Transfer by Members. No Member may Transfer or Pledge all or any portion of its Units or other interests or rights in the Company except with the written consent of the Managing Member in its sole discretion, provided, however, that, subject to the provisions of Section 7.4(c) (other than the provisions of Section 7.4(c)(v) to the extent that such provisions relate to the delivery of legal and/or tax opinions), without the consent of the Managing Member, a Member may, at any time, Transfer any of such Member’s Units pursuant to the Exchange Agreement. In addition, to the extent that the Managing Member determines in Good Faith that a proposed Transfer would not violate Section 7.4(c) below, then the Managing Member will not unreasonably withhold its consent to a Transfer (i) in the case of any Member who is a natural Person, (A) upon the death of such Member pursuant to applicable laws of descent and distribution or (B) to or among such Person’s spouse and descendants (whether natural or adopted) and any trust, partnership, limited liability company or similar vehicle established solely for the benefit of (or the sole members or partners of which are) such Person, such Person’s spouse and/or descendants or (ii) to and among wholly owned Subsidiaries of any Member, provided, however, that if any such wholly owned Subsidiary will subsequently cease to be wholly owned by such Member, the Units so Transferred must first be Transferred back to the original Member or another permitted Transferee of such original Member. For the avoidance of doubt, it shall not be unreasonable for the Managing Member to impose reasonable restrictions on the number of Persons to whom a Member may make Transfers pursuant to clauses (i) and (ii) of the preceding sentence, which restrictions need not be uniform among holders of interests in the Company. Any purported Transfer or Pledge of all or a portion of a Member’s Units or other interests in the Company not complying with this Section 7.3 shall be void and shall not create any obligation on the part of the Company or the other Members to recognize that Transfer or Pledge or to deal with the Person to which the Transfer or Pledge purportedly was made.
Transfer by Members. No Member may Transfer or Pledge all or any portion of its Units except with the written consent of the Managing Member in its sole discretion, provided, however, that, subject to the provisions of Section 7.5(c), without the consent of the Managing Member, a Member may, at any time, (i) Transfer any of such Member’s Units pursuant to the Exchange Agreement, (ii) Transfer any of such Member’s Units to a Permitted Transferee of such Member, and, provided further, that, to the extent that the Managing Member determines in good faith that a proposed transfer would not have the effect contemplated by Section 7.5(c) below, then the Managing Member will not unreasonably withhold its consent to a transfer by any Member who holds at least 10% of the Class A Units not held by the Managing Member and who intends, in connection with such proposed transfer, to transfer all or substantially all of the Class A Units then held by such Persons to any Person or group of Persons acting together that would constitute a "group" for purposes of Section 13(d) of the Securities and Exchange Act of 1934 or any successor provisions thereto. Any purported Transfer or Pledge of all or a portion of a Member’s Units not complying with this Section 7.4 shall be void and shall not create any obligation on the part of the Company or the other Members to recognize that Transfer or Pledge or to deal with the Person to which the Transfer or Pledge purportedly was made.
Transfer by Members. No Member may Transfer all or any portion of its Company Interest without the consent of all Members other than to an Affiliate of such Member. Notwithstanding the preceding sentence, each Member agrees that its consent will not be unreasonably withheld if such purported Transfer is to a Person that has provided evidence sufficient to the consenting Member that such Person has the financial capability to make capital contributions to the Company equal to not less than 12.5% of the Company’s total net asset value.
Transfer by Members. Members may only Transfer or Pledge their Units or other interests or rights in the Company, in whole or in part, pursuant to and in accordance with Section 7.4(c) and the Exchange Agreement. Any purported Transfer or Pledge of all or a portion of a Member’s Units or other interests in the Company not complying with this Section 7.3 shall be void and shall not create any obligation on the part of the Company or the other Members to recognize that Transfer or Pledge or to deal with the Person to which the Transfer or Pledge purportedly was made.
Transfer by Members. (a) The term “
Transfer by Members. 9.1.1 Except as permitted by Section 9.3, no Member shall Transfer all or any part of the economic or other rights that comprise its Units and no Assignee shall Transfer any portion of its Economic Interest unless such Transfer is first approved by the Board of Managers, which approval may be given or refused in the sole and absolute discretion of the Board of Managers.
Transfer by Members. (a) No Member may Transfer any Units (or any part of its Membership Interest), except as provided in this Section 6.3. FTB and its Affiliates may Transfer any Class B Units so long as such Transfer is either (i) made in compliance with Sections 6.3(c) and (d) or (ii) required under the Exchange Agreement. No Member may Transfer any part of a Membership Interest that is not an Economic Interest other than pursuant to a Transfer of a Unit. No Member may Transfer any Class A Units (or any part of its Membership Interest) or Economic Interest in the Class A Units other than to Vantiv pursuant to the Exchange Agreement. Vantiv is the only permitted holder of Class A Units. All Transfers required by the Exchange Agreement shall be permitted Transfers hereunder. No rights set forth in Section 4.2(c) shall Transfer with the Class B Units, nor may FTB otherwise assign its rights set forth in Section 4.2(c).
Transfer by Members. No Member may Transfer all or any portion of its Units or other interests or rights in the Company except as provided in Section 3.8, Section 7.3
Transfer by Members. No Member may Transfer all or any portion of its Units or other interests or rights in the Company except as provided in Section 3.3 or otherwise with the written consent of the Managing Member in its sole discretion; provided, however, that, subject to the provisions of Section 7.5(c) (other than the provisions of Section 7.5(c)(v) to the extent that such provisions relate to the delivery of legal and/or tax opinions), without the consent of the Managing Member, a Member may, at any time, Transfer any of such Member’s Units pursuant to the Exchange Agreement. In addition, unless the Managing Member determines in good faith that a proposed Transfer would violate Section 7.5(c) below, the Managing Member shall be deemed to have consented to a Transfer (i) to a Permitted Transferee or Successor in Interest of such Member or (ii) by Series A Member of Series A Units then held by such Member to any other Person or group of Persons. Any purported Transfer of all or a portion of a Member’s Units or other interests in the Company not complying with this Section 7.4 shall be void and shall not create any obligation on the part of the Company or the other Members to recognize that Transfer or to deal with the Person to which the Transfer purportedly was made. Notwithstanding anything to the contrary herein, the Series B Units shall not be Transferable other than as provided in Section 7.2.
Transfer by Members. Prior to a Qualified Public Offering, no Management Holder shall Transfer all or any part of the economic or other rights that comprise any Class A Units, Class C Preferred Units or Class D Preferred Units unless either (i) such holder has received prior written consent of the Company Manager and applicable Series Manager with respect to any such Transfer and has complied with the provisions of Sections 9.2 and 9.3 or (ii) such Transfer is conducted pursuant to Section 9.6, 9.7 or 9.11 and in accordance with the provisions of Sections 9.2 and 9.3; provided that the foregoing restrictions shall not apply with respect to a Transfer by any Management Holder (who is a natural person) (x) to a Member of the Immediate Family of such Management Holder for estate planning purposes or (y) by testamentary or intestate disposition.
