Common use of Transfer of Membership Interests Clause in Contracts

Transfer of Membership Interests. (a) Other than as provided for below in this Section 9.01 or in Section 9.02, 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 Membership Interest except with the written consent of the Managing Member, which may be granted or withheld in its sole discretion. Without the consent of the Managing Member (but otherwise in compliance with Sections 9.01, 9.02 and 9.03), a Member may, at any time, (a) Transfer any portion of such Member’s Membership Interest pursuant to the Exchange Agreement, and (b) Transfer any portion of such Member’s Membership Interest to a Permitted Transferee of such Member. Any purported Transfer of all or a portion of a Member’s Membership Interest not complying with this Section 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 deal with the Person to which the Transfer purportedly was made. A Person acquiring a Member’s Membership Interest pursuant to this Section 9.01 shall not be admitted as a substituted or additional Member except in accordance with the requirements of Section 9.03, but such Person shall, to the extent of the Membership Interest transferred to it, be entitled to such Member’s (i) share of distributions, (ii) share of profits and losses, including Net Profits and Net Losses, and (iii) Capital Account in accordance with Section 6.01(c). Notwithstanding anything in this Section 9.01 or elsewhere in this Agreement to the contrary, if a Member Transfers all or any portion of its Membership Interest after the designation of a record date and declaration of a distribution pursuant to Section 5.01 and before the payment date of such distribution, the transferring Member (and not the Person acquiring all or any portion of its Membership Interest) shall be entitled to receive such distribution in respect of such transferred Membership Interest. (b) It is intention of the parties to preserve their relative ownership of the Group Equity Interests. In furtherance of the foregoing, the parties agree that, notwithstanding anything that may be to the contrary in this Agreement, any Transfer of units of an Operating Subsidiary to a transferee thereof shall be accompanied by the simultaneous Transfer of an equal number of the same class, series or type of units of the other Operating Subsidiaries to such transferee.

Transfer of Membership Interests. (a) Other than as provided for below in this Section 9.01 or in Section 9.02, 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 Membership Interest except with the written consent of the Managing Member, which may be granted or withheld in its sole discretion. Without the consent of the Managing Member (but otherwise in compliance with Sections 9.01, 9.02 and 9.03), a Member may, at any time, (a) Transfer any portion of such Member’s Membership Interest pursuant to the RCAP Holdings Exchange Agreement, and or (b) Transfer any portion of such Member’s Membership Interest to a Permitted Transferee of such Member. Any purported Transfer of all or a portion of a Member’s Membership Interest not complying with this Section 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 deal with the Person to which the Transfer purportedly was made. A Person acquiring a Member’s Membership Interest pursuant to this Section 9.01 shall not be admitted as a substituted or additional Member except in accordance with the requirements of Section 9.03, but such Person shall, to the extent of the Membership Interest transferred to it, be entitled to such Member’s (i) share of distributions, (ii) share of profits and losses, including Net Profits and Net Losses, and (iii) Capital Account in accordance with Section 6.01(c). Notwithstanding anything in this Section 9.01 or elsewhere in this Agreement to the contrary, if a Member Transfers all or any portion of its Membership Interest after the designation of a record date and declaration of a distribution pursuant to Section 5.01 and before the payment date of such distribution, the transferring Member (and not the Person acquiring all or any portion of its Membership Interest) shall be entitled to receive such distribution in respect of such transferred Membership Interest. (b) It is intention of the parties to preserve their relative ownership of the Group Equity Interests. In furtherance of the foregoing, the parties agree that, notwithstanding anything that may be to the contrary in this Agreement, any Transfer of units of an Operating Subsidiary to a transferee thereof shall be accompanied by the simultaneous Transfer of an equal number of the same class, series or type of units of the other Operating Subsidiaries to such transferee.

