Common use of Transfer in General Clause in Contracts

Transfer in General. (a) Subject to any restrictions on transferability by operation of Law or contained elsewhere in this Agreement (including Section 4.01(d) hereof) and any other requirement of applicable Law imposed on the Company or the Members or in accordance with Section 11.14, (i) the Preferred Members may freely Transfer their Preferred Units to any Person and (ii) no Common Member shall Transfer any portion of its Interest or its Units, directly or indirectly, to any Person other than a Permitted Transferee, without the prior written consent of each of (A) the Board of Managers and (B) prior to the Junior Preferred Payment, a Majority in Interest of the Junior Preferred Members. Notwithstanding anything herein to the contrary but subject to the provisions of this Article VIII, following the Junior Preferred Payment, the Common Members may freely transfer their Common Units to any Person. For the avoidance of doubt, the Junior Preferred Units and the Senior Preferred Units do not need to be transferred together and may be transferred in separate transactions. (b) A permitted Transfer of Units pursuant to Section 8.01(a) hereof shall be effective as of the date of (i) compliance with the conditions to such transfer referred to in this Section 8.01 and (ii) admission of the Substituted Member pursuant to Section 8.02 hereof. Distributions made before the effective date of such Transfer shall be paid to the transferor, and distributions made after such date shall be paid to the transferee. (c) Any Member who effectively transfers any Units pursuant to this Article VIII 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 (it being understood, however, that the applicable provisions of Sections 4.04, 4.05 and 7.01 hereof shall continue to inure to such Person’s benefit). Nothing contained herein shall relieve any Member who Transfers any Units or other interest in the Company from any liability or obligation of such Member to the Company or the other Members with respect to such Units that may exist on the date of such Transfer or that is otherwise specified in the Delaware Act and incorporated into this Agreement or for any liability to the Company or any other Person for any breaches of any representations, warranties or covenants by such Member (in its capacity as such) contained herein or in other agreements with the Company. (d) In addition to any other restrictions on Transfer imposed by this Agreement, no Member may Transfer any Unit (except pursuant to an effective registration statement under the Securities Act or Section 8.05) without first delivering to the Board of Managers, if requested, an opinion of counsel (reasonably acceptable in form and substance to the Board of Managers) that neither registration nor qualification under the Securities Act or applicable state securities Laws is required in connection with such Transfer. The Board of Managers may waive such opinion requirement on advice of counsel acceptable to the Board of Managers.

Transfer in General. (a) Subject to any restrictions on transferability by operation of Law or contained elsewhere in this Agreement (including Section 4.01(d) hereof) and any other requirement of applicable Law imposed on the Company or the Members or in accordance with Section 11.14, (i) the Preferred Members may freely Transfer their Preferred Units to any Person and (ii) no Common Member shall Transfer any portion of its Interest or its Units, directly or indirectly, to any Person other than a Permitted Transferee, without the prior written consent of each of (A) the Board of Managers and (B) prior to the Junior Preferred Payment, a Majority in Interest of the Junior Preferred Members. Notwithstanding anything herein to the contrary but subject to the provisions of this Article VIII, following the Junior Preferred Payment, the Common Members may freely transfer their Common Units to any Person. For Notwithstanding anything herein to the avoidance contrary, prior to an Initial Public Offering of doubtthe Company, no Member shall Transfer any portion of its Interests, Units or Equity Securities (including to any Permitted Transferee) to the Junior Preferred Units and extent that such Transfer would cause the Senior Preferred Units do not need Company to be transferred together and may be transferred in separate transactionstaxable as a corporation or treated as a “publicly traded partnership” for United States federal, state or local income or franchise tax purposes. (b) A permitted Transfer of Units pursuant to Section 8.01(a) hereof shall be effective as of the date of (i) compliance with the conditions to such transfer referred to in this Section 8.01 and (ii) admission of the Substituted Member pursuant to Section 8.02 hereof. All tax items for the partnership taxable year of such transfer shall be allocated between the transferor and the transferee according to any method permissible under Code Section 706 (which method shall be agreed upon between the transferor and the transferee, and approved by the Board of Managers). Distributions made before the effective date of such Transfer shall be paid to the transferor, and distributions made after such date shall be paid to the transferee. (c) Any Member who effectively transfers any Units pursuant to this Article VIII 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 (it being understood, however, that the applicable provisions of Sections 4.04, 4.05 and 7.01 hereof shall continue to inure to such Person’s benefit). Nothing contained herein shall relieve any Member who Transfers any Units or other interest in the Company from any liability or obligation of such Member to the Company or the other Members with respect to such Units that may exist on the date of such Transfer or that is otherwise specified in the Delaware Act and incorporated into this Agreement or for any liability to the Company or any other Person for any breaches of any representations, warranties or covenants by such Member (in its capacity as such) contained herein or in other agreements with the Company. (d) In addition to any other restrictions on Transfer imposed by this Agreement, no Member may Transfer any Unit (except pursuant to an effective registration statement under the Securities Act or Section 8.05) without first delivering to the Board of Managers, if requested, an opinion of counsel (reasonably acceptable in form and substance to the Board of Managers) that neither registration nor qualification under the Securities Act or applicable state securities Laws is required in connection with such TransferTransfer and that such Transfer would not cause the Company to be taxable as a corporation or treated as a “publicly traded partnership” for United States federal income tax purposes. The Board of Managers may waive such opinion requirement on advice of counsel acceptable to the Board of Managers.

