Common use of TRANSFERABILITY OF INTEREST Clause in Contracts

TRANSFERABILITY OF INTEREST. (a) Except as set forth in this Section 6.1, without the prior written approval of the Management Committee, (i) none of the Manager Member’s interest in the LLC (including, without limitation, any interest which has been Transferred to the Manager Member) may be Transferred and (ii) the LLC may not undergo any merger, consolidation, sale of all or substantially all of its assets or similar transaction (any of which transactions described in this clause (ii) shall also require the prior written consent of the Manager Member); provided, however, (W) it is understood and agreed that, in connection with the operation of the business of the Manager Member (including, without limitation, the financing of its interest herein and direct or indirect interests in additional investment management companies), the Manager Member’s interest in the LLC may be pledged and encumbered and lien holders of the Manager Member’s interest shall have and be able to exercise the rights of secured creditors with respect to such interest, (X) the Manager Member may Transfer some (but not a majority) of its LLC Interests to a Person who is not a Member but who is an Officer or employee of the LLC (or any Controlled Affiliate thereof) or who becomes an Officer or employee of the LLC (or any Controlled Affiliate thereof) or a Person majority owned by any such Person, (Y) the Manager Member may Transfer some (but not a majority) of its LLC Interests to existing Non-Manager Members, and (Z) the Manager Member may Transfer all or any portion of its LLC Interests to an Affiliate of the Manager Member (and any such Affiliate shall thereafter be bound by the provisions of this Agreement). Notwithstanding anything else set forth herein, the Manager Member may, with the approval of the Management Committee, Transfer all its interests in the LLC in a single transaction or a series of related transactions, and, in any such case, each of the Non-Manager Members shall be required to Transfer, in the same transaction or transactions, all their interests in the LLC, provided that the price to be received by all the Members shall be allocated among the Members in the same manner as the purchase price would have been distributed pursuant to Section 4.4 following a sale of all or a substantial portion of the assets of the LLC and its Controlled Affiliates (with any net gain or loss from such transaction first having been allocated among the Members in accordance with Section 4.2(e) or 4.2(f), as applicable). (b) In the case of a Transfer upon foreclosure pursuant to proviso (W) of Section 6.1(a), each transferee shall sign a counterpart signature page to this Agreement agreeing thereby to become either a Non-Manager Member or the Manager Member (provided, however, that once one such other transferee elects to become the Manager Member, no transferee (other than a subsequent transferee of such new Manager Member) may elect to be a Manager Member hereunder. If the transferees pursuant to proviso (W) of Section 6.1(a) receive all of the Manager Member’s LLC Interests and none of such transferees elects to become the Manager Member, then the Manager Member shall be deemed to have withdrawn from the LLC. If, however, one of the transferees elects to become the Manager Member and executes a counterpart signature page to this Agreement agreeing thereby to become the Manager Member, then notwithstanding any other provision hereof to the contrary, the old Manager Member shall thereupon be permitted to withdraw from the LLC as Manager Member. (c) In the case of a Transfer pursuant to proviso (Z) of Section 6.1(a), the old Manager Member shall be deemed to have withdrawn and its transferee shall be deemed to have become the new Manager Member hereunder.

