Common use of Transfer of Member’s Interest Clause in Contracts

Transfer of Member’s Interest. To the extent any of the following restrictions is not necessary to the Company, in the discretion of the Manager reasonably exercised, the Manager may eliminate or modify any restriction. Subject to the immediately preceding sentence, no assignee of the whole or any portion of a Member's Interest in the Company shall have the right to become a substituted Member in place of his assignor, unless the following conditions are first met: 10.2.1. No Member may transfer a fractional Unit, and no Member may transfer Units where, as a result of the transfer, the Member would thereafter, own fewer than two hundred (200) Units, except where the transfer occurs by operation of law; 10.2.2. The assignor shall designate its intention in a written instrument of assignment, which shall be in a form and substance reasonably satisfactory to the Manager; 10.2.3. The transferring Member shall first obtain written consent of the Manager to the substitution. The Manager shall not unreasonably withhold its consent, but the Manager will withhold its consent to the extent necessary to prohibit transfers that could cause the Company to be classified as a publicly traded partnership. The Manager will also withhold consent if it determines that the sale or transfer will otherwise jeopardize the continued ability of the Company to qualify as a "partnership" for federal income tax purposes or that the sale or transfer may violate any applicable securities laws (including any investment suitability standards); 10.2.4. The assignor and assignee named therein shall execute and acknowledge any other instruments as the Manager may deem necessary or desirable to effect the substitution, including, but not limited to, a power of attorney; 10.2.5. The assignee shall accept, adopt and approve in writing all of the terms and provisions of this Agreement as the same may have been amended; 10.2.6. The assignee shall pay or, at the election of the Manager, obligate himself to pay all reasonable expenses connected with the substitution, including but not limited to reasonable attorneys' fees associated therewith; and 10.2.7. The Company has received, if required by the Manager, a legal opinion satisfactory to the Manager that the transfer will not violate the registration provisions of the Securities Act of 1933, as amended, or any applicable state securities law, which opinion shall be furnished at the Member's expense. Assignments complying with the above shall be recognized by the Company not later than the last day of the calendar month in which the written notice of assignment is received by the Company. 10.2.8. The Company shall thereafter recognize the assignment not later than the last day of the calendar month following receipt of the reciprocal documentation.

Transfer of Member’s Interest. To 6.2.1 Subject to Section 6.4 and all applicable FCC Rules, a Member may transfer all, but not less than all, of its Interest in the extent Company to an Affiliate and, in the event of such a transfer, the Affiliate shall receive and hold such Interest subject to the terms and conditions of this Agreement. 6.2.2 Except for a transfer permitted under Section 6.2.1, a Member (other than VoiceStream) may not transfer or encumber, either directly or indirectly, any of its Interest in the following restrictions is not necessary Company without first offering in writing to sell such Interest to VoiceStream pursuant to this Section 6.2; provided, however, that such right of VoiceStream shall only exist if such sale to VoiceStream will be consistent with FCC limitations on transfer of control under FCC Rules; and further provided that in order for VoiceStream to exercise its right to purchase Interests pursuant to this Section 6.2: 6.2.2.1 Prior to the Exchange Date, VoiceStream must provide a legal opinion from outside counsel to VoiceStream addressed to the Company, which counsel and opinion must be satisfactory to the Member proposing the transfer and to the Company, opining that the transfer of such Interest to VoiceStream would not cause the Company to violate the C and F block eligibility requirements (as defined by the FCC Rules) or any other FCC Rules or to forfeit the Financing Benefits ("Required Legal Opinion" ). Should VoiceStream be unable to obtain the Required Legal Opinion within thirty (30) days following receipt of the notice from the selling Member, VoiceStream shall be deemed to have waived its rights to purchase such Interest; and 6.2.2.2 From the Exchange Date to the fifth anniversary of the Exchange Date, either (A) VoiceStream must provide the Required Legal Opinion, or (B) the Company must elect in writing to forfeit the Financing Benefits. Should VoiceStream be unable to obtain the Required Legal Opinion or fail to obtain written election of the Company to forfeit the Financing Benefits within thirty (30) days following receipt of the notice from the selling 34 Member, VoiceStream shall be deemed to have waived its rights to purchase such Interest. 6.2.3 Except for a transfer pursuant to Section 6.2.1, if at any time a Member (other than VoiceStream) has received an offer to purchase, and desires to accept an offer to sell all, but not less than all, of its Interest in the discretion Company, it shall give a written notice to VoiceStream that sets forth the name and address of the Manager reasonably exercisedpotential purchaser and the terms of the offer. In no event shall a Member be entitled to transfer less than all its Interest in the Company. 