Transfer by the Members Sample Clauses
Transfer by the Members. (a) Except as provided in the next sentence, no holder of Class B Units shall directly or indirectly sell, transfer, assign, pledge, encumber, hypothecate, distribute, dividend or similarly dispose of, either voluntarily or involuntarily, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment, pledge, encumbrance, hypothecation, distribution, dividend or similar disposition of (collectively, “transfer”) any Class B Unit without the consent of MDC (which shall not be unreasonably withheld in connection with a transfer to any trust for the benefit of a holder of Class B Units or his or her immediate family for estate planning purposes), except in a transaction pursuant to this Article X. Class A Units and any Class B units held by MDC or its transferees shall be freely transferable, directly or indirectly, without restriction.
(b) Notwithstanding anything in the foregoing to the contrary, a Management Unitholder may offer to sell any or all of its Class B Units (for purposes of this Section 10.1, the “Subject Units”) to the following Persons in accordance with the following procedures:
(i) such Management Unitholder shall first offer to sell such Subject Units to the Company and the Company shall have the exclusive right to purchase such Subject Units for a period of 30 days following the later of (x) the receipt of the notice referred to in Section 10.1(c) and (y) the day that is six months and one day after such Subject Units were acquired by the Management Unitholder; and
(ii) in the event that not all of the Subject Units are purchased pursuant to clause (i) above by the end of the period specified therein, such Management Unitholder shall offer to sell such unsold Subject Units to MDC and MDC shall have the exclusive right to purchase such Subject Units for a period of 30 days following the termination of the period set forth in clause (i) above. For purposes of this Section 10.1, the Persons described in clauses (i) and (ii) are known collectively as the “Purchasers”.
(c) In order for a Management Unitholder to exercise its right to sell its Class B Units pursuant to Section 10.1(b), such Management Unitholder shall deliver a written notice to the Company of its intention to sell its Units pursuant to this Section 10.1, which notice shall set forth the number of Subject Units being offered for sale and the FMV (as defined in Section 10.10) per Unit (which may be the most recent determinat...
Transfer by the Members. No Member shall withdraw or resign from the Company or sell, assign, transfer, mortgage, charge or otherwise encumber, or suffer any third party to sell, assign, transfer, mortgage, charge or otherwise encumber, or contract to do or permit any of the foregoing, directly or indirectly and whether voluntarily or by operation by law (collectively referred to as a “Transfer”) any part or all of its interest in the Company, except as provided in this Article VIII. Nor shall any party acquire an interest in the Company or be admitted to the Company as a substituted or additional Member-Manager or as a substituted or additional Member, except as provided in this Article VIII. Any attempt to effect any of the foregoing prohibited actions shall be void and, in addition to other rights and remedies at law and in equity, the other Member or Members shall be entitled to injunctive relief enjoining the prohibited action. The Members expressly acknowledge that damages at law would be an inadequate remedy for a breach or threatened breach of the provisions concerning transfer set forth in this Agreement. The giving of consent or approval by the Member-Manager or the Members required under this Article VIII in any one or more instances shall not limit or waive the need for such consent or approval in any other or subsequent instances. Notwithstanding anything in this Article VIII or this Agreement to the contrary, without the prior approval of the other Members, no Member shall have the right to effect any Transfer of its interest in the Company if such Transfer would cause the Company to terminate under applicable law (including Section 708 of the Code).
Transfer by the Members