Transfer of Membership Interests. (a) Other than as provided for below in this Section 9.01 or in Section 9.02, 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 Membership Interest except with the written consent of the Managing Member, which may be granted or withheld in its sole discretion. Without the consent of the Managing Member (but otherwise in compliance with Sections 9.01, 9.02 9.01 and 9.039.02), a Member may, at any time, (a) Transfer any portion of such Member’s Membership Interest pursuant to the Exchange Agreement, and (b) Transfer any portion of such Member’s Membership Interest to a Permitted Transferee of such Member. Any Transfer of Series B Membership Interests to a Permitted Transferee of such Member must be accompanied by the transfer of an equal number of corresponding Class B Shares to such Permitted Transferee. Any purported Transfer of all or a portion of a Member’s Membership Interest not complying with this Section 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 deal with recognize the Person to which the Transfer purportedly was mademade as a Member. A Person acquiring a Member’s Membership Interest pursuant to this Section 9.01 shall not be admitted as a substituted or additional Member except in accordance with the requirements of Section 9.03, but such Person shall, to the extent of the Membership Interest transferred to it, be entitled to such Member’s (i) share of distributions, (ii) share of profits and losses, including Net Profits and Net Losses, and (iii) Capital Account in accordance with Section 6.01(c6.01(a). Notwithstanding anything in this Section 9.01 or elsewhere in this Agreement to the contrary, if a Member Transfers all or any portion of its Membership Interest after the designation of a record date and declaration of a distribution pursuant to Section 5.01 and before the payment date of such distribution, the transferring Member (and not the Person acquiring all or any portion of its Membership Interest) shall be entitled to receive such distribution in respect of such transferred Membership Interest. (b) It is intention of the parties to preserve their relative ownership of the Group Equity Interests. In furtherance of the foregoing, the parties agree that, notwithstanding anything that may be to the contrary in this Agreement, any Transfer of units of an Operating Subsidiary to a transferee thereof shall be accompanied by the simultaneous Transfer of an equal number of the same class, series or type of units of the other Operating Subsidiaries to such transferee.

Transfer of Membership Interests. (a) Other than as provided for below in this Section 9.01 10.01 or in Section 9.0210.02, 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 Membership Interest except with the written consent of the Managing Member, which may be granted or withheld in its sole discretion. Without the consent of the Managing Member (but otherwise in compliance with Sections 9.01, 9.02 9.01 and 9.039.02), a Member may, at any time, (a) Transfer any portion of such Member’s Membership Interest pursuant to the Exchange Agreement, and (b) Transfer any portion of such Member’s Membership Interest to a Permitted Transferee of such Member. Any Transfer of Series B Membership Interests to a Permitted Transferee of such Member must be accompanied by the transfer of an equal number of corresponding Class B Shares to such Permitted Transferee. Any purported Transfer of all or a portion of a Member’s Membership Interest not complying with this Section 9.01 10.01 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 deal with recognize the Person to which the Transfer purportedly was mademade as a Member. A Person acquiring a Member’s Membership Interest pursuant to this Section 9.01 10.01 shall not be admitted as a substituted or additional Member except in accordance with the requirements of Section 9.0310.04, but such Person shall, to the extent of the Membership Interest transferred to it, be entitled to such Member’s (i) share of distributions, (ii) share of profits and losses, including Net Profits and Net Losses, and (iii) Capital Account in accordance with Section 6.01(c7.01(a). Notwithstanding anything in this Section 9.01 10.01 or elsewhere in this Agreement to the contrary, if a Member Transfers all or any portion of its Membership Interest after the designation of a record date and declaration of a distribution pursuant to Section 5.01 6.01 and before the payment date of such distribution, the transferring Member (and not the Person acquiring all or any portion of its Membership Interest) shall be entitled to receive such distribution in respect of such transferred Membership Interest. (b) It is intention of the parties to preserve their relative ownership of the Group Equity Interests. In furtherance of the foregoing, the parties agree that, notwithstanding anything that may be to the contrary in this Agreement, any Transfer of units of an Operating Subsidiary to a transferee thereof shall be accompanied by the simultaneous Transfer of an equal number of the same class, series or type of units of the other Operating Subsidiaries to such transferee.

