Common use of Transfer by Members Clause in Contracts

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 or other interests or rights in the Company except to another Member or with the written consent of the Managing Member Member, which consent may be provided or withheld, or subject to conditions, in its the sole discretion, discretion of the Managing Member; provided, however, that, subject to the provisions of Section 7.4(c7.5(c) (other than the provisions of Section 7.4(c)(v7.5(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, to the extent that the Managing Member determines in Good Faith that a proposed Transfer would not violate Section 7.4(c7.5(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 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 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. (a) No Member may Transfer or Pledge all any Units (or any portion 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 interests than pursuant to a Transfer of a Unit. No Member may Transfer any Class A Units (or rights any part of its Membership Interest) or Economic Interest in the Company except 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 written consent Class B Units, nor may FTB otherwise assign its rights set forth in Section 4.2(c). (b) Any Member who Transfers any Units in accordance with this Section 6.3 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; provided that no Member shall cease to be a Member upon the collateral assignment of, or the pledging or granting of a security interest in, its Units until the foreclosure of such pledge or security interest. (c) Except with respect to Transfers of Units required pursuant to the Exchange Agreement, any Person who acquires any Units in accordance with this Section 6.3 that is not an existing Member of the Managing Member Company shall agree in writing to assume the responsibility of the transferring Member. In the event that such Person fails to do so entirely or fails to do so in a timely manner, such Person shall be deemed by its sole discretionacceptance of the benefits of the acquisition of such Units to have agreed to be subject to, providedand bound by, howeverall of the terms and conditions of this Agreement to which the predecessor in such Units was subject, thatand by which such predecessor was bound, subject and for all purposes shall be deemed to be a Member. (d) Except with respect to Transfers of Units required pursuant to the provisions of Section 7.4(c) (other than Exchange Agreement, no Transfer shall be given effect unless the provisions of Section 7.4(c)(v) transferee delivers to the extent that such provisions relate to Company the delivery of legal and/or tax opinions)representations set forth in Exhibit B, without the consent of the Managing Member, a and no Member may, at any time, may Transfer any of such Member’s Units pursuant to the Exchange Agreement. In addition, to the extent that (including any Economic Interest therein) unless (A) the Managing Member determines determines, in Good Faith its reasonable discretion, that a proposed such Transfer or attempted Transfer would not violate cause the Company to be treated as a “publicly traded partnership” within the meaning of Code Section 7.4(c) below, then the Managing Member will not unreasonably withhold its consent to a Transfer (i) 7704; it being understood that such determination shall be made promptly and 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 good faith or (B) to the transferring Member delivers an opinion of counsel with a determination that such Transfer 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 attempted Transfer would not cause 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 Company to be wholly owned by treated as a “publicly traded partnership” within the meaning of Code Section 7704 (provided such Member, the Units so Transferred must first be Transferred back to the original Member or another permitted Transferee legal counsel is of national reputation and specializes in such original Member. For the avoidance matters 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.determination);

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(c7.5(c) (other than the provisions of Section 7.4(c)(v7.5(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, to the extent that the Managing Member determines in Good Faith good faith that a proposed Transfer would not violate Section 7.4(c7.5(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 descendants, (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 MemberMember or (iii) by any Member who holds at least 10% of the Class A Units and who intends, in connection with such proposed Transfer, to Transfer all or substantially all of the Class A Units then held by such Member 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. 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 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 or Pledge all or any portion of its Units or other interests or rights in the Company except as provided in Section 3.2 or otherwise with the written consent of the Managing Member in its sole discretion(not to be unreasonably withheld, conditioned or delayed); provided, however, that, subject to the provisions of Section 7.4(c) (other than the provisions of Section 7.4(c)(v7.4 (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 unless the Managing Member determines in Good Faith good faith that a proposed Transfer would not violate Section 7.4(c) below, then the Managing Member will not unreasonably withhold its consent shall be deemed to have consented to a Transfer (i) in the case by a Class B Member of any Member who is a natural Person, (A) upon the death of Class B Units then held by 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 trusta Permitted Transferee, 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) by a Class D Member of Class D Units then held by such Member to and among wholly owned Subsidiaries of any Member, a Permitted Transferee or (iii) to a Successor in Interest; provided, however, that if in connection with any such wholly owned Subsidiary will subsequently cease to be wholly owned by such MemberTransfer, the Units so Transferred must first be Transferred back transferor shall transfer an equivalent number of shares of Class B Common Stock or Class D Common Stock (as applicable) to the original Member or another permitted Transferee of such original Member. For transferee, in accordance with 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) terms of the preceding sentence, which restrictions need not be uniform among holders of interests in the CompanyYield Charter. 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. Notwithstanding anything to the contrary herein, the Class A Units and the Class C Units shall not be Transferable, except to a transferring Class A Member’s or Class C Member’s Successor in Interest (as applicable) or pursuant to the Exchange Agreement.

