Common use of Restrictions on Transfers of Units Clause in Contracts

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. (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 Units, 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 Units. (a) Except 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 otherwise provided 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. (b) No Transfer of any Units by any Member shall become effective unless and until the Transferee (unless such Transferee already is party to this Agreement) executes and delivers to the Company a counterpart to this Agreement, agreeing to be treated in the same manner as the transferring Member. Upon such Transfer and such execution and delivery, the Transferee acquiring Transferred Units shall be bound by, and entitled to the benefits of, this Agreement in the same manner as the transferring Member. (c) In addition to any other restrictions on Transfer imposed by this Agreement, no Member or Assignee may Transfer any Unit (i) if the Managing Member determines that the Company could, as a result of such Transfer, be treated as a “publicly traded partnership” within the meaning of Section 7704(b) of the Code and (ii) without first delivering to the Managing Member, if requested, an opinion of nationally recognized tax counsel or consultant (reasonably acceptable in form and substance to the Managing Member) that such Transfer will not cause the Company to be deemed a “publicly traded partnership” as such term is defined in Section 7704(b) of the Code or otherwise cease to be taxable as a partnership for federal income tax purposes. (d) Any Member who effectively Transfers any Units held pursuant to this Article VIII shall cease to be a Member with respect to such Units and shall no longer have any rights or privileges of a Member with respect to such Units (it being understood, however, that the applicable provisions of Section 4.2 shall continue to inure to such Person’s benefit). Nothing contained herein shall relieve any Member who Transfers any Units from any liability or obligation of such Member to the Company or the other Members with respect to such Units that may exist on the date of such Transfer or that is otherwise specified in the Act and incorporated into this Agreement or for any liability to the Company or any other Person for any breaches of any representations, warranties or covenants by such Member (in its capacity as such) contained herein or Assignee to any in other Person without obtaining agreements with 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 MembersCompany. (be) The Members acknowledge and understand that interests No Transfer (including an Exempt Transfer) of any Units by any Member (other than a Public Co Member or any Management Member) shall become effective unless an equal number of shares of Class B Common Stock are simultaneously transferred to the transferee in accordance with Section 12.4(b). (f) Notwithstanding anything to the contrary herein, without the prior written approval of the Managing Member, no holder of Management Units shall Transfer any Units of the Company cannot be readily purchased to any Competitive Business (as defined below) or sold in any direct or indirect Affiliate thereof. “Competitive Business” shall mean the open market, and that each business competitors 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 interestsCompany, such substantial reliance on the covenants and conditions hereofX. Xxxxxxxxx’x, 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 Units, 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 Fidelity or in equityFNFV.

Restrictions on Transfers of Units. (a) Except as otherwise provided in this Agreement, no No Member or Assignee may Transfer any Units held by such Member or Assignee to any other Person without obtaining except in strict accordance with the approval terms of holders of a majority of the Class A Unitsthis Agreement. Any attempted Transfer of a Unit in violation of this Article 11 Agreement 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 Agreement 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 11.811.10, and shall also be subject to such legal and equitable remedies as may be available to the Company and the other Members. (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 Units, 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.