Restrictions on Transfers of Units. (a) Notwithstanding the other provisions of this Article IX, no Transfer of any Units shall be made if such Transfer would (i) violate the then applicable Laws or rules and regulations of the SEC, any state securities commission or any other Governmental Authority with jurisdiction over such Transfer, (ii) terminate the existence or qualification of the Company under the laws of the jurisdiction of its formation, (iii) cause the Company to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for U.S. federal income tax purposes (if not already so treated or taxed) or (iv) cause the Company to be required to register as an investment company under the Investment Company Act of 1940 or subject the Company or its Subsidiaries or any of the Partnership Group to the Investment Advisers Act of 1940 or the Employee Retirement Income Security Act of 1974, each as amended.
Restrictions on Transfers of Units. (a) Prior to the fifth anniversary of the Effective Date, no Member shall Transfer any of its Units except for any Transfer (i) made with the prior written consent of the Managing Member, and (x) in the case of any Transfer of Units by CAC, the prior written consent of CEC, and (y) in the case of any Transfer of Units by any CEC Member, the prior written consent of CAC, (ii) made to any of the transferring Member’s Permitted Transferees, or (iii) made in accordance with Section 7.5; provided that, in each case, such Transfer and such prospective Transferee complies with, and is subject to the terms, conditions and limitations of, Section 3.4, clauses (b)-(g) below and Article 13. From and after the fifth anniversary of the Effective Date, subject to Section 3.4, and clauses (b)-(g) below, any Member (other than the Managing Member so long as it is the Managing Member) may Transfer its Units to any Person without the consent of any other Member; provided that any such Transferee is not a Competitor to CEC and such Transfer and such Transferee complies with Article 13. Without limiting the foregoing, any proposed Transfer of Units by any CEC Member shall be subject to Section 7.2 below.
Restrictions on Transfers of Units. (a) No Member, nor any Permitted Transferee of any such Member, shall Transfer any interest in its Units, directly or indirectly, except the Transfer of all, but not less than all, of its Units (i) to a Permitted Transferee or (ii) as permitted or required by Article XI.
Restrictions on Transfers of Units. (a) The Class B Members may not Transfer any Class B Units except (i) in an Exempt Transfer, or (ii) with the prior written approval of the Managing Member, in each case, in accordance with the applicable terms of this Agreement. To the extent that any Class B Member Transfers any or all of its Class B Units pursuant to an Exempt Transfer, such Transferee shall have the same rights and restrictions with respect to such Class B Units as the Class B Member that Transferred such Units.
Restrictions on Transfers of Units. (a) Except as otherwise provided in this Agreement, no Member or Assignee may Transfer any Units held by such Member or Assignee to any other Person without obtaining the approval of holders of a majority of the Class A Units. Any attempted Transfer of a Unit 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 Units 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 Units purported to be Transferred. If, notwithstanding the prohibition hereunder, applicable law requires that a Transfer of Units in violation of this Article 11 must be given effect, the Transferee of such noncomplying Transfer shall have only the rights of an Assignee, the Units so Transferred shall be subject to the repurchase provisions of Section 11.8, and shall also be subject to such legal and equitable remedies as may be available to the Company and the other Members.
Restrictions on Transfers of Units. (a) Prior to the completion of the Company’s first Public Offering, no Member may Transfer any Units, except in an Exempt Transfer or otherwise in accordance with the applicable terms of this Agreement. To the extent Cannae, THL or Parent (as applicable) Transfers any or all of its Units pursuant to an Exempt Transfer, the defined terms (i) “Cannae”, (ii) “THL” and “THL Holders” and (iii) Parent, as applicable, shall be deemed to include the Transferee of such Exempt Transfer.
Restrictions on Transfers of Units. (a) No Member may Transfer any Units except (i) in an Exempt Transfer, or (ii) with the prior written approval of the Managing Member, and (iii) in each case, in accordance with the applicable terms of this Agreement. To the extent that THL, Public Co or Parent (as applicable) Transfers any or all of its Units pursuant to an Exempt Transfer (other than pursuant to clause (c) of the definition of Exempt Transfer), the defined terms “THL”, “Public Co” and “Parent” (as applicable) shall be deemed to include the Transferee of such Exempt Transfer.
Restrictions on Transfers of Units. (a) No Member may Transfer any Units except (i) in an Exempt Transfer, (ii) with the prior written approval of the Managing Member or (iii) in each case, in accordance with the applicable terms of this Agreement. To the extent that X. Xxxxxxxxx’x or FNFV (as applicable) Transfers any or all of its Units pursuant to an Exempt Transfer, the defined terms “X. Xxxxxxxxx’x” and “FNFV” (as applicable) shall be deemed to include the Transferee of such Exempt Transfer.
Restrictions on Transfers of Units. Subsection (x) of Section 4(a)(ii) of the Letter Agreement is hereby deleted in its entirety.
Restrictions on Transfers of Units. (a) Unless approved by the Board, no Member shall, directly or indirectly, Transfer any Membership Interest unless in compliance with this Article IX.