Transfer in General. (a) Subject to any restrictions on transferability Except as expressly contemplated by operation of Law or contained elsewhere in this Agreement or with the approval of the Board of Managers, for a period of Twenty Four (including Section 4.01(d24) hereof) and months following the Effective Date, no Member may Transfer any other requirement of applicable Law imposed on the Company or the Members or in accordance with Section 11.14, its Units except (i) the Preferred Members may freely Transfer their Preferred Units pursuant to any Person and Section 8.04 in its capacity as a Tagging Person, (ii) no Common Member shall Transfer any portion of pursuant to Section 8.06 to its Interest Permitted Transferees or its Units, directly (iii) pursuant to Section 13.16 in connection with an Initial Public Offering or indirectly, to any Person other than a Permitted Transferee, without the prior written consent of each of (A) the Board of Managers and (B) prior to the Junior Preferred Payment, a Majority in Interest of the Junior Preferred Members. Notwithstanding anything herein to the contrary but subject to the provisions of this Article VIII, following the Junior Preferred Payment, the Common Members may freely transfer their Common Units to any Person. For the avoidance of doubt, the Junior Preferred Units and the Senior Preferred Units do not need to be transferred together and may be transferred in separate transactionsRoll-Up Transaction. (b) A permitted Transfer of Units pursuant to Section 8.01(a) hereof shall be effective as of the date of (i) compliance with the conditions to such transfer referred to in this Section 8.01 and (ii) admission of the Substituted Member pursuant to Section 8.02 hereof8.02. All tax items for the partnership taxable year of such Transfer shall be allocated between the transferor and the transferee according to any method permissible under Section 706 of the Code (which method shall be agreed upon between the transferor and the transferee). Distributions made before the effective date of such Transfer shall be paid to the transferor, and distributions Distributions made after such date shall be paid to the transferee. (c) Any Member who effectively transfers Transfers any Units pursuant to this Article VIII 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 (it being understood, however, that the applicable provisions of Sections 3.07, 4.04, 4.05 and 7.01 hereof 4.07 shall continue to inure to such Person’s benefit). Nothing contained herein shall relieve any Member who Transfers any Units or other interest in the Company from any liability or obligation of such Member to the Company or any of its Subsidiaries or the other Members with respect to such Units that may exist on the date of such Transfer or that is otherwise specified in the Delaware Act and incorporated into this Agreement or for any liability to the Company or any of its Subsidiaries or any other Person for any breaches of any representations, warranties or covenants by such Member (in its capacity as such) contained herein or in other agreements with the CompanyCompany or any of its Subsidiaries. (d) In addition to any other restrictions on Transfer imposed by this Agreement, (i) no Member may Transfer any Unit (except pursuant to an effective registration statement under the Securities Act or Section 8.05Act) without first delivering to the Board of Managers, if requested, an opinion of counsel (reasonably acceptable in form and substance to the Board of Managers) that neither registration nor qualification under the Securities Act or applicable state securities Laws laws is required in connection with such TransferTransfer and (ii) no Member may Transfer any Unit if such action would cause the Company to be taxable as a “publicly traded partnership” under the Code. The Board of Managers may waive such opinion requirement on advice of counsel acceptable to the Board of Managers.