TRANSFERABILITY OF INTEREST. (a) Except as set forth in this Section 6.1This Lease and all rights hereunder can be assigned and transferred by the Company and, without if so, shall be binding upon and inure to the prior written approval benefit of the Management Committee, (i) none of the Manager Member’s interest in the LLC (including, without limitation, any interest which has been Transferred to the Manager Member) may be Transferred Company's successors and (ii) the LLC may not undergo any merger, consolidation, sale of all or substantially all of its assets or similar transaction (any of which transactions described in this clause (ii) shall also require the prior written consent of the Manager Member); provided, however, (W) it is understood and agreed that, in connection with the operation of the business of the Manager Member (including, without limitation, the financing of its interest herein and direct or indirect interests in additional investment management companies), the Manager Member’s interest in the LLC may be pledged and encumbered and lien holders of the Manager Member’s interest shall have and be able to exercise the rights of secured creditors with respect to such interest, (X) the Manager Member may Transfer some (but not a majority) of its LLC Interests to a Person who is not a Member but who is an Officer or employee of the LLC (or any Controlled Affiliate thereof) or who becomes an Officer or employee of the LLC (or any Controlled Affiliate thereof) or a Person majority owned by any such Person, (Y) the Manager Member may Transfer some (but not a majority) of its LLC Interests to existing Non-Manager Members, and (Z) the Manager Member may Transfer all or any portion of its LLC Interests to an Affiliate of the Manager Member (and any such Affiliate shall thereafter be bound by the provisions of this Agreement). Notwithstanding anything else set forth herein, the Manager Member may, with the approval of the Management Committee, Transfer all its interests in the LLC in a single transaction or a series of related transactions, and, in any such case, each of the Non-Manager Members shall be required to Transfer, in the same transaction or transactions, all their interests in the LLC, provided that the price to be received by all the Members shall be allocated among the Members in the same manner as the purchase price would have been distributed pursuant to Section 4.4 following a sale of all or a substantial portion of the assets of the LLC and its Controlled Affiliates (with any net gain or loss from such transaction first having been allocated among the Members in accordance with Section 4.2(e) or 4.2(f), as applicable)assigns. (b) In This Lease and all rights hereunder may be assigned and transferred by Lessee and, if so, shall be binding upon and inure to the case benefit of Lessee's successors and assigns, subject to the following conditions and requirements, and the Company's right of first refusal as set forth herein: (i) Lessee may not sell, assign (including, but not limited to, assignments by operation of law) or transfer (collectively, "Assign") this Lease without the Company's prior written consent. The Company has an absolute and unqualified right to withhold consent to such proposed Assignments. Any attempt by Lessee to Assign this Lease without the Company's prior written consent shall be void and of no force and effect. The sale, transfer, transfer by operation of law, or other disposition of Lessee's interest, or any part thereof, in the Lease, or any Person's ownership or other interest in Lessee, if Lessee is a Transfer upon foreclosure pursuant corporation, partnership or other business entity, shall be an assignment requiring the Company's prior written consent. Lessee's written request for the Company's approval of any assignment must be received by the Company not less than ninety (90) days prior the effective date of such requested assignment. (ii) Notwithstanding the foregoing, Lessee may Assign this Lease without the Company's consent to proviso an immediate family member of (Wi) Lessee, if Lessee is a natural person, or (ii) the Manager; PROVIDED that, in the Company's reasonable judgment, such family member is sufficiently qualified and trained ("Qualified Immediate Family Member"). (iii) The Company shall have the preferential right to meet the bona fide offer of Section 6.1(a)any proposed assignee; such right to be exercised by the Company within sixty (60) days following the date the Company receives a copy of Lessee's written request for the Company's approval of any assignment. Lessee shall include in such written request for the Company's approval of any assignment. Lessee shall include in such written request the name and address of the proposed assignee and the price, each transferee terms, and conditions contained in the bona fide offer. The Company's failure to exercise this preferential right shall sign a counterpart signature page to not terminate this Agreement agreeing thereby to become either a Non-Manager Member or the Manager Member (provided, however, that once one such other transferee elects to become the Manager Member, no transferee (other than a subsequent transferee preferential right or release Lessee from any of such new Manager Member) may elect to be a Manager Member hereunder. If the transferees pursuant to proviso (W) of Section 6.1(a) receive all of the Manager Member’s LLC Interests and none of such transferees elects to become the Manager Member, then the Manager Member shall be deemed to have withdrawn from the LLC. If, however, one of the transferees elects to become the Manager Member and executes a counterpart signature page to its obligations under this Agreement agreeing thereby to become the Manager Member, then notwithstanding any other provision hereof to the contrary, the old Manager Member shall thereupon be permitted to withdraw from the LLC as Manager MemberLease. (c) In If the case Lessee proposes to sell, transfer, assign or sublet this Lease, the Company will perform a Five Star Appearance inspection of the Leased Premises to determine necessary corrections to be made to bring the Leased Premises up to a Transfer pursuant Five Star Appearance inspection score equal to proviso or greater than the Company's annually published minimum accept able score. The Company will also perform an engineering and maintenance inspection and, if deemed necessary by the Company, an environmental inspection, of the Leased Premises to determine what actions are necessary to bring the Lessee into compliance with all of the provisions of Paragraph 9 and Exhibit C hereof. The results of the fore going inspections will be made in writing to Lessee and corrections made before sale, assignment, transfer or subletting is approved. (Zd) Notwithstanding any provision of Section 6.1(athe fore going subparagraphs (a) through (c), the old Manager Member any attempted assignment of this Lease (including an assignment by operation of law) shall be deemed void and of no force and effect unless the Franchise Relationship is also transferred to have withdrawn and its transferee shall be deemed to have become the new Manager Member hereunderassignee in accordance with the pro visions of the Franchise Agreement.