Transfer of Membership Interests. This Section 6.2 governs the direct Transfer of a Member's rights with respect to a Membership Interest in the Company. With respect to the admission of a Transferee as a Member, the provisions of Section 6.3 shall govern. (a) Other than as provided for below in this Section 9.01 or in Section 9.02, 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 No Membership Interest may be transferred by any Member to any Person, except (i) with the written consent of all other Members or (ii) or as otherwise provided by the Managing terms of this Section 6.2. In the event a Member desires to Transfer all or any part of such Member's Membership Interest or any interest therein, such Member will be responsible for compliance with all conditions of transfer imposed by this Agreement and under applicable law and for any expenses incurred by the Company for legal and/or accounting services in connection with reviewing any proposed Transfer or issuing opinions in connection therewith. Until the transferee is admitted as a Member pursuant to Section 6.3, the transferor Member shall continue to be a Member and to be entitled to exercise any rights or powers of a Member with respect to the Membership Interest transferred. Whether or not the transferee of a Membership Interest becomes a Member, which may the transferor Member shall not be granted released from any liability to the Company under this Agreement, the Certificate of Formation or withheld in its sole discretion. Without the consent Act. (b) Notwithstanding the provisions of the Managing Member (but otherwise in compliance with Sections 9.01, 9.02 and 9.03Section 6.2(a), a Member may, at any time, may effect a Transfer of its Membership Interest (ai) Transfer any portion to an Affiliate of such Member not created by a Change In Control or (ii) to the transferee of all or substantially all of the business and assets of such Member’s Membership Interest pursuant to the Exchange Agreement, and . (bc) Transfer any portion of such Member’s Membership Interest to a Permitted Transferee of such Member. Any purported Transfer of all or a portion of a Member’s any Membership Interest not complying with in violation of the provisions of this Section 9.01 Agreement shall be wholly 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 deal with the Person to which effectuate the Transfer purportedly was madecontemplated thereby. A Person acquiring a Member’s Membership Interest pursuant to this Section 9.01 shall not be admitted as a substituted or additional Member except in accordance with the requirements of Section 9.03, but such Person shall, Notwithstanding anything contained herein to the extent of the Membership Interest transferred to itcontrary, be entitled to such Member’s (i) share no Member may Transfer any Membership Interest in violation of distributionsany provision of this Agreement or in violation of the Securities Act or any applicable state securities laws, (ii) share no Transfer of profits and lossesany Membership Interest may be effected if such Transfer would cause a dissolution of the Company, including Net Profits and Net Lossesunder the Act unless the Members unanimously approve such Transfer, and (iii) Capital Account in accordance with Section 6.01(c). Notwithstanding anything in this Section 9.01 or elsewhere in this Agreement to the contrary, if a Member Transfers all or no Transfer of any portion of its Membership Interest after the designation of may be effected if such transfer would cause a record date and declaration of a distribution pursuant to Section 5.01 and before the payment date of such distribution, the transferring Member (and not the Person acquiring all or any portion of its Membership Interest) shall be entitled to receive such distribution in respect of such transferred Membership Interest. (b) It is intention termination of the parties to preserve their relative ownership Company under Section 708(b)(1)(B) of the Group Equity Interests. In furtherance Code, unless the Members unanimously approve of the foregoing, the parties agree that, notwithstanding anything that may be to the contrary in this Agreement, any Transfer of units of an Operating Subsidiary to a transferee thereof shall be accompanied by the simultaneous Transfer of an equal number of the same class, series or type of units of the other Operating Subsidiaries to such transfereeTransfer.