Transfer in General. (a) Subject to any restrictions on transferability by operation of Law or contained elsewhere Notwithstanding anything in this Agreement to the contrary, until an Initial Public Offering, each Member hereby agrees that such Member shall not Transfer any of its Units or other Equity Securities at any time, except (including i) to such Member’s Permitted Transferees in accordance Section 4.01(d8.07, (ii) hereofas approved in writing by each of the Majority Investors, (iii) prior to the fifth anniversary of the Closing, to the extent a Transfer is approved in writing by each of the Majority Investors pursuant to clause (ii) of this Section 8.01, in a Tag-Along Sale pursuant to, and in accordance, with Section 8.04, (iv) in a Drag-Along Transaction jointly proposed by the Majority Investors pursuant to, and in accordance with, Section 8.05, (v) in the case of a Majority Investor, subject to Sections 8.01(g) and any other requirement of applicable Law imposed on the Company 8.04, if necessary to effectuate a Regulatory Transfer, (vi) pursuant to an FMV Purchase or the Members or Forced Sale in accordance with Section 11.144.11 (including, after the fifth anniversary of the Closing, pursuant to Section 8.03), (ivii) after the Preferred Members fifth anniversary of the Closing, either Majority Investor may freely Transfer their Preferred Units or other Equity Securities, subject in each case to compliance with Section 8.04, (viii) pursuant to the call rights set forth in Section 3.06 or (ix) pursuant to any Person put right set forth in an Award Agreement. (b) Notwithstanding anything in this Agreement to the contrary, any attempt to Transfer any Equity Securities other than in compliance with this Agreement shall be, to the fullest extent permitted by law, null and void and have no force or effect, and the Company shall not give any effect in the Company’s books and records to such attempted Transfer. The parties hereto acknowledge that the transfer restrictions contained herein are reasonable and in the best interests of the Company. (iic) no Common No Member shall Transfer any portion Units or other Equity Securities (or solicit any offers in respect of its Interest any Transfer of any Units or its Unitsother Equity Securities), directly except in compliance with the Securities Act, any other applicable securities or indirectly“blue sky” laws and any restrictions on Transfer contained in this Agreement or any other provisions set forth in any other agreements or instruments pursuant to which such Units or other Equity Securities were issued, and without first delivering to any Person other than a Permitted Transferee, without the prior written consent of each of (A) the Board of Managers Managers, if requested, an opinion of counsel (in form and (B) prior substance reasonably acceptable to the Junior Preferred Payment, Board of Managers) that such action would not cause the Company to be taxable as a Majority in Interest “publicly traded partnership” under the Code. The Board of the Junior Preferred Members. Notwithstanding anything herein Managers may waive such opinion requirement on advice of counsel acceptable to the contrary but subject to the provisions Board of this Article VIII, following the Junior Preferred Payment, the Common Members may freely transfer their Common Units to any Person. For the avoidance of doubt, the Junior Preferred Units and the Senior Preferred Units do not need to be transferred together and may be transferred in separate transactionsManagers. (bd) A permitted Transfer of Units or other Equity Securities pursuant to Section 8.01(a) hereof shall be effective as of the date of (i) compliance with the conditions to such transfer referred to in this Section 8.01 and (ii) admission of the Substituted Member pursuant to Section 8.02 hereof8.02. Distributions made before the effective date of such Transfer shall be paid to the transferor, and distributions made after such date shall be paid to the transferee. (ce) Any Member who effectively transfers Transfers any Units or other Equity Securities pursuant to this Article VIII shall cease to be a Member with respect to such Units or other Equity Securities and shall no longer have any rights or privileges of a Member with respect to such Units or other Equity Securities (it being understood, however, that the applicable provisions of Sections 3.10, 4.04, 4.05 4.05, 4.06, 4.07 and 7.01 hereof 4.08 shall continue to inure to such Person’s benefit). Nothing contained herein shall relieve any Member who Transfers any Units or other interest in the Company Equity Securities from any liability or obligation of such Member to the Company or the other Members with respect to such Units or other Equity Securities that may exist on the date of such Transfer or that is otherwise specified in the Delaware Act and incorporated into this Agreement or for any liability to the Company or any other Person for any breaches of any representations, warranties or covenants by such Member (in its capacity as such) contained herein or in other agreements with the Company. (df) In addition The Transfer restrictions in this Agreement may not be avoided by the holding of equity securities