TRANSFERABILITY OF INTEREST. (a) Except as set forth in this Section 6.1, without the prior written approval of the Management Committee, (i) none of the Manager Member’s AMG's direct or indirect interest in the LLC (including, without limitation, any interest which has been Transferred to the Manager Member) may be Transferred (other than as a result of any merger, consolidation, leveraged recapitalization, sale of all or substantially all of its assets or similar transaction of AMG (regardless of how structured), which shall in no event be subject to the restrictions set forth in this Section 6.1 or require the consent of the Management Committee or any Member of the LLC) and (ii) the LLC may not undergo any merger, consolidation, conversion, leveraged recapitalization, sale of all or substantially all of its assets or similar transaction (any of which transactions described in this clause (ii) shall also require the prior written consent of the Manager MemberMember granted after the Effective Time); providedPROVIDED, howeverHOWEVER, (WA) it is understood and agreed that, in connection with the operation of the business of AMG and the Manager Member (including, without limitation, the financing of its interest herein and direct or indirect interests in additional investment management companies), the Manager Member’s interest AMG's direct or indirect interests in the LLC may be pledged and encumbered and lien holders of the Manager Member’s interest AMG's interests shall have and be able to exercise the rights of secured creditors with respect to such interestinterests, (XB) AMG may, with the Manager Member may prior written approval of the Management Committee (such approval not to be unreasonably withheld), Transfer some (but not a majority) of its LLC Interests Points to a Person who is not a Member but who is an Officer or employee of the LLC (or any Controlled Affiliate thereof) or who becomes an Officer or employee of the LLC (or any Controlled Affiliate thereof) or a Person majority owned by any such Person, (YC) AMG may, with the Manager Member may prior written approval of the Management Committee (such approval not to be unreasonably withheld), Transfer some (but not a majority) of its LLC Interests Points to existing Non-Manager Members, and (ZD) the Manager Member AMG may Transfer all or any portion of its LLC Interests to an Affiliate other direct or indirect wholly-owned subsidiaries of the Manager Member AMG (and any such Affiliate which shall thereafter be bound by subject to the provisions of this AgreementAgreement applicable to the Manager Member). Notwithstanding anything else set forth herein, the Manager Member AMG may, with the prior written approval of the Management Committee, Transfer all of its direct and indirect interests in the LLC to a bona fide third party purchaser in a single transaction or a series of related transactionstransactions (whether structured as an equity sale, a merger, a consolidation or otherwise), and, in any such case, each of the Non-Manager Members shall be required to Transfer, in the same transaction or transactions, all their interests in the LLCLLC (and to enter into such customary documentation in connection therewith as is entered into by AMG); PROVIDED, provided however, that the aggregate purchase price (including all forms of consideration, including without limitation amounts to be received in the form of equity participation rights) to be received by all the Members (other than bona fide compensation for future services to be performed following such transaction by any Member) shall be allocated among the Members in the same manner as the purchase price would have been distributed pursuant to Section 4.4 following a sale of all or a substantial portion substantially all of the assets of the LLC and its Controlled Affiliates and the WY LLC and its Controlled Affiliates (with any net gain or loss from such transaction first having been allocated among the Members in accordance with Section 4.2(e) or 4.2(f), ) as applicable). Until the earlier to occur of (i) the date of the consummation of the Subsequent Purchase pursuant to Section 12 of the Purchase Agreement or (ii) such time as it has become objectively determinable that AMG will not be required to consummate the Subsequent Purchase pursuant to Section 12 of the Purchase Agreement, any transaction requiring the prior written approval of the Management Committee under this Section 6.1(a) shall also require the prior written approval of FAID (other than a Transfer by AMG described in clause (B) of the proviso to the first paragraph of this Section 6.1(a), which shall not require the approval of FAID). Upon any of the foregoing transactions, the Manager Member shall make the appropriate revisions to SCHEDULE A hereto. (b) In the case of a Transfer upon foreclosure pursuant to proviso (W) a pledge of or lien on AMG's direct or indirect interest