Transfer of Membership Interests. (a) Other than Except as provided for below otherwise set forth in this Section 9.01 or in Section 9.02Article IX, no Member Tekoil may not assign, sell, assign, transfer, grant a participation in, pledge, hypothecate, pledge or encumber or otherwise dispose of (such transaction being herein collectively called a “"Transfer”") all its Membership Interest or any portion of its Membership Interest thereof except (i) with the written consent approval of all of the other Members or (ii) in a bona fide sale of its entire Membership Interest to a Person or Persons who are not Affiliates of Tekoil and that complies with Section 9.2. Except as otherwise set forth in this IX, the Membership Interest of each Member other than Tekoil shall be freely Transferable without the approval of any Member. (b) Unless an assignee becomes a substituted Member in accordance with the provisions set forth below, such assignee shall not be entitled to any of the rights granted to a Member hereunder, other than the right to receive allocations of income, gain, loss, deduction, credit and similar items and distributions to which the assignor would otherwise be entitled, to the extent such items are assigned. (c) An assignee of the Membership Interest of a Member, or any portion thereof, shall become a substituted Member entitled to all of the rights of a Member with respect to such Membership Interest if, and only if, (i) the assignor gives the assignee such right, (ii) in the case of a Transfer by Tekoil, such Transfer is made in accordance with the first sentence of Section 9.1(a), and (iii) the assignee executes and delivers such instruments, in form and substance satisfactory to the Managing Member, as the Managing Member may deem necessary or desirable in its sole and absolute discretion to effect such substitution and to confirm the agreement of the assignee to be bound by all of the terms and provisions of this Agreement. Upon the satisfaction of such requirements, such assignee shall be concurrently (or as of such later date as shall be provided for in any applicable written instruments furnished to the Managing Member) admitted as a substituted Member of the Company. (d) The Company shall be entitled to treat the record owner of any Membership Interest as the absolute owner thereof in all respects and shall incur no liability for distributions of cash or other property made to such owner until such time as a written assignment of such interest that complies with the terms of this Agreement has been received by the Managing Member. (e) In the event that any Member other than Tekoil desires to Transfer all or any part of its Membership Interest, other than in a Transfer pursuant to Section 9.2, such Member shall provide written notice to Tekoil that it intends to Transfer such Membership Interest. Until the expiration of 30 days after the giving of such notice, such transferring Member shall not Transfer its Membership Interest to any Person other than Tekoil and shall not solicit offers from or engage in negotiations with any Person other than Tekoil with respect to the Transfer of its Membership Interest. Tekoil shall have the right during such 30-day period to make a written proposal to the transferring Member with respect to the purchase by Tekoil of the Membership Interest to be Transferred. If Tekoil makes any such proposal, the transferring Member shall notify Tekoil in writing whether it accepts or declines such proposal, which the transferring Member may be granted or withheld do in its sole discretion. Without If the consent of transferring Member accepts such proposal, then Tekoil and the Managing transferring Member (but otherwise shall cooperate in compliance with Sections 9.01, 9.02 and 9.03), a Member may, at any time, (a) Transfer any portion of such Member’s Membership Interest pursuant good faith to complete the Exchange Agreement, and (b) Transfer any portion of such Member’s Membership Interest to a Permitted Transferee of such Member. Any purported Transfer of all or a portion of a Member’s Membership Interest not complying with this Section 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 deal with the Person to which the Transfer purportedly was made. A Person acquiring a Member’s Membership Interest pursuant to this Section 9.01 shall not be admitted as a substituted or additional Member except in accordance with the requirements of Section 9.03, but such Person shall, to the extent purchase of the Membership Interest transferred by Tekoil as soon as practicable and in any event within 30 days after the acceptance of such proposal by the transferring Member. If the transferring Member declines such proposal or if it accepts the proposal and such purchase is not completed within 30 days after such acceptance notwithstanding the good faith cooperation of the transferring Member, then the transferring Member shall have 90 days from the date it declines such offer or the date on which such 30-day period expires, as applicable, to it, be entitled to such Member’s (i) share of distributions, (ii) share of profits and losses, including Net Profits and Net Losses, and (iii) Capital Account in accordance with Section 6.01(c). Notwithstanding anything in this Section 9.01 or elsewhere in this Agreement to complete the contrary, if a Member Transfers all or any portion Transfer of its Membership Interest after to any Person, subject to the designation other provisions of a record date and declaration of a distribution pursuant to this Section 5.01 and before 9.1. In the payment date of such distribution, event the transferring Member (and has not completed the Person acquiring all or Transfer within such 90-day period, any portion of its Membership Interest) shall be entitled to receive such distribution in respect proposed Transfer of such transferred Member's Membership InterestInterest shall again be subject to this paragraph (e). (bf) It is intention No Transfer of any Membership Interest shall be made if counsel for the Company shall be of the parties to preserve their relative ownership opinion that (i) such Transfer would be in violation of any federal, state or foreign law, or would cause the original issuance of the Group Equity Interests. In furtherance Membership Interests by the Company to be in violation of such laws or (ii) such Transfer would result in the Company being treated as a corporation for tax purposes. (g) Any assignment, sale, exchange or other transfer in contravention of any of the foregoing, the parties agree that, notwithstanding anything that may be to the contrary in provisions of this Agreement, any Transfer of units of an Operating Subsidiary to a transferee thereof Section 9.1 shall be accompanied void and of no force or effect, and shall not bind or be recognized by the simultaneous Transfer of an equal number of the same class, series or type of units of the other Operating Subsidiaries to such transfereeCompany.