directly or indirectly through a Person that can itself be sold to any other restrictions on Transfer imposed by this Agreementdispose of an interest in Equity Securities free of such restrictions. For the avoidance of doubt, no Member shall directly or indirectly (i) permit the Transfer of all or any portion of the direct or indirect equity or beneficial interest in such Member to any Person other than a Permitted Transferee or (ii) otherwise seek to avoid the provisions of this Article VIII by issuing, or permitting the issuance of, any direct or indirect equity or beneficial interest in such Member, in any such case, in a manner that does not comply with the Transfer restrictions in this Agreement; provided that, for the avoidance of doubt, the foregoing shall not apply in respect of, and Olympus shall at all times be entitled to facilitate, any direct or indirect transfer of any interests in Olympus or any of its limited or general partners. (g) If a Majority Investor believes in good faith a Regulatory Transfer is required, then such Majority Investor (the “ROFO Offeror”) shall not consummate such Regulatory Transfer without first discussing, to the extent legally permissible, with the other Majority Investor the facts and circumstances predicating the need for a Regulatory Transfer and the manner in which it intends in good faith to comply with its obligations described in the proviso to the definition of “Regulatory Transfer” and, after such obligations have been satisfied, providing the other Majority Investor (the “ROFO Offeree”) the opportunity to purchase from the ROFO Offeror such Equity Securities (the “Regulatory Transfer ROFO”) in accordance with the following: (i) The ROFO Offeror shall deliver to the ROFO Offeree a written notice (a “ROFO Notice”) stating (w) the ROFO Offeror’s bona fide intention to Transfer such Equity Securities as part of a Regulatory Transfer, (x) the amount of Units and any other Equity Securities required to be Transferred, (y) the price of the Units and any other Equity Securities to be Transferred (the “ROFO Price”), and (z) any other material details concerning the proposed Transfer, and the ROFO Offeror shall offer such Units and any other Equity Securities at the ROFO Price and on such other terms and conditions as contained in the ROFO Notice to the ROFO Offeree. (ii) At any time within twenty (20) days after receipt of the ROFO Notice, the ROFO Offeree may elect to purchase all, but not less than all, of the Equity Securities offered in the ROFO Notice, at the ROFO Price by giving written notice (a “ROFO Purchase Notice”) to the ROFO Offeror. (iii) If the ROFO Offeree does exercise the Regulatory Transfer ROFO to acquire all of the ROFO Offeror’s Units and any Unit (except other Equity Securities offered in the ROFO Notice, then the closing of the purchase and sale pursuant to an effective registration statement under the Securities Act Regulatory Transfer ROFO shall take place at the offices of the Company no later than thirty (30) days after delivery of the ROFO Purchase Notice, or Section 8.05) without first delivering at such other place or on such other date as the applicable parties may agree or such later date as may be reasonably necessary to the Board of Managersobtain any required regulatory approvals. In connection with such purchase and sale, if requestedeach party shall execute and deliver all agreements, an opinion of counsel (certificates and other documentation reasonably acceptable requested by, and in form and substance reasonably satisfactory to, the other party to effect the purchase of such Units and any other Equity Securities hereunder. (iv) If the ROFO Offeree does not exercise the Regulatory Transfer ROFO to acquire all of the ROFO Offeror’s Units and any other Equity Securities offered in the ROFO Notice, then the ROFO Offeror shall thereafter, subject to compliance with Section 8.04, be free for a period equal to the Board lesser of Managers(x) that neither registration nor qualification under the Securities Act or applicable state securities Laws date by which such ROFO Offeror is required in connection with to divest such Transfer. The Board Units and any other Equity Securities as directed by the applicable regulatory authority initiating such divestiture and (y) one hundred and eighty (180) days after the date of Managers delivery of the ROFO Notice (as such period may waive such opinion requirement on advice of counsel acceptable reasonably be extended to obtain any required regulatory approvals, subject to the Board foregoing clause (x)) to sell or otherwise Transfer the ROFO Offeror’s Equity Securities to a third party at price equal to or greater than 95% of Managersthe ROFO Price; provided, that if such Transfer is not completed within such one hundred and eighty (180) day period (as such period may be reasonably extended to obtain any required regulatory approvals), the provisions of this Section 8.01(g) shall again be required to be satisfied with respect to such Equity Securities and the ROFO Offeror shall be required to deliver a new ROFO Notice to the ROFO Offeree, and the ROFO Offeree shall again have a Regulatory transfer ROFO as provided in this Section 8.01(g).