in the LLC pursuant to Section 6.1(a6.1(a)(A), each transferee shall sign a counterpart signature page to this Agreement agreeing thereby to become either a Non-Manager Member or the Manager Member (provided, however, that once one such other transferee elects to become the Manager Member, no transferee (other than a subsequent transferee of such new Manager Member) may elect to be a Manager Member hereunder. If the transferees pursuant to proviso (W) of Section 6.1(a6.1(a)(A) receive all of the Manager Member’s 's LLC Interests and none of such transferees elects to become the Manager Member, then the Manager Member shall be deemed to have withdrawn from the LLC. If, however, one of the transferees elects to become the Manager Member and executes a counterpart signature page to this Agreement agreeing thereby to become the Manager Member, then notwithstanding any other provision hereof to the contrary, the old Manager Member shall thereupon be permitted to withdraw from the LLC as Manager Member. (c) In the case of a Transfer pursuant to proviso (Z) the second paragraph of Section 6.1(a), the old Manager Member shall be deemed to have withdrawn and its transferee shall be deemed to have become the new Manager Member hereunder.

TRANSFERABILITY OF INTEREST. (a) Except as set forth in this Section 6.1, without the prior written approval of the Management Committee, (i) none of the Manager Member’s AMG's direct or indirect interest in the LLC (including, without limitation, any interest which has been Transferred to the Manager Member) may be Transferred (other than as a result of any merger, consolidation, leveraged recapitalization, sale of all or substantially all of its assets or similar transaction of AMG (regardless of how structured), which shall in no event be subject to the restrictions set forth in this Section 6.1 or require the consent of the Management Committee or any Member of the LLC) and (ii) the LLC may not undergo any merger, consolidation, conversion, leveraged recapitalization, sale of all or substantially all of its assets or similar transaction (any of which transactions described in this clause (ii) shall also require the prior written consent of the Manager MemberMember granted after the Effective Time); providedPROVIDED, howeverHOWEVER, (WA) it is understood and agreed that, in connection with the operation of the business of AMG and the Manager Member (including, without limitation, the financing of its interest herein and direct or indirect interests in additional investment management companies), the Manager Member’s interest AMG's direct or indirect interests in the LLC may be pledged and encumbered and lien holders of the Manager Member’s interest AMG's interests shall have and be able to exercise the rights of secured creditors with respect to such interestinterests, (XB) AMG may, with the Manager Member may prior written approval of the Management Committee (such approval not to be unreasonably withheld), Transfer some (but not a majority) of its LLC Interests Points to a Person who is not a Member but who is an Officer or employee of the LLC (or any Controlled Affiliate thereof) or who becomes an Officer or employee of the LLC (or any Controlled Affiliate thereof) or a Person majority owned by any such Person, (YC) AMG may, with the Manager Member may prior written approval of the Management Committee (such approval not to be unreasonably withheld), Transfer some (but not a majority) of its LLC Interests Points to existing Non-Manager Members, and (ZD) the Manager Member AMG may Transfer all or any portion of its LLC Interests to an Affiliate other direct or indirect wholly-owned subsidiaries of the Manager Member AMG (and any such Affiliate which shall thereafter be bound by subject to the provisions of this AgreementAgreement applicable to the Manager Member). Notwithstanding anything else set forth herein, the Manager Member AMG may, with the prior written approval of the Management Committee, Transfer all of its direct and indirect interests in the LLC to a bona fide third party purchaser in a single transaction or a series of related transactionstransactions (whether structured as an equity sale, a merger, a consolidation or otherwise), and, in any such case, each of the Non-Manager Members shall be required to Transfer, in the same transaction or transactions, all their interests in the LLCLLC (and to enter into such customary documentation in connection therewith as is entered into by AMG); PROVIDED, provided however, that the aggregate purchase price (including all forms of consideration, including without limitation amounts to be received in the form of equity participation rights) to be received by all the Members (other than bona fide compensation for future services to be performed following such transaction by any Member) shall be allocated among the Members in the same manner as the purchase price would