Common use of Transfer of Common Units Clause in Contracts

Transfer of Common Units. Other than as provided for below in this Section 8.1 or in Section 8.2, no Member may sell, assign, transfer, grant a participation in, pledge, hypothecate, encumber or otherwise dispose of (such transaction being herein collectively called a “Transfer”) all or any portion of its Common Units except with the approval of the Manager, which may be granted or withheld in its sole discretion. Without the approval of the Manager (but otherwise in compliance with Section 8.1 and Section 8.2), a Member may, at any time, (a) Transfer any portion of such Member’s Common Units pursuant to the Exchange Agreement, and (b) Transfer any portion of such Member’s Common Units to a Permitted Transferee of such Member. Any Transfer of Class A Common Units to a Permitted Transferee of such Member by a Member which also holds Class B Common Stock must be accompanied by the transfer of a corresponding number of shares of Class B Common Stock (determined based upon the Exchange Rate then in effect) to such Permitted Transferee. Any purported Transfer of all or a portion of a Member’s Common Units not complying with this Section 8.1 shall be void ab initio and shall not create any obligation on the part of the Company or the other Members to recognize that purported Transfer or to recognize the Person to which the Transfer purportedly was made as a Member. A Person acquiring a Member’s Common Units pursuant to this Section 8.1 shall not be admitted as a substituted or Additional Member except in accordance with the requirements of Section 8.3, but such Person shall, to the extent of the Common Units transferred to it, be entitled to such Member’s (i) share of Distributions, (ii) share of Profits and Losses and (iii) Capital Account in accordance with Section 3.6. Notwithstanding anything in this Section 8.1 or elsewhere in this Agreement to the contrary, if a Member Transfers all or any portion of its Common Units after the designation of a record date and declaration of a Distribution pursuant to Section 4.1 and before the payment date of such distribution, the transferring Member (and not the Person acquiring all or any portion of its Common Units) shall be entitled to receive such Distribution in respect of such transferred Common Units.

Transfer of Common Units. Other than as provided for below in this Section 8.1 9.01 or in Section 8.29.02, no Member may sell, assign, transfer, grant a participation in, pledge, hypothecate, encumber or otherwise dispose of (such transaction being herein collectively called a “Transfer”) all or any portion of its Common Units common units except with the approval of a majority of the Managerboard of directors of the Managing Member (including in such majority at least one director designee of each of The Advisory Board, TPG and UPMC for so long as such stockholder has the right to designate at least one director to such board pursuant to the Stockholders Agreement), which may be granted or withheld in its sole discretion. Without the approval of a majority of the Manager board of directors of the Managing Member (including in such majority at least one director designee of each of The Advisory Board, TPG and UPMC for so long as such stockholder has the right to designate at least one director to such board pursuant to the Stockholders Agreement) (but otherwise in compliance with Section 8.1 Sections 9.01 and Section 8.29.02), a Member may, at any time, (a) Transfer any portion of such Member’s Common Units common units pursuant to the Exchange Agreement, and (b) Transfer any portion of such Member’s Common Units common units to a Permitted Transferee of such Member. Any Transfer of Class A Common Units B common units to a Permitted Transferee of such Member by a Member which also holds Class B Common Stock must be accompanied by the transfer of a corresponding an equal number of shares of corresponding Class B Common Stock (determined based upon the Exchange Rate then in effect) Shares to such Permitted Transferee. Any purported Transfer of all or a portion of a Member’s Common Units common units not complying with this Section 8.1 9.01 shall be void ab initio and shall not create any obligation on the part of the Company or the other Members to recognize that purported Transfer or to recognize the Person to which the Transfer purportedly was made as a Member. A Person acquiring a Member’s Common Units common units pursuant to this Section 8.1 9.01 shall not be admitted as a substituted or Additional additional Member except in accordance with the requirements of Section 8.39.03, but such Person shall, to the extent of the Common Units common units transferred to it, be entitled to such Member’s (i) share of Distributionsdistributions, (ii) share of profits and losses, including Net Profits and Losses Net Losses, and (iii) Capital Account in accordance with Section 3.66.01(a). Notwithstanding anything in this Section 8.1 9.01 or elsewhere in this Agreement to the contrary, if a Member Transfers all or any portion of its Common Units common units after the designation of a record date and declaration of a Distribution distribution pursuant to Section 4.1 5.01 and before the payment date of such distribution, the transferring Member (and not the Person acquiring all or any portion of its Common Unitscommon units) shall be entitled to receive such Distribution distribution in respect of such transferred Common Unitscommon units.

Transfer of Common Units. Other than as provided for below in this Section 8.1 9.01 or in Section 8.29.02, no Member may sell, assign, transfer, grant a participation in, pledge, hypothecate, encumber or otherwise dispose of (such transaction being herein collectively called a “Transfer”) all or any portion of its Common Units except with the approval of the ManagerManaging Member, which may be granted or withheld in its sole discretion. Without the approval of the Manager Managing Member (but otherwise in compliance with Section 8.1 Sections 9.01 and Section 8.29.02), a Member may, at any time, (a) Transfer any portion of such Member’s Common Units pursuant to the Exchange Agreement, and (b) Transfer any portion of such Member’s Common Units to a Permitted Transferee of such Member. Any Transfer of Class A Common Units to a Permitted Transferee of such Member by a Member which also holds Class B Common Stock Shares must be accompanied by the transfer of a corresponding an equal number of shares of corresponding Class B Common Stock (determined based upon the Exchange Rate then in effect) Shares to such Permitted Transferee. Any purported Transfer of all or a portion of a Member’s Common Units not complying with this Section 8.1 9.01 shall be void ab initio and shall not create any obligation on the part of the Company or the other Members to recognize that purported Transfer or to recognize the Person to which the Transfer purportedly was made as a Member. A Person acquiring a Member’s Common Units pursuant to this Section 8.1 9.01 shall not be admitted as a substituted or Additional additional Member except in accordance with the requirements of Section 8.39.03, but such Person shall, to the extent of the Common Units transferred to it, be entitled to such Member’s (i) share of Distributionsdistributions, (ii) share of profits and losses, including Net Profits and Losses Net Losses, and (iii) Capital Account in accordance with Section 3.66.01(a). Notwithstanding anything in this Section 8.1 9.01 or elsewhere in this Operating Agreement to the contrary, if a Member Transfers all or any portion of its Common Units after the designation of a record date and declaration of a Distribution distribution pursuant to Section 4.1 5.01 and before the payment date of such distribution, the transferring Member (and not the Person acquiring all or any portion of its Common Units) shall be entitled to receive such Distribution distribution in respect of such transferred Common Units.