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 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 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, ; provided, however, that, subject to the provisions of Section 7.5(c7.4(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, (i) Transfer any of such Member’s Units pursuant to the Exchange Agreement. In addition, (ii) Transfer any of such Member’s Units to a Permitted Transferee of such Member, and, provided further, that, to the extent that unless the Managing Member determines in good faith that a proposed transfer Transfer would not have the effect contemplated by violate Section 7.5(c7.4(c) below, then the Managing Member will not unreasonably withhold its consent shall be deemed to have consented to a transfer Transfer (i) by any a Class B 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 B Units then held by such Persons Member to a Permitted Transferee or (ii) to a Successor in Interest; provided, that in connection with any Person or group such Transfer, the transferor shall transfer an equivalent number of Persons acting together that would constitute a "group" for purposes shares of Section 13(d) Class B Common Stock to the transferee, in accordance with the terms of the Securities and Exchange Act of 1934 or any successor provisions theretoYield 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 7.4 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 shall not be Transferable, except to a transferring Class A Member’s Successor in Interest 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 in the Company except with the written consent of the Managing Member as provided in its sole discretion, Section 3.2(a) and Section 3.9; provided, however, that, subject Subject to the provisions of Section 7.5(c)3.9, without the consent of the Managing Member, a Member may, at any time, restrictions in this Agreement shall not prohibit or restrict SunEdison (or its Controlled Affiliates) from (i) Transfer pledging any of such Member’s Class B Units pursuant or B1 Units, shares of Class B Common Stock or B1 Common Stock, IDRs or other Company securities held by any of them to the Exchange Agreementlenders as security under its Credit Facilities, or (ii) Transfer transferring 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 A B Units then held by such Persons to any Person or group Class B1 Units, shares of Persons acting together that would constitute a "group" for purposes of Section 13(dClass B Common Stock or Class B1 Common Stock or other Company securities described in clause (ii) of this paragraph in the Securities and Exchange Act event of 1934 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 any successor provisions theretoClass 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 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 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, ; provided, however, that, subject to the provisions of Section 7.5(c7.4(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, (i) Transfer any of such Member’s Units pursuant to the Exchange Agreement. In addition, (ii) Transfer any of such Member’s Units to a Permitted Transferee of such Member, and, provided further, that, to the extent that unless the Managing Member determines in good faith that a proposed transfer Transfer would not have the effect contemplated by violate Section 7.5(c7.4(c) below, then the Managing Member will not unreasonably withhold its consent shall be deemed to have consented to a transfer Transfer (i) by any a Class B 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 B Units then held by such Persons Member to a Permitted Transferee or (ii) to a Successor in Interest; provided, that in connection with any Person or group such Transfer, the transferor shall transfer an equivalent number of Persons acting together that would constitute a "group" for purposes shares of Section 13(d) Class B Common Stock to the transferee, in accordance with the terms of the Securities and Exchange Act of 1934 or any successor provisions theretoYield 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 7.4 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.was

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, ; provided, however, that, subject to the provisions of Section 7.5(c7.4(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, (i) Transfer any of such Member’s Units pursuant to the Exchange Agreement. In addition, (ii) Transfer any of such Member’s Units to a Permitted Transferee of such Member, and, provided further, that, to the extent that unless the Managing Member determines in good faith that a proposed transfer Transfer would not have the effect contemplated by violate Section 7.5(c7.4(c) below, then the Managing Member will not unreasonably withhold its consent shall be deemed to have consented to a transfer Transfer (i) by any a Class B 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 B Units then held by such Persons Member to a Permitted Transferee or (ii) to a Successor in Interest; provided, that in connection with any Person or group such Transfer, the transferor shall transfer an equivalent number of Persons acting together that would constitute a "group" for purposes shares of Section 13(d) Class B Common Stock to the transferee, in accordance with the terms of the Securities and Exchange Act of 1934 or any successor provisions theretoYield 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 7.4 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 shall not be Transferable, except to a transferring Class A Member’s Successor in Interest or pursuant to the Exchange Agreement.