have been distributed pursuant to Section 4.4 following a sale of all or a substantial portion substantially all of the assets of the LLC and its Controlled Affiliates and the DE LLC and its Controlled Affiliates (with any net gain or loss from such transaction first having been allocated among the Members in accordance with Section 4.2(e) or 4.2(f), as applicable). Until the earlier to occur of (i) the date of the consummation of the Subsequent Purchase pursuant to Section 12 of the Purchase Agreement or (ii) such time as it has become objectively determinable that AMG will not be required to consummate the Subsequent Purchase pursuant to Section 12 of the Purchase Agreement, any transaction requiring the prior written approval of the Management Committee under this Section 6.1(a) shall also require the prior written approval of FAI (other than a Transfer by AMG described in clause (B) of the proviso to the first paragraph of this Section 6.1(a), which shall not require the approval of FAI). Upon any of the foregoing transactions, the Manager Member shall make the appropriate revisions to SCHEDULE A hereto. (b) In the case of a Transfer upon foreclosure pursuant to proviso (W) a pledge of or lien on AMG's direct or indirect interest in the LLC pursuant to Section 6.1(a6.1(a)(A), each transferee shall sign a counterpart signature page to this Agreement agreeing thereby to become either a Non-Manager Member or the Manager Member (provided, however, that once one such other transferee elects to become the Manager Member, no transferee (other than a subsequent transferee of such new Manager Member) may elect to be a Manager Member hereunder. If the transferees pursuant to proviso (W) of Section 6.1(a6.1(a)(A) receive all of the Manager Member’s 's LLC Interests and none of such transferees elects to become the Manager Member, then the Manager Member shall be deemed to have withdrawn from the LLC. If, however, one of the transferees elects to become the Manager Member and executes a counterpart signature page to this Agreement agreeing thereby to become the Manager Member, then notwithstanding any other provision hereof to the contrary, the old Manager Member shall thereupon be permitted to withdraw from the LLC as Manager Member. (c) In the case of a Transfer pursuant to proviso (Z) the second paragraph of Section 6.1(a), the old Manager Member shall be deemed to have withdrawn and its transferee shall be deemed to have become the new Manager Member hereunder.

TRANSFERABILITY OF INTEREST. (a) Except as set forth in this Section 6.1, without the prior written approval of the Management Committee, (i) none of the Manager Member’s 's interest in the LLC (including, without limitation, any interest which has been Transferred to the Manager Member) may be Transferred and (ii) the LLC may not undergo any mergerTransferred; PROVIDED, consolidation, sale of all or substantially all of its assets or similar transaction (any of which transactions described in this clause (ii) shall also require the prior written consent of the Manager Member); provided, howeverHOWEVER, (Wi) it is understood and agreed that, in connection with the operation of the business of AMG and the Manager Member (including, without limitation, the financing of its interest herein and direct or indirect interests in additional investment management companies), the Manager Member’s 's interest in the LLC may will be pledged and encumbered and lien holders of the Manager Member’s 's interest shall have and be able to exercise the rights of secured creditors with respect to such interest, (Xii) the Manager Member may Transfer sell some (but not a majority) of its LLC Interests to a Person who is not a Member but who is an Officer or employee of the LLC (or any Controlled Affiliate thereof) or who becomes an Officer or employee of the LLC (or any Controlled Affiliate thereof) in connection with such issuance, or a Person majority wholly owned by any such Person, (Yiii) the Manager Member may Transfer sell some (but not a majority) of its LLC Interests to existing Non-Manager Members, and (Ziv) the Manager Member may Transfer sell all or any portion of its LLC Interests to an Affiliate of the Manager Member (and any such Affiliate shall thereafter be bound by the provisions of this Agreement)Member. Notwithstanding anything else set forth herein, the Manager Member may, with the approval of the Management Committeea Majority Vote, Transfer all its interests in the LLC in a single transaction or a series of related transactions, and, in any such case, each of the Non-Manager Members shall be required to Transfer, in the same transaction or transactions, all their interests in the LLC, provided that the price to be received by all the Members shall be allocated among the Members in as follows: (a) an amount equal to the same manner as the purchase price would have been distributed pursuant to Section 4.4 