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

Restrictions on Transfers of Membership Interests. (a) Except as otherwise provided in this Agreement, no Member or Assignee may Transfer any Membership Interests held by such Member or Assignee to any other Person without obtaining the approval of Members representing a Majority Interest. Any attempted Transfer of Membership Interests in violation of this Article 11 shall be, and is hereby declared, null and void ab initio, and the purported Transferee shall (a) not be admitted as a Member, (b) not be deemed to be an Assignee of the Membership Interests purported to be Transferred, and (c) have no rights to share in Profits or Losses, to receive any distributions, or to receive any allocations of income, gain, loss, deduction or credit or other similar items with respect to the Membership Interests purported to be Transferred. (b) The Members acknowledge and understand that interests in the Company cannot be readily purchased or sold in the open market, and that each of the Members has entered into this Agreement in substantial reliance upon the strict enforcement of the covenants and conditions of this Agreement. Because of such limited marketability of interests, such substantial reliance on the covenants and conditions hereof, and the unique relationship that exists among Members entering into a common business venture, among other reasons, it is expressly agreed and acknowledged that the Members will be irreparably damaged in the event that this Agreement is not specifically enforced. Should any dispute arise concerning the Transfer of Membership Interests, an injunction may be issued enjoining such Transfer pending the determination of such controversy. Such remedy shall, however, be cumulative and not exclusive, and shall be in addition to any other remedy which the parties may have at law or in equity.

Restrictions on Transfers of Membership Interests. (a) Except as otherwise provided in this AgreementSection 12.2 hereof, no Member or Assignee may Transfer all or any portion of its Membership Interests held by such Member or Assignee Interests, to any Person (other than pursuant to Section 12.1, (a), below, to a Person who at the time is already a Member of the Company) without obtaining the approval of Members representing a Majority Interestthe Class A Members, which approval or disapproval shall be in the Class A Member's Discretion. Any attempted Transfer of any Membership Interests Interest, other than in violation of strict accordance with this Article 11 12, shall be, and is hereby declared, null and void ab initioAB INITIO, and the purported Transferee shall not (a) not be admitted as a Member, (b) not be deemed to be an Assignee of the Membership Interests purported to be Transferred, and or (c) have no any rights to share in Profits or Losses, to receive any distributions, or to receive any allocations of income, gain, loss, deduction or credit or other similar items with respect to the Membership Interests purported to be Transferred. (b) . Any Member who purports to effect a Transfer of Membership Interests without fully complying with the provisions of this Article 12 shall have breached his or her contractual obligations hereunder and shall be liable to the remaining Members for any damages caused thereby, including legal fees and other costs incurred by the Company and/or such other Members incident to or in any manner attributable to such noncomplying Transfer. If, notwithstanding the prohibition hereunder, applicable law requires that a Transfer of Membership Interests in breach of this Article 12 must be given effect, the Transferee of such noncomplying Transfer shall have only the rights of an Assignee, the Membership Interests so Transferred shall be subject to the repurchase provisions of Section 12.9 hereof, and shall also be subject to such legal and equitable remedies as may be available to the Company and the remaining Members. The Members acknowledge and understand that interests in the Company cannot be readily purchased or sold in the open market, and that each of the Members has entered into this Agreement in substantial reliance upon the strict enforcement of the covenants and conditions of this Agreement. Because of such limited marketability of interests, such substantial reliance on the covenants and conditions hereof, and the unique relationship that exists among Members entering into a common business venture, among other reasons, it is expressly agreed and acknowledged that the Members will be irreparably damaged in the event that this Agreement is not specifically enforced. Should any dispute arise concerning the Transfer of Membership Interests, whether any such Transfer is being carried out or contemplated, an injunction may be issued enjoining restraining such Transfer pending the determination of such controversy. Such remedy shall, however, be cumulative and not exclusive, and shall be in addition to any other remedy which the parties may have have. (a) If a Class B Member ("Offeror") desires to sell all or a portion of its Class B Membership Interests to a Person, who prior to such sale is already a Class B Member ("Transferee"), then: (1) The Offeror shall give MarkWest written notice (the "Offer Notice") which shall include a copy of the offer from the Transferee that the Offeror is willing to accept ("Purchase Offer") for the purchase of its interests (the "Offered Interest") and offer to sell the Offered Interest to MarkWest for the price contained in the offer that such party is willing to accept ("Offer Price") and in accordance with the same terms as those contained in the Purchase Offer. (2) The offer to MarkWest shall be irrevocable for a period ending at law or in equity.5:00 p.