Transfer by Members. (a) No Member shall Transfer any of its Interests in the Company (and each Member shall procure that no Transfer of any of such Member’s Interest occurs), except pursuant to and in accordance with this Section 8. Any Transfer, or purported Transfer, in violation of this Agreement shall be null and void ab initio and the transferee, or purported transferee, in any such Transfer, or purported Transfer, shall not become a Member or obtain any rights under this Agreement. (b) Each (i) Class A Member may Transfer or Pledge all (but not less than all) of its Class A Interests in the Company, and (ii) Class B Member may Transfer all or any portion of its Units or other interests or rights Class B Interests in the Company except or its Class B Commitment, in each case together with its rights or obligations under this Agreement to a Permitted Transferee of such Capital Member without the consent of the other Member. If either Capital Member Transfers its Capital Interests in accordance with the foregoing sentence to a Permitted Transferee, the Permitted Transferee shall execute and deliver to the Company an Accession Agreement upon consummation of the Transfer. (c) In the event of a Transfer of Interests or any Class B Commitment otherwise in accordance with this Agreement, the Transferring Capital Member shall continue to be liable for all of its obligations associated with such Interests or such Class B Commitment (as applicable) arising under this Agreement, unless the Transferee is a Creditworthy Transferee (as defined below), in which case the Transferring Capital Member shall be released from such obligations under this Agreement in respect of the Interests or Class B Commitment so Transferred which arise from and after the date of the Permitted Transferee’s execution of such Accession Agreement. In the case of any Transfer of Interests or Class B Commitment by a Capital Member to a Transferee that is not a Creditworthy Transferee, the Capital Member shall deliver to the Company, simultaneously with consummation of the Transfer, Equity Commitment Support in form and substance reasonably satisfactory to the other Capital Member. For the purposes of this paragraph, “Creditworthy Transferee” means that such person [REDACTED] [REDACTED][REDACTED][REDACTED][REDACTED][REDACTED][REDACTED][REDACTED][REDACTED][REDACTED][REDACTED][REDACTED][REDACTED][REDACTED][REDACTED][REDACTED][REDACTED][REDACTED][REDACTED][REDACTED] (d) Notwithstanding anything herein to the contrary, (i) no Member may Transfer any of its Class A Commitment independent of its corresponding Class A Interests without the prior written consent of the Managing other Member, and (ii) no Member may Transfer any of its unsatisfied Class B Commitment (including, for avoidance of doubt, such Member’s obligation to purchase and subscribe for Class B Interests to the extent of its unfunded Class B Commitment Amount) prior to the date that is [REDACTED][REDACTED][REDACTED][REDACTED][REDACTED] [REDACTED][REDACTED][REDACTED][REDACTED][REDACTED][REDACTED][REDACTED] [REDACTED][REDACTED][REDACTED][REDACTED][REDACTED] (e) No Capital Member shall, except to a Permitted Transferee in accordance with Section 8.1(b) or with the prior written consent of the other Capital Member, directly or indirectly Transfer any or all of [REDACTED][REDACTED][REDACTED][REDACTED][REDACTED][REDACTED] [REDACTED][REDACTED][REDACTED][REDACTED][REDACTED][REDACTED] [REDACTED][XXXXXXXX] (each such anniversary, as applicable, a “Lock-Up Date”). (f) At any time after the applicable Lock-Up Date, (i) a Class A Member may Transfer all (but not less than all) of its sole discretionClass A Interests in the Company, providedor (ii) a Class B Member may Transfer all or any portion of its Class B Interests in the Company, however, that, in each case to a person that is not a Permitted Transferee (a “Non-Permitted Transferee”) subject to the provisions of Section 7.4(c8.1(h) and 8.1(h). (other than the provisions g) A direct or indirect holder 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, equity interests in a Member may, at any time, may Transfer any of such Member’s Units pursuant to Interests held indirectly through 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) to a Permitted Transferee 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 accordance with Section 8.1(b); (ii) to any person so long as such Transfer does not constitute a Change of Control of such Member; or (iii) otherwise in accordance with Section 8.1(h) as if such holder were the Member and among wholly owned Subsidiaries such Transfer were a direct Transfer. (h) Notwithstanding anything contained in this Agreement to the contrary, no Member may Transfer any of its Interests in the Company, and each Member shall procure that no such Transfer of any Memberof its Interests in the Company shall occur, 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 