6.2.4 VoiceStream shall have the right to purchase all, but not less than all, of the Interest that is covered by the notice referenced at Section 6.2.3 at the price and terms set forth in the notice to VoiceStream. VoiceStream shall exercise its right to purchase the Interest by giving a notice to the selling Member within thirty (30) days following receipt of the notice from the selling Member stating that it will purchase such Interest. 6.2.5 Closing on all purchases pursuant to Section 6.2.4 shall occur within sixty (60) days from the exercise of the option by VoiceStream or such date as may be agreed upon by the selling Member and VoiceStream; provided, however, that, if FCC consent is required for the transfer of the Interest, then provided such consent is promptly requested by VoiceStream, the Manager purchase shall close within sixty (60) days from receipt of the FCC consent. If FCC consent is not obtained within twelve (12) months from the date the application for the consent is filed with the FCC as a result of VoiceStream's failure to qualify or due to any fault of VoiceStream, then VoiceStream shall lose its rights to purchase and the selling Member may eliminate sell the Interest the subject of the notice to a Third Party without further compliance with this Section. 6.2.6 If VoiceStream allows to expire, or modify any restriction. Subject waives in writing, the right to purchase the offered Interest or does not elect to purchase all of the offered Interest pursuant to Section 6.2.3, the selling Member, subject to Section 6.4, may transfer its Interest to a Third Party; provided, however, that, if the selling Member does not close the proposed sale or transfer within sixty (60) days from the later of (a) the expiration or waiver in writing of VoiceStream's right to purchase or (b) the receipt of required FCC approval, a sale to a Third Party may not be made without such a transfer again being subject this Section 6.2. 6.2.7 Any transferee of an Interest of a Member under this Section 6.2 is a "Successor." In the case of a transfer pursuant to this Section 6.2, and subject to Section 6.4, the Successor shall receive and hold such Interest subject to the immediately preceding sentence, no assignee terms of this Agreement and subject to the obligations of the whole or any portion transferor under this Agreement, and there shall be no further transfer of such Interest except in accordance with the terms of this Agreement. 6.2.8 Any purported transfer of a Member's Interest in the Company shall have the right to become a substituted Member that is not made in place of his assignor, unless the following conditions are first met: 10.2.1. No Member may transfer a fractional Unit, and no Member may transfer Units where, as a result of the transfer, the Member would thereafter, own fewer than two hundred (200) Units, except where the transfer occurs by operation of law; 10.2.2. The assignor shall designate its intention in a written instrument of assignment, which shall be in a form and substance reasonably satisfactory to the Manager; 10.2.3. The transferring Member shall first obtain written consent of the Manager to the substitution. The Manager shall not unreasonably withhold its consent, but the Manager will withhold its consent to the extent necessary to prohibit transfers that could cause the Company compliance with this Section 6.2 is hereby declared to be classified as a publicly traded partnership. The Manager will also withhold consent if it determines that the sale null and void and of no force or transfer will otherwise jeopardize the continued ability of the Company to qualify as a "partnership" for federal income tax purposes or that the sale or transfer may violate any applicable securities laws (including any investment suitability standards); 10.2.4. The assignor and assignee named therein shall execute and acknowledge any other instruments as the Manager may deem necessary or desirable to effect the substitution, including, but not limited to, a power of attorney; 10.2.5. The assignee shall accept, adopt and approve in writing all of the terms and provisions of this Agreement as the same may have been amended; 10.2.6. The assignee shall pay or, at the election of the Manager, obligate himself to pay all reasonable expenses connected with the substitution, including but not limited to reasonable attorneys' fees associated therewith; and 10.2.7. The Company has received, if required by the Manager, a legal opinion satisfactory to the Manager that the transfer will not violate the registration provisions of the Securities Act of 1933, as amended, or any applicable state securities law, which opinion shall be furnished at the Member's expense. Assignments complying with the above shall be recognized by the Company not later than the last day of the calendar month in which the written notice of assignment is received by the Companywhatsoever. 10.2.8. The Company shall thereafter recognize the assignment not later than the last day of the calendar month following receipt of the reciprocal documentation.

