Common use of Restrictions on Transfers of Company Interests Clause in Contracts

Restrictions on Transfers of Company Interests. No Member shall sell, assign, pledge, encumber, mortgage, hypothecate, gift, grant a participation interest in, or otherwise dispose of or transfer all or a portion of its interest in the Company (directly or indirectly) (a “Transfer”) without the written consent of the Manager, which consent may be given or withheld in its sole and absolute discretion. Any such Transfer by a Member in contravention of any of the provisions of this Agreement shall be void and ineffective, and shall not bind, or be recognized by, the Company. Notwithstanding the foregoing, if the Transfer of a Member’s interest in the Company is required by the operation of law, the transferee shall receive only the economic rights associated with that interest and shall not be admitted to the Company as a Member nor have any rights to participate in the affairs of the Company as a Member without the written consent of the Manager. Any Member who requests or otherwise seeks to effect a Transfer hereby agrees to reimburse the Company for any expenses reasonably incurred by the Company in connection with such transaction, including the costs of seeking and obtaining any legal opinion requested by the Manager and any other legal, tax, accounting and miscellaneous expenses, whether or not such transfer is consummated. At its election, and in any event if the transferor has not reimbursed the Company for any transfer expenses incurred by the Company in preparing for or consummating a proposed or completed transfer within ten (10) days after the Manager has delivered to such Member written demand for payment, the Manager may seek reimbursement from the transferee of such interest (or portion thereof), including a charge t o the Capital Account related to such interest with such transfer expenses. A transferee of a Member’s interest shall become a substituted Member only with the consent of the Manager, and only if such transferee executes any and all instruments reasonably required by the Manager.

Restrictions on Transfers of Company Interests. No Member shall sell, assign, pledge, encumber, mortgage, hypothecate, gift, grant a participation interest in, or otherwise dispose of or transfer all or a portion of its interest in the Company (directly or indirectly) (a “Transfer”) without the written consent of the Manager, which consent may be given or withheld in its sole and absolute discretion. Any such Transfer by a Member in contravention of any of the provisions of this Agreement shall be void and ineffectiveineffective, and shall not bind, or be recognized by, the Company. Notwithstanding the foregoing, if the Transfer of a Member’s interest in the Company is required by the operation of law, the transferee shall receive only the economic rights associated with that interest and shall not be admitted to the Company as a Member nor have any rights to participate in the affairs affairs of the Company as a Member without the written consent of the Manager. Any Member who requests or otherwise seeks to effect effect a Transfer hereby agrees to reimburse the Company for any expenses reasonably incurred by the Company in connection with such transaction, including the costs of seeking and obtaining any legal opinion requested by the Manager and any other legal, tax, accounting and miscellaneous expenses, whether or not such transfer is consummated. At its election, and in any event if the transferor has not reimbursed the Company for any transfer expenses incurred by the Company in preparing for or consummating a proposed or completed transfer within ten (10) days after the Manager has delivered to such Member written demand for payment, the Manager may seek reimbursement from the transferee of such interest (or portion thereof), including a charge t o the Capital Account related to such interest with such transfer expenses. A transferee of a Member’s interest shall become a substituted Member only with the consent of the Manager, and only if such transferee executes any and all instruments reasonably required by the Manager.