Transfer of the Managing Member’s Interest Sample Clauses

Transfer of the Managing Member’s Interest. (a)Except as otherwise provided herein, the Managing Member may not, directly or indirectly, sell, exchange, transfer, assign, pledge, hypothecate or otherwise dispose of to any third party (other than to a successor-in-interest (by merger or otherwise) or assignee that is a limited partnership, limited liability company or other entity controlled, directly or indirectly, by the members of the Managing Member or is otherwise an affiliate of the Managing Member, which such aforementioned transfer may be made without the approval of any other Member) without the prior approval of the Non-Managing Members representing at least a majority of the aggregate Capital Account balances of all Non-Managing Members at such time. For purposes of this Section 8.02., only Non-Managing Members that are not affiliated with the Managing Member may vote, approve or consent to an assignment or transfer of the Managing Member’s interest in the Company. If the Managing Member so determines in its discretion, and any such prior approval of the Non-Managing Members (if required) so provides, the Managing Member may admit any person to whom the Managing Member proposes to make such an aforementioned transfer as an additional managing member of the Company, and such transferee shall be deemed admitted to the Company as a managing member of the Company immediately prior to such aforementioned transfer and shall continue the business of the Company without dissolution. Any person who succeeds to the Managing Member’s interest in the Company and becomes the managing member of the Company shall be bound by calculations relating to amounts previously allocated, withdrawn and distributed pursuant to Articles 3, Article 4 and Article 7 herein and shall otherwise be treated with respect to such amounts and calculations as if such person were the managing member of the Company from the inception of the Company. Except as otherwise provided in this Section 8.02., the Managing Member may not withdraw from the Company (within the meaning of the Delaware Act) or be removed as the managing member of the Company.

Transfer of the Managing Member’s Interest. 7.1 Substitution of the Managing Member. The Managing Member shall have the right to Transfer its interest to any Person that is (i) a Person that succeeds to the Managing Member's business substantially as an entity, or which, directly or indirectly, owns all of the outstanding limited liability company interests of the Managing Member or (ii) an Affiliate of the Managing Member. As a condition of any such Transfer, the Managing Member must obtain an opinion of counsel to the effect that such Transfer will not cause the Fund to be classified as an association taxable as a corporation. The Fund shall not be dissolved by any assignment of all or any part of the Managing Fund Membership Interest in the Fund.