Transfer of Membership Interests. (a) Other than as provided for below No Member may, directly or indirectly, Transfer such Member’s interest in this Section 9.01 the Company without advance notice to and the prior consent of each Founding Member, which consent may be given or withheld in Section 9.02such Founding Member’s sole and absolute discretion. Notwithstanding the foregoing, no consent shall be necessary in the case of a Transfer by a Managing Member may sellupon her or his death, assignto her or his estate or heirs, transferand in which event such interest shall nevertheless be deemed to be held by the initial holder thereof for purposes of determining consequences under Sections 4.4 and 4.5, grant unless the Management Committee reasonably determines upon advice of counsel that such Transfer would materially increase the likelihood that either the Company would be subject to the registration requirements of the Investment Company Act of 1940, as amended, or jeopardize the status of the Company as a participation in, pledge, hypothecate, encumber or otherwise dispose partnership for federal income tax purposes. (b) Upon a Member’s Transfer of (such transaction being herein collectively called a “Transfer”) all or any portion part of its Membership such Member’s Interest except in the Company to any person under Section 8.1(a) (including an Affiliate of such Member or a permitted transferee under Section 8.1(a)) (the “Assignee”), such Assignee shall be admitted as a substitute Member in lieu of such transferor Member only with the written consent of the Managing Member, Management Committee which consent may be granted given or withheld in its sole and absolute discretion. Without the consent of the Managing . (c) Unless an Assignee is admitted as a substitute Member (but otherwise in compliance accordance with Sections 9.01, 9.02 and 9.03Section 8.1(b), a Transfer by a Member may, at of all or any time, (a) Transfer any portion part of such Member’s Membership Interest pursuant to interest in the Exchange Agreement, and (b) Transfer Company shall not release such Member from any portion of such Member’s Membership Interest to a Permitted Transferee of obligations or liabilities (including, without limitation, such Member. Any purported Transfer of all or a portion of a ’s obligations to make capital contributions hereunder and such Member’s Membership Interest not complying liability therefor), or limit the Management Committee’s rights with respect to such Member, of any nature whatsoever arising under this Section 9.01 Agreement, and such Assignee shall be void ab initio entitled only to allocations and distributions with respect to its Interest and shall not create any obligation on have no right to vote such Interest, to participate in the part management of the Company or to any accounting or information concerning the affairs of the Company and shall not have any of the other Members to recognize that rights of a Member under this Agreement. (d) Any purported Transfer or to deal with the Person to which the Transfer purportedly was made. A Person acquiring a Member’s Membership Interest pursuant to this Section 9.01 shall not be admitted as a substituted or additional Member except in accordance with the requirements of Section 9.03, but such Person shall, to the extent of the Membership Interest transferred to it, be entitled to such Member’s (i) share of distributions, (ii) share of profits and losses, including Net Profits and Net Losses, and (iii) Capital Account in accordance with Section 6.01(c). Notwithstanding anything in this Section 9.01 or elsewhere in this Agreement to the contrary, if by a Member Transfers of all or any portion part of its Membership Interest after interest in the designation Company in violation of a record date and declaration of a distribution pursuant to Section 5.01 and before the payment date of such distribution, the transferring Member (and not the Person acquiring all or any portion of its Membership Interest) this Article VIII shall be entitled to receive such distribution in respect null and void and of such transferred Membership Interestno force or effect. (b) It is intention of the parties to preserve their relative ownership of the Group Equity Interests. In furtherance of the foregoing, the parties agree that, notwithstanding anything that may be to the contrary in this Agreement, any Transfer of units of an Operating Subsidiary to a transferee thereof shall be accompanied by the simultaneous Transfer of an equal number of the same class, series or type of units of the other Operating Subsidiaries to such transferee.

