Transfer of a Members Interest. This Section 10 shall apply if and when there are two or more Members of the Company.
Transfer of a Members Interest. (a) Without the prior written consent of the Board of Managers and Appgate Investors, no Member may Transfer (including by Indirect Transfer) any of its Units, except for Transfers (i) in connection with a Control Sale pursuant to Section 8.06, (ii) in connection with a Tag Sale pursuant to Section 8.07 (provided that the applicable Tag Seller has obtained such prior written consent of the Board of Managers and Appgate Investors), (iii) in connection with a forfeiture of Class C Profits Interests or the exercise of a Purchase Option pursuant to Section 8.08 or the applicable Class C Profits Interests Grant or (iv) to a Permitted Transferee (provided that the Transfer to a Permitted Transferee complies with the applicable provisions of this Article VIII). In the event that the Board of Managers consents to a Transfer, such Transfer must comply with Section 8.07, as applicable. (b) Class C Profits Interests may only be Transferred (i) in connection with a Control Sale pursuant to Section 8.06, (ii) in connection with a forfeiture of Class C Profits Interests or the exercise of a Purchase Option pursuant to Section 8.08 or the applicable Class C Profits Interests Grant or (iii) to a Permitted Transferee (provided that the Transfer to a Permitted Transferee complies with the applicable provisions of this Article VIII).
Transfer of a Members Interest. (a) A Member may not, without the prior written consent of all of the Members, sell, transfer, assign or otherwise dispose of, or permit, voluntarily or involuntarily, any security interest, pledge, mortgage, lien, charge, encumbrance, adverse claim, preferential arrangement or restriction of any kind (collectively an "Encumbrance") upon, all or any portion of such Member's Interest in the Company. Any such purported sale, transfer, assignment or other disposition or Encumbrance of a Member's Interest (hereinafter collectively referred to as a "Transfer") without such consent shall be void and shall not bind the Company. If all of the Members have consented to the Transfer, such Transfer may be made only if (i) the provisions of Section 9.3 of this Agreement do not otherwise prohibit the Transfer, (ii) a duly executed and acknowledged counterpart of the instrument effecting such Transfer in form and substance satisfactory to the Members shall have been delivered to Members, and the assignor shall have indicated such intention of substitution in the instrument effecting such Transfer, (iii) the assignee shall have expressly agreed to be bound by the provisions of this Agreement and to assume all of the obligations imposed upon Members hereunder, (iv) the assignor and the assignee shall have executed or delivered such other instruments as the Members may deem necessary or desirable to effectuate such admission, including, but not limited to, an opinion of counsel that the Transfer complies with the registration provision of the Securities Act of 1933, as amended (the "Securities Act") and any applicable securities or "Blue Sky" law of any state or other jurisdiction, or an exemption therefrom, and (v) the assignor or assignee shall have paid all reasonable expenses and legal fees relating to the Transfer and, if all of the Members so permit, the assignee's admission as a Member, including, but not limited to, the cost of any required counsel's opinion and of preparing, filing and publishing any amendment to the Certificate necessary to effect such admission.
Transfer of a Members Interest. The Ownership Interest of any Member cannot be Transferred unless the Members Consent to such Transfer. Any attempted Transfer of any such Ownership Interest without compliance with this SECTION 9.1 shall be void and of no effect, and the Company shall not recognize any such attempted Transfer for any purpose. "Transfer" as used herein shall include any sale, assignment, mortgage, hypothecation, gift, grant or transfer of any kind, whether voluntary or involuntary, by bankruptcy or operation of law or otherwise, or the creation of any agreement pursuant to which any person shall have any interest in the Company or in the distributions with respect to such interest. Notwithstanding the foregoing, (a) CHD shall be permitted to transfer its Ownership Interest in connection with a sale of all or substantially all of its consumer products business, and (b) USAD shall be permitted to (i) pledge its Ownership Interest to its principal commercial lender, and (ii) transfer its Ownership Interest in connection with a sale of all or substantially all of its assets.
Transfer of a Members Interest