Transfer in General. (a) Subject Unless expressly contemplated by another provision of this Agreement, no Member may Transfer any of its Units or other Company Interests except, subject to any restrictions on transferability by operation of Law or contained elsewhere in this Agreement (including Section 4.01(d) hereof) and any other requirement of applicable Law imposed on the Company or the Members or in accordance with Section 11.14Article VIII, (i) the Preferred Members may freely Transfer their Preferred Units to any Person and as required by Section 8.04, (ii) no Common Member shall Transfer any portion of its Interest or its Units, directly or indirectly, to any Person other than a Permitted Transferee, without or (iii) with the prior consent of the Board. Notwithstanding the foregoing or any other provision of this Agreement, no Member shall pledge, borrow against, collateralize, otherwise encumber or allow any Liens to exist on any of the Units or Company Interests except with the written consent of each of (A) the Board of Managers and (B) prior to the Junior Preferred Payment, a Majority in Interest of the Junior Preferred Members. Notwithstanding anything herein to the contrary but subject to the provisions of this Article VIII, following the Junior Preferred Payment, the Common Members may freely transfer their Common Units to any Person. For the avoidance of doubt, the Junior Preferred Units and the Senior Preferred Units do not need to be transferred together and may be transferred in separate transactionsBoard. (b) A permitted Transfer of Units or other Company Interests permitted pursuant to Section 8.01(a) hereof shall be effective as of the first date that both of the following have occurred: (i) compliance with the conditions to such transfer Transfer referred to in this Section 8.01 8.01(a) and (ii) in the case of a direct Transfer, admission of the Substituted Transferee as a Member pursuant to Section 8.02 hereof8.02. Distributions In the case of direct Transfers, distributions made before the effective date of such Transfer shall be paid to the transferorTransferor, and distributions made after such date shall be paid to the transfereeTransferee. (c) Any Member who effectively transfers validly directly Transfers any Units or other Company Interests pursuant to this Article VIII shall cease to be a Member with respect to such Units or other Company Interests and shall no longer have any rights or privileges of a Member with respect to such Units or other Company Interest (it being understood, however, that the applicable provisions of Sections 4.04Section 4.07, 4.05 Section 5.01 and 7.01 hereof Section 5.04 shall continue to inure to such Person’s benefit). Nothing contained herein shall relieve any Member who directly Transfers any Units or other interest in the Company Interest from any liability or obligation of such Member to the Company or the other Members with respect to such Units or other Company Interest that may exist on the date of such Transfer or that expressly continue to apply thereafter, that is otherwise specified in the Delaware Act and incorporated into this Agreement or for any liability to the Company or any other Person for any breaches of any representations, warranties or covenants by such Member (in its capacity as such) contained herein in this Agreement, other Transaction Documents to which such Member is a party or in other agreements with the Company. (d) In addition to any other restrictions on Transfer imposed by this Agreement, no Member may Transfer any Unit Units (except pursuant to an effective registration statement under the Securities Act or Section 8.05Act) without first delivering to the Board of Managers, if requested, Company an opinion of counsel (reasonably acceptable in form and substance to the Board of ManagersCompany) that neither registration nor qualification under the Securities Act or applicable state securities Laws is required in connection with such Transfer. The Board of Managers may waive such opinion requirement on advice of counsel acceptable to the Board. (e) In addition to any other restrictions on Transfer imposed by this Agreement, any purported Transfer must (A) not be effected on or through an “established securities market” within the meaning of Section 1.7704-1 of the Regulations, and (B) satisfy at least one of the regulatory “safe harbor” exemptions from treatment as a transfer that is taken into account in determining the “publicly traded partnership” status of the Company; provided, that the Board may permit a Transfer of Managersan interest in the Company by a Member Company failing to qualify for the “safe harbor” exemption in clause (B) above, if the Transferor or Transferee shall have delivered to the Company an opinion of counsel, reasonably satisfactory in form and substance to the Board, that such Transfer will not cause any the Company to be treated as a corporation or a “publicly traded partnership” within the meaning of Section 7704 of the Code and the related Treasury Regulations. (f) As a condition to making a Transfer of Units or other Company Interests to a Permitted Transferee, the Transferring Member shall unconditionally guarantee and remain responsible for the performance of all of the obligations of the Permitted Transferee under this Agreement. Each Permitted Transferee and the Transferring Member shall execute documentation reasonably acceptable to the Board documenting such Transfer, which may include provisions giving rights of approval with respect to amendments of the governing documents and material contracts (to the extent relating to the relevant Units or other Company Interests) of the Permitted Transferee to the Company. If at any time following a Transfer of Units or other Company Interests to a Permitted Transferee such Permitted Transferee ceases to be a Permitted Transferee of the Transferor of such Units or other Company Interests, at such time such Units or other Company Interests automatically shall be deemed to have been Transferred back to such Transferor.