Transfer of Interests of Members. (a) An Interest of a Member may be transferred only (i) by operation of law pursuant to the death, bankruptcy, insolvency, dissolution or incompetency of such Member or (ii) under certain limited circumstances with the written consent of the Board (which may be withheld in its sole discretion).
(b) The Board may not consent to a Transfer unless:
(i) (x) the Company consults with legal counsel to the Company and counsel confirms that the Transfer will not cause the Company to be treated as a “publicly traded partnership” taxable as a corporation or be subject to any other adverse tax or regulatory treatment and (y) the following conditions are met: (i) the Transferring Member has been a Member for at least six (6) months; (ii) the proposed Transfer is to be made on a Valuation Date; and (iii) the Transfer is (A) one in which the tax basis of the Interest in the hands of the transferee is determined, in whole or in part, by reference to its tax basis in the hands of the Transferring Member (e.g., certain Transfers to affiliates, gifts and contributions to family entities), (B) to members of the Transferring Member’s immediate family (siblings, spouse, parents and children), or (C) a distribution from a qualified retirement plan or an individual retirement account; and
(ii) (x) the person to whom the Interest is Transferred (or each of the person’s beneficial owners if such a person is a “private investment company” as defined in paragraph (d)(3) of Rule 205-3 under the Advisers Act) is a person whom the Board believes meets the requirements of paragraph (d)(1) of Rule 205-3 under the Advisers Act or any successor rule thereto and (y) the entire Interest of the Member is Transferred to a single transferee or, in the case of multiple transferees, after the Transfer of a portion of an Interest, the balance of the Capital Account of each transferee and the remaining balance of the Capital Account of the transferor (if any) is each not less than $50,000 or such lesser amount as the Board may determine in its sole discretion.
(c) Any transferee that acquires an Interest by operation of law as the result of the death, bankruptcy, insolvency, dissolution or incompetency of a Member, shall be entitled to the allocations and distributions allocable to the Interest so acquired and to Transfer such Interest in accordance with the terms of this Agreement, but shall not be entitled to the other rights of a Member unless and until such transferee becomes a substituted Memb...
Transfer of Interests of Members. (a) A Member may transfer such Member’s Interest in whole or in part only: (i) by operation of law pursuant to the death, divorce, bankruptcy, insolvency, or dissolution of such Member; or (ii) under extremely limited circumstances, with the written consent of the Board (which may be withheld for any reason in its sole and absolute discretion). If any transferee does not meet such investor eligibility requirements as may be required by the Board, the Company reserves the right to redeem its Interest. If the Board does not consent to a transfer by operation of law, the Company shall redeem the Interest from the Member’s successor. Any transfer must comply with the Securities Act. The Board generally will not consent to a transfer unless the transfer is: (x) one in which the tax basis of the Interest in the hands of the transferee is determined, in whole or in part, by reference to its tax basis in the hands of the transferring Member (e.g.,. certain gifts and contributions to family entities); or (y) to members of the transferring Member’s immediate family (siblings, spouse, parents, and children). The foregoing permitted transferees will not be allowed to become substituted Members without the consent of the Board, which may be withheld in its sole and absolute discretion. Each transferring Member and transferee agrees to pay all expenses, including, but not limited to, attorneys’ and accountants’ fees, incurred by the Company in connection with any transfer.
(b) By subscribing for an Interest, each Member agrees to indemnify and hold harmless the Company, the Board, the Investment Manager, or each other Member, and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs, and expenses (including legal or other expenses incurred in investigating or defending against any losses, claims, damages, liabilities, costs, and expenses or any judgments, fines, and amounts paid in settlement), joint or several, to which such persons may become subject by reason of or arising from any transfer made by that Member in violation of this Section 4.4 or any misrepresentation made by that Member in connection with any such transfer.
(c) Each transferring Member shall indemnify and hold harmless the Company, the Board, the Investment Manager, or each other Member and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs, and expenses (including legal or other expenses incurred in investigating or defending again...
Transfer of Interests of Members. Notwithstanding any other provision set forth in this Article VIII:
(a) any Member may Transfer all of its Membership Interest in the Company to another Member, to a Permitted Transferee or pursuant to Article IX below with the prior written consent of the other Members, such consent not to be unreasonably withheld, conditioned or delayed after the transferring Member has provided the documents related to the Permitted Transferee as reasonably requested by the other Member and an explanation of the reasons for such Transfer; and
(b) any Member may Transfer all of its Membership Interest to any other Person if such Member first obtains the unanimous written approval of all other Members.
Transfer of Interests of Members. (a) An Interest of a Member may be transferred only (i) by operation of law pursuant to the death, bankruptcy, insolvency, dissolution or incompetency of such Member or (ii) under certain limited circumstances with the written consent of the Board (which may be withheld in its sole discretion).
(b) The Board may not consent to a Transfer unless:
(i) (x) the Company consults with legal counsel to the Company and counsel confirms that the Transfer will not cause the Company to be treated as a “publicly traded partnership” taxable as a corporation or be subject to any other adverse tax or regulatory treatment and (y) the following conditions are met: (i) the Transferring Member has been a Member for at least six (6) months; (ii) the proposed Transfer is to be made on a Valuation Date; and (iii) the Transfer is (A) one in which the tax basis of the Interest in the hands of the transferee is determined, in whole or in part, by reference to its tax basis in the hands of the Transferring Member (e.g., certain Transfers to affiliates, gifts and contributions to family entities), (B) to members of the Transferring Member’s immediate family (siblings, spouse, parents and children), or (C) a distribution from a qualified retirement plan or an individual retirement account; and
Transfer of Interests of Members. (a) No Transfer of any Member's Interest in the Company, whether voluntary or involuntary, shall be valid or effective, and no transferee shall become a substituted Member, unless the prior written consent of the Manager has been obtained, which consent may be withheld for any reason or for no reason. Transfers of a Member's Interest in the Company may be consented to by the Manager only if the entire Interest of such Member in the Company will be transferred to a single transferee, except that the Manager may consent to transfers of a portion of the Interest of a Member in the Company occurring upon the death of such Member or to members of the immediate family of such Member. In the event of any Transfer, all of the conditions of the remainder of this Article 5.3 must also be satisfied. Manager has the right of first refusal to purchase for its account Member Interests if being transferred for any returned value (i.e. if the Interest is sold.)
(b) No Transfer of any Member's Interest in the Company, whether voluntary or involuntary, shall be valid or effective unless the Manager determines, after consultation with legal counsel acting for the Company, that such Transfer will not:
(i) require registration of any interest in the Company under any securities laws of the United States of America, any state thereof or any other jurisdiction;
(ii) subject the Company or the Manager to registration under any securities or commodities laws of the United States of America, any state thereof or any other jurisdiction;
(iii) result in a termination of the Company for U.S. federal income tax purposes under Article 708(b)(1)(B) of the Code;
(iv) result in the Company being deemed to be a "publicly traded Membership" for purposes of Article 7704 of the Code, or having more than 500 owners (including for this purpose any indirect owners of an S corporation, grantor trust, Membership or other entity that has elected to be treated as a Membership for U.S. federal income tax purposes if substantially all of the assets of such entity are invested in the Company);
(v) result in assets of the Company being considered "Plan Assets" for purposes of ERISA; or
(vi) violate or be inconsistent with any representation or warranty made by the transferring Member at the time the Member subscribed to purchase an interest in the Company. The transferring Member, or his legal representative, shall give the Manager written notice before making any voluntary Transfer and within thirty (30...
Transfer of Interests of Members
