Common use of Transfer by Members Clause in Contracts

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 3.2(a) and Section 3.9; provided, however, that, Subject to the provisions of Section 3.9, the restrictions in this Agreement shall not prohibit or restrict SunEdison (or its Controlled Affiliates) from (i) pledging any of Class B Units or B1 Units, shares of Class B Common Stock or B1 Common Stock, IDRs or other Company securities held by any of them to lenders as security under its Credit Facilities, or (ii) transferring any or all of the pledged Class B Units or Class B1 Units, shares of Class B Common Stock or Class B1 Common Stock or other Company securities described in clause (ii) of this paragraph in the event of foreclosure on such pledged securities. In connection with any Transfer, the Transferor shall Transfer an equivalent number of shares of Class B Common Stock (in the case of a Transfer of Class B Units) or Class B1 Common Stock (in the case of a Transfer of Class B1 Units) to the Transferee, in accordance with the terms of the Global, Inc. Charter. Any purported Transfer of all or a portion of a Member’s Units or other interests in the Company not complying with this Section 7.3 and 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 Class A Units shall not be Transferable, except to a Transferring Class A Member’s Successor in Interest.

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 3.2(a) and Section 3.93.2 or otherwise with the written consent of the Managing Member in its sole discretion; provided, however, that, Subject subject to the provisions of Section 3.97.4(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, unless the Managing Member determines in good faith that a proposed Transfer would violate Section 7.4(c) below, the restrictions in this Agreement Managing Member shall not prohibit or restrict SunEdison (or its Controlled Affiliates) from be deemed to have consented to a Transfer (i) pledging any by a Class B Member of Class B Units or B1 Units, shares of Class B Common Stock or B1 Common Stock, IDRs or other Company securities then held by any of them such Member to lenders as security under its Credit Facilities, a Permitted Transferee or (ii) transferring any or all of the pledged Class B Units or Class B1 Unitsto a Successor in Interest; provided, shares of Class B Common Stock or Class B1 Common Stock or other Company securities described that in clause (ii) of this paragraph in the event of foreclosure on such pledged securities. In connection with any such Transfer, the Transferor transferor shall Transfer transfer an equivalent number of shares of Class B Common Stock (in the case of a Transfer of Class B Units) or Class B1 Common Stock (in the case of a Transfer of Class B1 Units) to the Transfereetransferee, in accordance with the terms of the Global, Inc. Yield Charter. Any purported Transfer of all or a portion of a Member’s Units or other interests in the Company not complying with this Section 7.3 and 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 Class A Units shall not be Transferable, except to a Transferring transferring Class A Member’s Successor in InterestInterest or pursuant to the Exchange Agreement.

Transfer by Members. No Member may Transfer or Pledge all or any portion of its Units or other interests or rights except with the written consent of the Managing Member in the Company except as provided in Section 3.2(a) and Section 3.9; its sole discretion, provided, however, that, Subject subject to the provisions of Section 3.97.5(c), without the restrictions in this Agreement shall not prohibit or restrict SunEdison (or its Controlled Affiliates) from consent of the Managing Member, a Member may, at any time, (i) pledging Transfer any of Class B such Member’s Units or B1 Unitspursuant to the Exchange Agreement, shares of Class B Common Stock or B1 Common Stock, IDRs or other Company securities held by any of them to lenders as security under its Credit Facilities, or (ii) transferring 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 pledged Class B A Units then held by such Persons to any Person or Class B1 Units, shares group of Class B Common Stock or Class B1 Common Stock or other Company securities described in clause (iiPersons acting together that would constitute a "group" for purposes of Section 13(d) of this paragraph in the event Securities and Exchange Act of foreclosure on such pledged securities. In connection with 1934 or any Transfer, the Transferor shall Transfer an equivalent number of shares of Class B Common Stock (in the case of a Transfer of Class B Units) or Class B1 Common Stock (in the case of a Transfer of Class B1 Units) to the Transferee, in accordance with the terms of the Global, Inc. Chartersuccessor provisions thereto. 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 and 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. Notwithstanding anything to the contrary herein, the Class A Units shall not be Transferable, except to a Transferring Class A Member’s Successor in Interest.

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 3.2(a) and Section 3.93.2 or otherwise with the written consent of the Managing Member in its sole discretion; provided, however, that, Subject subject to the provisions of Section 3.97.4(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, unless the Managing Member determines in good faith that a proposed Transfer would violate Section 7.4(c) below, the restrictions in this Agreement Managing Member shall not prohibit or restrict SunEdison (or its Controlled Affiliates) from be deemed to have consented to a Transfer (i) pledging any by a Class B Member of Class B Units or B1 Units, shares of Class B Common Stock or B1 Common Stock, IDRs or other Company securities then held by any of them such Member to lenders as security under its Credit Facilities, a Permitted Transferee or (ii) transferring any or all of the pledged Class B Units or Class B1 Unitsto a Successor in Interest; provided, shares of Class B Common Stock or Class B1 Common Stock or other Company securities described that in clause (ii) of this paragraph in the event of foreclosure on such pledged securities. In connection with any such Transfer, the Transferor transferor shall Transfer transfer an equivalent number of shares of Class B Common Stock (in the case of a Transfer of Class B Units) or Class B1 Common Stock (in the case of a Transfer of Class B1 Units) to the Transfereetransferee, in accordance with the terms of the Global, Inc. Yield Charter. Any purported Transfer of all or a portion of a Member’s Units or other interests in the Company not complying with this Section 7.3 and 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 Class A Units shall not be Transferable, except to a Transferring Class A Member’s Successor in Interest.was

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 3.2(a) and Section 3.93.2 or otherwise with the written consent of the Managing Member in its sole discretion; provided, however, that, Subject subject to the provisions of Section 3.97.4(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, unless the Managing Member determines in good faith that a proposed Transfer would violate Section 7.4(c) below, the restrictions in this Agreement Managing Member shall not prohibit or restrict SunEdison (or its Controlled Affiliates) from be deemed to have consented to a Transfer (i) pledging any by a Class B Member of Class B Units or B1 Units, shares of Class B Common Stock or B1 Common Stock, IDRs or other Company securities then held by any of them such Member to lenders as security under its Credit Facilities, a Permitted Transferee or (ii) transferring any or all of the pledged Class B Units or Class B1 Unitsto a Successor in Interest; provided, shares of Class B Common Stock or Class B1 Common Stock or other Company securities described that in clause (ii) of this paragraph in the event of foreclosure on such pledged securities. In connection with any such Transfer, the Transferor transferor shall Transfer transfer an equivalent number of shares of Class B Common Stock (in the case of a Transfer of Class B Units) or Class B1 Common Stock (in the case of a Transfer of Class B1 Units) to the Transfereetransferee, in accordance with the terms of the Global, Inc. Yield Charter. Any purported Transfer of all or a portion of a Member’s Units or other interests in the Company not complying with this Section 7.3 and 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 Class A Units shall not be Transferable, except to a Transferring transferring Class A Member’s Successor in InterestInterest or pursuant to the Exchange Agreement.