Article IX shall be void and ineffectual and shall not be binding upon, or recognized by, the Company. Except as required by operation of law Transfers of Membership Interests and Units shall be made on the books of the Company only upon receipt of proper transfer instructions from the registered holder of the Membership Interests and Units and upon compliance with the other provisions of this Article IX.

Restrictions on Transfer of Membership Interests. (a) Except as otherwise provided permitted in this Article IXVIII, no prior to a Redemption in Full, Common Member may offershall not sell, selltransfer, assign, hypothecate, pledge convey or otherwise transfer its Membership Interestdispose of or subject to a security interest or otherwise charge or encumber, in whole or in part, whether either voluntarily or by operation of law or at judicial sale or otherwise (collectively, a “Transfer”) ), all or withdraw or retire from the Company, any part of its Membership Interest without the prior written approval of PE Member in its sole discretion. Any act in violation of this Article VIII shall, to the fullest extent permitted by law, be null and void ab initio. The approval of any such transaction in any one or more instances shall not limit or waive the requirement for such approval in any other or future instance. Notwithstanding anything to the contrary in this Agreement, solely to the extent that the same is expressly permitted by the terms of the Mortgage Loan Documents, the Common Member’s non-controlling constituent members (and specifically excluding Manager) may cause or permit a Transfer respecting all or a portion of its Membership Interest, or any direct or indirect interest therein without the consent of PE Member, but subject to the Manager, which consent may be withheld in the sole terms and absolute discretion provisions of the Manager. The Manager may require, as a condition Mortgage Loan Documents (including without limitation provisions thereof relating to notice of any Transfer, that the transferor assume all costs incurred by the Company Transfers) and Xxxxx X. Xxxxx shall continue to control Common Member and retain 1.0% direct or indirect ownership interest in connection therewith. The Manager consents to the following Transfers of Common Units: (i) on the Effective Date by Ashford Trust OP to its limited partners and (ii) on the Exchange Date by such limited partners, including Ashford OP Limited Partner LLC, to Ashford Inc. In no event may a Member have any rights to distributions pursuant to Act §18-604 without Manager’s approvalMember. (b) No Notwithstanding anything to the contrary in this Agreement, at law or in equity, no Member may effect a Transfer of its shall transfer or otherwise deal with any Membership Interest if, (i) or allow a transfer of any direct or indirect ownership interest in such Member in a way that would cause a default under any agreement to which the opinion of legal counsel for the Company, such proposed Transfer would require the registration of the Membership Interest under the Securities Act of 1933, as amended, Company or would otherwise violate any applicable federal Property Owner is a party or state securities or “Blue Sky” law (including investment suitability standards) or (ii) the assignee by which it is not an Accredited Investor within the meaning of Rule 501 of the Securities Act of 1933, as amendedbound. (c) No Transfer by The Company shall maintain at its offices a Member of its Units may be made to any Person if (i) register for the Manager determines that the Transfer would create a risk that the Company would be treated as an association taxable as a corporation or (ii) such transfer is effectuated through an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 recordation of the Code. (d) Subject name and address of PE Member, and the amounts owing to the other provisions of this Section 9.2, Section 9.2(a) shall not prevent any donative Transfer by an individual Member to his immediate family members or any trust in which the individual or his immediate family members own, collectively, one hundred percent (100%) of the beneficial interests, provided that the transferor assumes all costs of the Company in connection therewith and any such transferee shall not have the rights of a Substitute Member (unless and until admitted as a Substitute PE Member pursuant to this Section 9.2 and Section 9.3 of this Agreement). (e) Any Transfer in contravention of any of the provisions of this Article IX Agreement from time to time (the “Register”). Any transfer, pledge, sale, conveyance, grant, bargain, pledge or assignment of all or any portion of PE Member’s PE Interest shall be void recorded in the Register and ineffectual upon the admission to the Company of any Person as PE Member in accordance with this Agreement, the Company will observe and consider such Person whose name is recorded in the Register as PE Member for all purposes. The Company shall not be binding uponmake the Register, or recognized byshall cause the Register to be, the Company. Except as required available for inspection by operation of law Transfers of Membership Interests PE Member and Units shall be made on the books its agents and representatives at all times upon reasonable prior notice of the Company only upon receipt of proper transfer instructions from the registered holder of the Membership Interests and Units and upon compliance with the other provisions of this Article IXintent to so inspect.

Restrictions on Transfer of Membership Interests. (a) Except as otherwise provided in this Article IX, no Member may offer, sell, assign, hypothecate, pledge or otherwise transfer its Membership Interest, in whole or in part, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a “Transfer”) or withdraw or retire from the Company, without the written consent of the Manager, which consent may be withheld in the sole and absolute discretion of the Manager. The Manager may require, as a condition of any Transfer, that the transferor assume all costs incurred by the Company in connection therewith. The Manager consents to the following Transfers of Common Units: (i) on the Effective Date by Ashford Trust OP to its limited partners and (ii) on the Exchange Date by such limited partners, including Ashford OP Limited Partner LLC, to Ashford Inc. In no event may a Member have any rights to distributions pursuant to Act §18-604 without Manager’s approval. (b) No Member may effect a Transfer of its Membership Interest if, (i) in the opinion of legal counsel for the Company, such proposed Transfer would require the registration of the Membership Interest under the Securities Act of 1933, as amended, or would otherwise violate any applicable federal or state securities or “Blue Sky” law (including investment suitability standards) or (ii) the assignee is not an Accredited Investor within the meaning of Rule 501 of the Securities Act of 1933, as amended. (c) No Transfer by a Member of its Units may be made to any Person if (i) in the Manager determines that opinion of legal counsel for the Company, the Transfer would create a risk that result in the Company would be Company’s being treated as an association taxable as a corporation or (ii) such transfer is effectuated through an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code. (d) Subject to the other provisions of this Section 9.2, Section 9.2(a) shall not prevent any donative Transfer by an individual Member to his immediate family members or any trust in which the individual or his immediate family members own, collectively, one hundred percent (100%) of the beneficial interests, provided that the transferor assumes all costs of the Company in connection therewith and any such transferee shall not have the rights of a Substitute Member (unless and until admitted as a Substitute Member pursuant to this Section 9.2 and Section 9.3 of this Agreement). (e) Any Transfer in contravention of any of the provisions of this Article IX shall be void and ineffectual and shall not be binding upon, or recognized by, the Company. Except as required by operation of law Transfers of Membership Interests and Units shall be made on the books of the Company only upon receipt of proper transfer instructions from the registered holder of the Membership Interests and Units and upon compliance with the other provisions of this Article IX.