Restrictions on Transfers of Membership Interests. (a) Except as otherwise provided in this AgreementSection 12.2 hereof, no Member or Assignee may Transfer all or any portion of its Membership Interests held by such Member or Assignee Interests, to any Person (other than pursuant to Section 12.1, (a), below, to a Person who at the time is already a Member of the Company) without obtaining the approval of Members representing a Majority Interestthe Class A Members, which approval or disapproval shall be in the Class A Member's Discretion. Any attempted Transfer of any Membership Interests Interest, other than in violation of strict accordance with this Article 11 12, shall be, and is hereby declared, null and void ab initioAB INITIO, and the purported Transferee shall not (a) not be admitted as a Member, (b) not be deemed to be an Assignee of the Membership Interests purported to be Transferred, and or (c) have no any rights to share in Profits or Losses, to receive any distributions, or to receive any allocations of income, gain, loss, deduction or credit or other similar items with respect to the Membership Interests purported to be Transferred. (b) . Any Member who purports to effect a Transfer of Membership Interests without fully complying with the provisions of this Article 12 shall have breached his or her contractual obligations hereunder and shall be liable to the remaining Members for any damages caused thereby, including legal fees and other costs incurred by the Company and/or such other Members incident to or in any manner attributable to such noncomplying Transfer. If, notwithstanding the prohibition hereunder, applicable law requires that a Transfer of Membership Interests in breach of this Article 12 must be given effect, the Transferee of such noncomplying Transfer shall have only the rights of an Assignee, the Membership Interests so Transferred shall be subject to the repurchase provisions of Section 12.9 hereof, and shall also be subject to such legal and equitable remedies as may be available to the Company and the remaining Members. The Members acknowledge and understand that interests in the Company cannot be readily purchased or sold in the open market, and that each of the Members has entered into this Agreement in substantial reliance upon the strict enforcement of the covenants and conditions of this Agreement. Because of such limited marketability of interests, such substantial reliance on the covenants and conditions hereof, and the unique relationship that exists among Members entering into a common business venture, among other reasons, it is expressly agreed and acknowledged that the Members will be irreparably damaged in the event that this Agreement is not specifically enforced. Should any dispute arise concerning the Transfer of Membership Interests, whether any such Transfer is being carried out or contemplated, an injunction may be issued enjoining restraining such Transfer pending the determination of such controversy. Such remedy shall, however, be cumulative and not exclusive, and shall be in addition to any other remedy which the parties may have have. (a) If a Class B Member ("Offeror") desires to sell all or a portion of its Class B Membership Interests to a Person, who prior to such sale is already a Class B Member ("Transferee"), then: (1) The Offeror shall give MarkWest written notice (the "Offer Notice") which shall include a copy of the offer from the Transferee that the Offeror is willing to accept ("Purchase Offer") for the purchase of its interests (the "Offered Interest") and offer to sell the Offered Interest to MarkWest for the price contained in the offer that such party is willing to accept ("Offer Price") and in accordance with the same terms as those contained in the Purchase Offer. (2) The offer to MarkWest shall be irrevocable for a period ending at law 5:00 p.m. Mountain Time on the thirtieth (30th) Day following the Day the Offer Notice is delivered (the "Offer Period"). (3) In the event that the offer to sell the Offered Interest is accepted by MarkWest, the closing date of the sale of the Offered Interest so accepted shall take place within thirty (30) days after the offer is accepted or, if later, the date of the closing set forth in the Purchase Offer. The Offeror and MarkWest shall execute such documents and instruments as may be necessary or appropriate to effect the sale of the Offered Interest. (4) If the offer is rejected, the Offeror may sell the Offered Interest so rejected to the Transferee identified in equity.the Purchase Offer at any time within sixty (60) days after the last day of the Offer Period; provided that such sale shall be made on terms no more favorable to that Transferee than the terms contained in the Purchase Offer