Transfer of Member’s Interest. To the extent any of the following restrictions is not necessary to the Company, A. Except as otherwise specifically provided in the discretion of the Manager reasonably exercised, the Manager may eliminate or modify any restriction. Subject to the immediately preceding sentencethis Section 2.7, no assignee of the whole or any portion of a Member's Interest in the Company Member shall have the right to Transfer all or any part of its Interest. Each Member hereby acknowledges the reasonableness of the restrictions on Transfer of Interests imposed by this Agreement in view of the Company purposes and the relationship of the Members. Accordingly, the restrictions on Transfer contained herein shall be specifically enforceable. B. No Member shall have the right to Transfer its Interest unless (1) such Transfer is permissible under the JV Agreement; and (2) the Manager Consents to such Transfer except that Manager Consent shall not be required for any Transfer to a Permitted Transferee; provided, however, that any direct transferee of an Interest that seeks to become a substituted Member of the Company shall become a Member only upon compliance with the following: (i) the transferor shall designate in writing satisfactory to the Manager its intention that its transferee is to become a Member; (ii) the Members approve the admission of the transferee as a Member in place accordance with Section 2.3; (iii) the transferee shall agree in writing to be bound by all of his assignor, unless the following conditions are first met: 10.2.1. No Member may transfer terms of this Agreement in its capacity as a fractional UnitMember, and no the terms of the side letter mentioned in Section 4.7; (iv) the Member may transfer Units whereshall execute and/or deliver such instruments as the Manager deems necessary or desirable to effect such transferee's admission as a Member and to evidence its acceptance of the terms of this Agreement; and (v) the transferor shall pay all reasonable expenses of the Company in connection with the admission of the new Member. C. In addition, any Transfer as a result of the transferchange in the ultimate beneficial ownership of a Member is permitted under this Section 2.7 provided that such Transfer is from a Person to: (i) a trust for the sole benefit of such Person and/or any one or more of the members of such Person’s immediate family, any lineal descendant thereof or a spouse of any of the Member would thereafterforegoing, own fewer (ii) such Person’s executor, administrator, trustee, personal representative or other successor in interest to whom such interest is transferred at death or incapacity, provided, however, that such interest may not be subject to a further Transfer by such fiduciary pursuant to this Section 2.7 other than two hundred to a member of such Person’s immediate family or to a trust described in subparagraph (200i), or (iii) Unitsin the case of a Person that is a trust, except where to any one or more of the transfer occurs by operation beneficiaries thereof, in accordance with the terms of law;the indenture of trust 10.2.2. The assignor shall designate its intention in a written instrument D. Notwithstanding any provision herein to the contrary, no Transfer of assignment, which any Interest shall be in a form and substance reasonably satisfactory to the Manager; 10.2.3. The transferring Member shall first obtain written consent of the Manager to the substitution. The Manager shall not unreasonably withhold its consent, but the Manager will withhold its consent to the extent necessary to prohibit transfers that could cause permitted unless Control over the Company to be classified as a publicly traded partnership. The Manager will also withhold consent if it determines that remains vested in the sale or transfer will otherwise jeopardize PAV Principals and the continued ability of Transfer is permitted under the Company to qualify as a "partnership" for federal income tax purposes or that the sale or transfer may violate any applicable securities laws (including any investment suitability standards); 10.2.4. The assignor and assignee named therein shall execute and acknowledge any other instruments as the Manager may deem necessary or desirable to effect the substitution, including, but not limited to, a power of attorney; 10.2.5. The assignee shall accept, adopt and approve in writing all of the terms and provisions of this Agreement as the same may have been amended; 10.2.6. The assignee shall pay or, at the election of the Manager, obligate himself to pay all reasonable expenses connected with the substitution, including but not limited to reasonable attorneys' fees associated therewith; and 10.2.7. The Company has received, if required by the Manager, a legal opinion satisfactory to the Manager that the transfer will not violate the registration provisions of the Securities Act of 1933, as amended, or any applicable state securities law, which opinion shall be furnished at the Member's expense. Assignments complying with the above shall be recognized by the Company not later than the last day of the calendar month in which the written notice of assignment is received by the CompanyJV Agreement. 10.2.8. The Company shall thereafter recognize the assignment not later than the last day of the calendar month following receipt of the reciprocal documentation.

Transfer of Member’s Interest. To the extent any of the following restrictions is not necessary to the Company, in the discretion of the Manager reasonably exercised, the Manager may eliminate or modify any restriction. Subject to the immediately preceding sentence, no assignee of the whole or any portion of a Member's ’s Interest in the Company shall have the right to become a substituted Member in place of his assignor, unless the following conditions are first met: 10.2.1. 10.2.1 No Member may transfer a fractional Unit, and no Member may transfer Units units where, as a result of the transfer, the Member would thereafter, own fewer than two one hundred (200100) Unitsunits, except where the transfer occurs by operation of law; 10.2.2. 10.2.2 The assignor shall designate its intention in a written instrument of assignment, which shall be in a form and substance reasonably satisfactory to the Manager; 10.2.3. 10.2.3 The transferring Member shall first obtain written consent of the Manager to the substitution. The Manager shall not unreasonably withhold its consent, but the Manager will withhold its consent to the extent necessary to prohibit transfers that could cause the Company us to be classified as a publicly traded partnership. The Manager will also withhold consent if it determines that the sale or transfer will otherwise jeopardize the continued ability of the Company to qualify as a "“partnership" ” for federal income tax purposes or that the sale or transfer may violate any applicable securities laws (including any investment suitability standards); 10.2.4. 10.2.4 The assignor and assignee named therein shall execute and acknowledge any other instruments as the Manager may deem necessary or desirable to effect the substitution, including, but not limited to, a power of attorney; 10.2.5. 10.2.5 The assignee shall accept, adopt and approve in writing all of the terms and provisions of this Agreement as the same may have been amended; 10.2.6. 10.2.6 The assignee shall pay or, at the election of the Manager, obligate himself to pay all reasonable expenses connected with the substitution, including but not limited to reasonable attorneys' ’ fees associated therewith; and 10.2.7. 10.2.7 The Company has received, if required by the Manager, a legal opinion satisfactory to the Manager that the transfer will not violate the registration provisions of the Securities Act of 1933, as amended, or any applicable state securities lawlaws, which opinion shall be furnished at the Member's ’s expense. Assignments complying with the above shall be recognized by the Company not later than the last day of the calendar month in which the written notice of assignment is received by the Company. 10.2.8. The Company shall thereafter recognize the assignment not later than the last day of the calendar month following receipt of the reciprocal documentation.