if: (i) and such Transfer would require the filing of a registration statement under the Securities Act of 1933, as amended, by the Company or would otherwise violate any federal or state securities laws or regulations applicable to the Company; (ii) of the preceding sentence, which restrictions need not be uniform among holders of interests in the Company. Any purported such Transfer or Pledge of all or a portion of a Member’s Units or other interests would result in the Company not complying with this being treated as anything other than a partnership for United States federal income tax purposes; (iii) such Transfer could cause the Company to be treated as a “publicly traded partnership” within the meaning of Section 7.3 shall be void and shall not create any obligation on the part 7704 of the Code and the regulations promulgated thereunder; (iv) such Transfer would result in the Company being regulated under the Investment Company Act of 1940, as amended; or (v) such Transfer would be to a Disqualified Person or the other Members to recognize that Transfer or Pledge or to deal with the Person to which the Transfer or Pledge purportedly was madeDisqualified Entity.

Transfer by Members. (a) No Member may Transfer or Pledge all any Units (or any portion 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 interests than pursuant to a Transfer of a Unit. No Member may Transfer any Class A Units (or rights any part of its Membership Interest) or Economic Interest in the Company except 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 written consent Class B Units, nor may FTB otherwise assign its rights set forth in Section 4.2(c). (b) Any Member who Transfers any Units in accordance with this Section 6.3 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; provided that no Member shall cease to be a Member upon the collateral assignment of, or the pledging or granting of a security interest in, its Units until the foreclosure of such pledge or security interest. (c) Except with respect to Transfers of Units required pursuant to the Exchange Agreement, any Person who acquires any Units in accordance with this Section 6.3 that is not an existing Member of the Managing Member Company shall agree in writing to assume the responsibility of the transferring Member. In the event that such Person fails to do so entirely or fails to do so in a timely manner, such Person shall be deemed by its sole discretionacceptance of the benefits of the acquisition of such Units to have agreed to be subject to, providedand bound by, howeverall of the terms and conditions of this Agreement to which the predecessor in such Units was subject, thatand by which such predecessor was bound, subject and for all purposes shall be deemed to be a Member. (d) Except with respect to Transfers of Units required pursuant to the provisions of Section 7.4(c) (other than Exchange Agreement, no Transfer shall be given effect unless the provisions of Section 7.4(c)(v) transferee delivers to the extent that such provisions relate to Company the delivery of legal and/or tax opinions)representations set forth in Exhibit B, without the consent of the Managing Member, a and no Member may, at any time, may Transfer any of such Member’s Units pursuant to the Exchange Agreement. In addition, to the extent that (including any Economic Interest therein) unless (A) the Managing Member determines determines, in Good Faith its reasonable discretion, that a proposed such Transfer or attempted Transfer would not violate cause the Company to be treated as a “publicly traded partnership” within the meaning of Code Section 7.4(c) below, then the Managing Member will not unreasonably withhold its consent to a Transfer (i) 7704; it being understood that such determination shall be made promptly and 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 good faith or (B) to the transferring Member delivers an opinion of counsel with a determination that such Transfer 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 attempted Transfer would not cause 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 Company to be wholly owned by treated as a “publicly traded partnership” within the meaning of Code Section 7704 (provided such Member, the Units so Transferred must first be Transferred back legal counsel is of national reputation and specializes in such matters of determination); (e) Notwithstanding any provision of this Agreement to the original contrary, except as required by the Exchange Agreement, no Transfer of Units may be made except in compliance with all federal, state and other applicable Laws, including federal and state securities Laws. (f) Any attempted Transfer of Units by any 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 accordance with this Section 7.3 6.3 shall be ineffective, null and 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 madeab initio.