following a sale of all or a substantial portion sum of the assets of the LLC and its Controlled Affiliates (with any net gain or loss from such transaction first having been positive balances, if any, in positive Capital Accounts shall be allocated among the Members having such Capital Accounts in proportion to such positive balances, and (b) the excess, if any, shall be allocated among all Members in accordance with Section 4.2(e) or 4.2(f)their respective number of LLC Points at the time of such sale. Upon any of the foregoing transactions, as applicable)the Manager Member shall make the appropriate revisions to SCHEDULE A hereto. (b) In the case of a Transfer upon foreclosure foreclosure, pursuant to proviso (WSection 6.1(a)(i) of Section 6.1(a)above, each transferee Transferee shall sign a counterpart signature page to this Agreement agreeing thereby to become either a Non-Manager Member or the a Manager Member (provided, however, that once one such other transferee Transferee elects to become the a Manager Member, no transferee Transferee (other than a subsequent transferee Transferee of such new Manager Member) may elect to be a Manager Member hereunder. If the transferees Transferee pursuant to proviso (WSection 6.1(a)(i) of Section 6.1(a) receive above receives all of the Manager Member’s Members LLC Interests Interests, and none of such transferees Transferees elects to become the a Manager Member, then the Manager Member shall be deemed to have withdrawn from the LLC. If, however, one of the transferees Transferees elects to become the a Manager Member and executes a counterpart signature page to this Agreement agreeing thereby to become the a Manager Member, then notwithstanding any other provision hereof to the contrary, the old Manager Member shall thereupon be permitted to withdraw from the LLC as Manager Member. (c) In the case of a Transfer pursuant to proviso (Z) the penultimate sentence of Section 6.1(a)) above, the old Manager Member shall be deemed to have withdrawn withdrawn, and its transferee shall be deemed to have become the new Manager Member hereunderMember.

TRANSFERABILITY OF INTEREST. (a) Except as set forth in this Section 6.1A. This Agreement and all rights hereunder can be assigned and transferred by us and, without the prior written approval of the Management Committeeif so, (i) none of the Manager Member’s interest in the LLC (including, without limitation, any interest which has been Transferred shall be binding upon and inure to the Manager Member) may be Transferred benefit of our successors and (ii) the LLC may not undergo any merger, consolidation, sale of all or substantially all of its assets or similar transaction (any of which transactions described in this clause (ii) shall also require the prior written consent of the Manager Member)assigns; provided, however, that with respect to any assignment resulting in the subsequent performance by the assignee of our functions, the assignee shall expressly assume and agree to perform our obligations under this Agreement. Upon such assumption and without further action or documentation we shall be released and discharged from all of our obligations under or relating to this Agreement. Specifically, and without limitation to the foregoing, you agree that we may (Wamong other things) it is understood sell our assets, Marks or System outright to a third party; may make a public offering of securities; may engage in a private placement of some or all of our securities; may merge, acquire other corporations or entities, or be acquired by another corporation or other entity; may undertake a refinancing, recapitalization, leveraged buy out or other economic or financial restructuring; and, with regard to any or all of the above sales, assignments and agreed thatdispositions (whether or not specifically identified above), you expressly and specifically waive any claims, demands or damages arising from or related to the loss of said Marks (or any variation thereof). Nothing contained in connection with this Agreement shall require us to remain in the business in the event that we exercise our rights hereunder to assign our rights in this Agreement. B. This Agreement and all rights hereunder may be assigned and transferred by you and, if so, shall be binding upon and inure to the benefit of your successors and assigns, subject to the following conditions and requirements, and our right of first refusal as set forth herein: 1. Neither you, nor a partner of you (if you are a partnership), member of you (if you are a limited liability company) or shareholder of you (if you are a corporation), or other equity holder of yours, without our prior written consent, by operation of the business of the Manager Member (includinglaw or otherwise shall sell, without limitationassign, the financing transfer, convey, give away or encumber to any person, firm or corporation, all or any part of