Transfer of Membership Interests. (a) Other than as provided for below A Member may Transfer, in this Section 9.01 whole or in part, its Membership Interest to any Person and such Person shall be admitted to the Company as a Substitute Member, provided that (i) subject to clause (b) below, the affirmative consent (not to be unreasonably withheld) of the Charter Member shall have been obtained for any such Transfer by the Special Member or any of its Affiliates, (ii) subject to clause (b) below, the affirmative consent (not to be unreasonably withheld) of the Special Member shall have been obtained for any such Transfer by the Charter Member or any of its Affiliates, (iii) such Transfer shall not be permitted (A) if it results in (x) the Company being classified as a publicly traded partnership for purposes of Section 9.027704 of the Code, no (y) a violation of the federal securities laws or in the Company being treated as an investment company under the Investment Company Act of 1940, as amended, or (z) a violation of, or make the Company subject to the requirements of ERISA or result in the assets of the Company being treated as “plan assets” under ERISA, or (B) if the transferee is not treated as a United States person within the meaning of section 7701(a)(30) of the Code, (iv) the applicable Substituted Member may sellshall have delivered to the Managing Member evidence of acceptance in a form reasonably satisfactory to the Managing Member of all of the terms and conditions of this Agreement and (v) any Transfer by a Member that is a “Holder” under the Warrant shall comply with Section 3 of the Warrant Agreement. (b) Notwithstanding clauses (a)(i) and (a)(ii) above, assignthe following Transfers shall not require the consent of either the Charter Member or the Special Member: (i) any Transfer of Units contemplated by or pursuant to the Warrant Agreement; (ii) any Transfer of a Membership Interest by a Member to any Affiliate of such Member or any member, transfer, grant manager or partner thereof; (iii) any Transfer by the Charter Member of its Membership Interest so long as a participation in, pledge, hypothecate, encumber or otherwise dispose “Change of Control” (as defined in the Warrant Agreement) has not occurred and would not occur as a result of such Transfer; (iv) any Transfer of a Membership Interest by the Special Member after the occurrence and during the continuance of (such transaction being herein collectively called x) an event described in clauses (b) through (e) of the definition of “Triggering Event” in the Warrant Agreement, (y) any default shall have occurred in respect of any indebtedness or (y) a “Transfer”Put Default; and (v) any bona fide pledge or assignment of a security interest to a financial institution by the Charter Member or the Special Member in all or any portion of a its Membership Interest except to secure full recourse obligations of such Member and, following a default, such financial institution (or its transferee or nominee) may exercise its default remedies and may acquire the Member Interest of such Member and become a Member; (c) A Substituted Member who has been admitted as a Member in accordance with this Article 11 shall have all the written rights and powers and be subject to all the restrictions and liabilities of a Member under this Agreement. Upon the admission of a Substituted Member, without the need for any additional act or consent of the Managing Memberany Person, which may be granted or withheld in its sole discretion. Without the consent of the Managing Member (but otherwise in compliance with Sections 9.01, 9.02 shall amend Exhibit A to reflect the number of Units and 9.03), a Member may, at any time, (a) Transfer any portion of such Member’s Membership Interest pursuant to the Exchange Agreement, and (b) Transfer any portion of such Member’s Membership Interest to a Permitted Transferee of such Member. Any purported Transfer of all or a portion of a Member’s Membership Interest not complying with this Section 9.01 shall be void ab initio and shall not create any obligation on the part Percentage Interests of the Company or the other Members to recognize that purported Transfer or to deal with the Person to which the Transfer purportedly was made. A Person acquiring a Member’s Membership Interest pursuant to this Section 9.01 shall not be admitted as a substituted or additional Member except in accordance with the requirements of Section 9.03, but such Person shall, to the extent of the Membership Interest transferred to it, be entitled to such Member’s (i) share of distributions, (ii) share of profits and losses, including Net Profits and Net Losses, and (iii) Capital Account in accordance with Section 6.01(c). Notwithstanding anything in this Section 9.01 or elsewhere in this Agreement to the contrary, if a Member Transfers all or any portion of its Membership Interest after the designation of a record date and declaration of a distribution pursuant to Section 5.01 and before the payment date of such distribution, the transferring Member (and not the Person acquiring all or any portion of its Membership Interest) shall be entitled to receive such distribution in respect of such transferred Membership InterestMembers. (b) It is intention of the parties to preserve their relative ownership of the Group Equity Interests. In furtherance of the foregoing, the parties agree that, notwithstanding anything that may be to the contrary in this Agreement, any Transfer of units of an Operating Subsidiary to a transferee thereof shall be accompanied by the simultaneous Transfer of an equal number of the same class, series or type of units of the other Operating Subsidiaries to such transferee.

