Common use of Transfer of Units by a Member Clause in Contracts

Transfer of Units by a Member. (a) No Units may be transferred by a Member unless the following conditions are first satisfied: (i) A Majority Vote of Members approving the transfer has been obtained, such approval to be evidenced by a written instrument, dated and signed by the Members; provided, however, no such approval shall be required with respect to any transfer of Units by PSO to its parent corporation, Central and South West Corporation, or any direct or indirect subsidiary of such parent corporation; (ii) The transferee and each Member execute and file all documents necessary for the transferee to be a Substitute Member and be bound by the terms hereof and such transferee is admitted as a Substitute Member; and (iii) The Company receives an Opinion of Counsel that such transfer would not materially adversely affect the classification of the Company as a partnership for federal and (as applicable) state income tax purposes. (b) The transfer restrictions on Company Units shall be conspicuously noted in an appropriate legend on any Unit certificates issued. (c) In no event shall any Unit be transferred to a minor or any incompetent except by will or intestate succession. (d) The Company need not recognize, for any purpose, any transfer of all or any fraction of a Unit unless there shall have been filed with the Company and recorded on the Company's books a duly executed and acknowledged counterpart of the instrument of assignment and such instrument evidences the written acceptance by the Assignee of all of the terms and provisions of this Agreement and represents that such assignment was made in accordance with all applicable laws and regulations. (e) Any holder of a Unit (including a transferee thereof) shall be deemed conclusively to have agreed to comply with and be bound by all terms and conditions of this Agreement, with the same effect as if such holder had executed an express acknowledgment thereof, whether or not such holder in fact has executed such an express acknowledgment.

Transfer of Units by a Member. (aA) No Except as provided in Section 9.03 hereto, no Units may be transferred by a Member unless the following conditions are first satisfied: (i) A Majority Vote The consent of Members approving the transfer each Member has been obtained, which may be granted or withheld in each Member's sole discretion, such approval consent to be evidenced by a written instrument, dated and signed by the Members; provided, however, no such approval shall be required with respect to any transfer of Units by PSO to its parent corporation, Central and South West Corporation, or any direct or indirect subsidiary of such parent corporationMember; (ii) The transferee and each Member execute and file all documents necessary for the transferee to be a Substitute Member and be bound by the terms hereof and such transferee is admitted as a Substitute Member; and (iii) The Company receives an Opinion of Counsel a written opinion from the Company's legal counsel that such transfer would not materially adversely affect the classification of the Company as a partnership for federal and (as applicable) state income tax purposespurposes or cause the Company to be treated as a publicly-traded partnership. (bB) The transfer restrictions on Company all Units shall be conspicuously noted in by an appropriate legend on any Unit certificates issuedeach Certificate issued to a Member. (cC) In no event shall any Unit be transferred to a minor or any incompetent except by will or intestate successionsuccession and in full compliance with the provisions of this ARTICLE IX. (dD) The Company need not recognize, for any purpose, any transfer of all or any fraction of a Unit unless there shall have been filed with the Company and recorded on the Company's books a duly executed and acknowledged counterpart of the instrument of assignment and such instrument evidences the written acceptance by the Assignee of all of the terms and provisions of this Agreement and such Assignee expressly represents that such assignment was made in accordance with all applicable laws and regulations. (eE) Any holder of a Unit (including a transferee thereof) shall be deemed conclusively to have agreed to comply with and be bound by all terms and conditions of this Agreement, with the same effect as if such holder had executed an express acknowledgment thereof, whether or not such holder in fact has executed such an express acknowledgment.

Transfer of Units by a Member. (a) No Units may be transferred by a Member unless the following conditions are first satisfied: (i) A Majority Vote of the other Members approving the shall have approved such transfer has been obtainedin writing, which approval may be granted or withheld in each Member’s sole discretion, such approval to be evidenced by a written instrument, dated and signed by the Members; provided, however, no such approval shall be required with respect to any transfer of Units by PSO to its parent corporation, Central Member and South West Corporation, or any direct or indirect subsidiary of such parent corporation; (ii) The the transferee executes and each Member execute and file files all documents necessary for the transferee to be bound by the terms of this Agreement; provided however that a Substitute Member and may assign its entire Membership Interest to an entity which is under common control with the Member, such as a parent or subsidiary company, which agrees to be bound by the terms hereof of this Agreement, and such transferee is admitted as entity shall become a Substitute Member; and (iii) The Company receives an Opinion of Counsel that such transfer would not materially adversely affect the classification of the Company as a partnership for federal and (as applicable) state income tax purposes. (b) The transfer restrictions on Company Units shall be conspicuously noted in an appropriate legend on any Unit certificates issued. (c) In no event shall any Unit be transferred to a minor or any incompetent except by will or intestate succession. (d) The Company need not recognize, for any purpose, any transfer of all or any fraction of a Unit unless there shall have been filed with the Company and recorded on the Company's ’s books a duly executed and acknowledged counterpart of the instrument of assignment and such instrument evidences the written acceptance by the Assignee of all of the terms and provisions of this Agreement and represents that such assignment was made in accordance with all applicable laws and regulations. (ec) Subject to (d) below, a Member may pledge its Membership Interest to a financial institution in conjunction with a general pledge of and lien on its assets. In the event a financial institution or its successor becomes a Member by reason of foreclosure of such pledge, such Member shall not have any voting rights in the Units thereby acquired. (d) Any holder of a Unit (including a transferee thereof) shall be deemed conclusively to have agreed to comply with and be bound by all terms and conditions of this Agreement, with the same effect as if such holder had executed an express acknowledgment thereof, whether or not such holder in fact has executed such an express acknowledgment.