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 to another Member or with the written consent of the Managing Member Member, which consent may be provided or withheld, or subject to conditions, in its the sole discretion, discretion of the Managing Member; provided, however, that, subject to the provisions of Section 7.4(c7.5(c) (other than the provisions of Section 7.4(c)(v7.5(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, to the extent that the Managing Member determines in Good Faith that a proposed Transfer would not violate Section 7.4(c7.5(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 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 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. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall restrict or prohibit (a) a Pledge by the Managing Member of its Units pursuant to the Notes Documents or (b) a Transfer of all or any portion of the Managing Member’s Units as a result of an exercise of remedies under the terms of the Notes Documents. Any such Pledge or Transfer shall not be required to comply with any provision of Section 7.4 or Section 7.5 (other than Section 7.5(b)).

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 opinions7.5(c), 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 good faith that a proposed Transfer would not violate Section 7.4(c7.5(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 descendants, (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 MemberMember or (iii) by any Member who holds at least 10% of the Class A Units and who intends, in connection with such proposed Transfer, to Transfer all or substantially all of the Class A Units then held by such Member 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. 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 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 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 Member, which consent may be provided or withheld, or subject to conditions, in its the sole discretion, discretion of the Managing Member; provided, however, that, subject to the provisions of Section 7.4(c7.5(c) (other than the provisions of Section 7.4(c)(v7.5(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, to the extent that the Managing Member determines in Good Faith that a proposed Transfer would not violate Section 7.4(c7.5(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 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 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. (a) No Member may Transfer or Pledge all any Units (or any portion part of its Membership Interest), except as expressly provided in this Section 6.3. A/N may Transfer 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) if and to the extent such Transfer is (i) made in compliance with the Stockholders Agreement and Section 6.3(c), Section 6.3(d) and Section 6.5 of this Agreement or (ii) in the case of Common Units, required under the Exchange Agreement. Any member of the Charter Group may Transfer any Class A Common Units to any other member of the Charter Group. All Transfers required by the Exchange Agreement shall be permitted Transfers hereunder. (b) Any Member who Transfers any Units in accordance with this Section 6.3 shall cease to be a Member with respect to the Units so Transferred and shall no longer have any rights or privileges of a Member with respect to the Units so Transferred. (c) Except with respect to Transfers of Units required pursuant to the Exchange Agreement, any Person who acquires any Units in accordance with this Section 6.3 that is not an existing Member of the Company shall agree to be subject to, and bound by, all of the terms and conditions of this Agreement to which the predecessor in such Units was subject, and by which such predecessor was bound by executing the Joinder Agreement in the form set forth in Exhibit C. In the event that such provisions relate Person fails to do so entirely or fails to do so in a timely manner, such Person shall be deemed by its acceptance of the benefits of the acquisition of such Units to have agreed to be subject to, and bound by, all of the terms and conditions of this Agreement to which the predecessor in such Units was subject, and by which such predecessor was bound, and, only with respect to a Transfer to another A/N Party, for all purposes shall be deemed to be a Member. (d) Except with respect to Transfers of Units required pursuant to the delivery Exchange Agreement or Transfers of legal and/or tax opinions)Units allowed under the second sentence of Section 6.3(a) above, without the consent of the Managing Member, a no Transfer shall be given effect and no Member may, at any time, may Transfer any of such Member’s Units pursuant unless (in addition to such Transfer being otherwise permitted under this Section 6.3) the transferee delivers to the Company the representations set forth in Exhibit G, and the Manager determines, in its reasonable discretion (including obtaining an opinion of counsel, if deemed appropriate by the Manager), that such Transfer or attempted Transfer would not cause the Company to be treated as a “publicly traded partnership” within the meaning of Code Section 7704; it being understood that such determination shall be made reasonably promptly. (e) Notwithstanding any provision of this Agreement to the contrary, no Transfer of Units may be made (i) except in compliance with all federal, state and other applicable Laws, including federal and state securities Laws and “blue sky” Laws (other than Transfers to the Company or New Charter as required by the Exchange Agreement. In addition), (ii) if such Transfer would cause the Company to become subject to the reporting obligations under the Exchange Act, or (iii) other than with the prior written consent of the Manager, if such Transfer would result in a termination of the Company for purposes of Section 708(b) of the Code. (f) Any attempted Transfer of Units by any Member not permitted by or made in accordance with this Section 6.3 and Section 6.5 shall, to the fullest extent that the Managing Member determines in Good Faith that a proposed Transfer would not violate Section 7.4(c) belowpermitted by Law, then the Managing Member will not unreasonably withhold its consent to a Transfer (i) in the case of any Member who is a natural Personbe ineffective, (A) upon the death of such Member pursuant to applicable laws of descent null 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 madevoid.