Transfer of Membership Interests. (a) Other than as provided for below in this Section 9.01 or in Section 9.02, 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 Membership Interest except with the written consent of the Managing Member, which may be granted or withheld in its sole discretion. Without the consent of the Managing Member (but otherwise in compliance with Sections 9.01, 9.02 9.01 and 9.039.02), a Member may, at any time, (a) Transfer any portion of such Member’s Membership Interest pursuant to the Exchange Agreement, and (b) Transfer any portion of such Member’s Membership Interest to a Permitted Transferee of such Member. Any purported Transfer of all or a portion of a Member’s Membership Interest not complying with this Section 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 deal with the Person to which the Transfer purportedly was made. A Person acquiring a Member’s Membership Interest pursuant to this Section 9.01 shall not be admitted as a substituted or additional Member except in accordance with the requirements of Section 9.03, but such Person shall, to the extent of the Membership Interest transferred to it, be entitled to such Member’s (i) share of distributions, (ii) share of profits and losses, including Net Profits and Net Losses, and (iii) Capital Account in accordance with Section 6.01(c6.01(d). Notwithstanding anything in this Section 9.01 or elsewhere in this Agreement to the contrary, if a Member Transfers all or any portion of its Membership Interest after the designation of a record date and declaration of a distribution pursuant to Section 5.01 and before the payment date of such distribution, the transferring Member (and not the Person acquiring all or any portion of its Membership Interest) shall be entitled to receive such distribution in respect of such transferred Membership Interest. (b) It is intention of the parties to preserve their relative ownership of the Group Equity Interests. In furtherance of the foregoing, the parties agree that, notwithstanding anything that may be to the contrary in this Agreement, any Transfer of units of an Operating Subsidiary to a transferee thereof shall be accompanied by the simultaneous Transfer of an equal number of the same class, series or type of units of the other Operating Subsidiaries to such transferee.

Transfer of Membership Interests. (a) Other than as provided for below in this Section 9.01 or in Section 9.02, 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 Membership Interest except with the written consent of the Managing Member, which may be granted or withheld in its sole discretion. Without the consent of the Managing Member (but otherwise in compliance with Sections 9.01, 9.02 and 9.03), a Member may, at any time, (a) Transfer any portion of such Member’s Membership Interest pursuant to the Exchange Agreement, and (b) Transfer any portion of such Member’s Membership Interest to a Permitted Transferee of such Member. Any purported Transfer of all or a portion of a Member’s Membership Interest not complying with this Section 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 deal with the Person to which the Transfer purportedly was made. A Person acquiring a Member’s Membership Interest pursuant to this Section 9.01 shall not be admitted as a substituted or additional Member except in accordance with the requirements of Section 9.03, but such Person shall, to the extent of the Membership Interest transferred to it, be entitled to such Member’s (i) share of distributions, (ii) share of profits and losses, including Net Profits and Net Losses, and (iii) Capital Account in accordance with Section 6.01(c). Notwithstanding anything in this Section 9.01 or elsewhere in this Agreement to the contrary, if a Member Transfers all or any portion of its Membership Interest after the designation of a record date and declaration of a distribution pursuant to Section 5.01 and before the payment date of such distribution, the transferring Member (and not the Person acquiring all or any portion of its Membership Interest) shall be entitled to receive such distribution in respect of such transferred Membership Interest. (b) It is intention of the parties to preserve their relative ownership of the Group Equity Interests. In furtherance of the foregoing, the parties agree that, notwithstanding anything that may be to the contrary in this Agreement, any Transfer of units of an Operating Subsidiary to a transferee thereof shall be accompanied by the simultaneous Transfer of an equal number of the same class, series or type of units of the other Operating Subsidiaries to such transferee.