its interest herein and direct in this Agreement or indirect interests in additional investment management companies), the Manager Member’s any interest in the LLC franchise granted hereby or any interest in any proprietorship, partnership or corporation, limited liability company or other entity which owns any interest in the franchise, nor offer, permit or suffer the same to be sold, assigned, transferred, conveyed, given away or encumbered in any way to any person or entity. You may be pledged and encumbered and lien holders not, without our prior written consent, fractionalize any of the Manager Member’s interest shall have and be able to exercise the rights of secured creditors with respect you granted pursuant to such interestthis Agreement. Any purported assignment, (X) division or transfer of any of your rights herein not having the Manager Member may Transfer some (but aforesaid consent shall be null and void and shall constitute a material default hereunder. 2. We shall not a majority) of its LLC Interests unreasonably withhold our consent to a Person who is not a Member but who is an Officer any assignment or employee of the LLC (or any Controlled Affiliate thereof) or who becomes an Officer or employee of the LLC (or any Controlled Affiliate thereof) or a Person majority owned by any such Person, (Y) the Manager Member may Transfer some (but not a majority) of its LLC Interests to existing Non-Manager Members, and (Z) the Manager Member may Transfer all or any portion of its LLC Interests to an Affiliate of the Manager Member (and any such Affiliate shall thereafter be bound by the provisions transfer referenced in this Section of this Agreement). Notwithstanding anything else set forth herein, the Manager Member may, with the approval of the Management Committee, Transfer all its interests in the LLC in a single transaction or a series of related transactions, and, in any such case, each of the Non-Manager Members shall be required to Transfer, in the same transaction or transactions, all their interests in the LLC, provided that the price to be received by all the Members shall be allocated among the Members in the same manner as the purchase price would have been distributed pursuant to Section 4.4 following a sale of all or a substantial portion of the assets of the LLC and its Controlled Affiliates (with any net gain or loss from such transaction first having been allocated among the Members in accordance with Section 4.2(e) or 4.2(f), as applicable). (b) In the case of a Transfer upon foreclosure pursuant to proviso (W) of Section 6.1(a), each transferee shall sign a counterpart signature page to this Agreement agreeing thereby to become either a Non-Manager Member or the Manager Member (when requested; provided, however, that once one such the following conditions and requirements shall first be met to our full satisfaction: a. If you are an individual or partnership and desire to assign and transfer your rights to a corporation or limited liability company: (1) The proposed transferee corporation or limited liability company shall be newly organized and its charter or other transferee elects organizational document shall provide that its activities are confined exclusively to become acting as a CHANGE OF MIND LEARNING SYSTEMS franchisee as licensed under this Agreement; (2) You shall be and shall remain the Manager Member, no transferee (other than a subsequent transferee of such new Manager Member) may elect to be a Manager Member hereunder. If the transferees pursuant to proviso (W) of Section 6.1(a) receive all owner of the Manager Member’s LLC Interests and none majority fifty-one percent (51%) voting stock or membership interest of such transferees elects to become the Manager Membertransferee corporation; (3) The individual franchisee (or, then the Manager Member shall be deemed to have withdrawn from the LLC. If, howeverif you are a partnership, one of the transferees elects partners) shall be and shall remain the principal executive officer of the corporation or limited liability company; (4) The transferee corporation or limited liability company shall enter into a written assignment (in a form satisfactory to become us, in which the Manager Member transferee corporation assumes all of your obligations hereunder; (5) All shareholders or members of the transferee corporation or limited liability company shall enter into a written agreement, in a form satisfactory to us, jointly and executes severally guaranteeing the full payment and performance of the transferee corporation's obligations under this Agreement; (6) Each stock certificate of the transferee corporation or evidence of membership interest and the share or membership records of such entity shall have conspicuously endorsed upon it a counterpart signature page statement that it is held subject to, and that further assignment or transfer thereof is subject to, all restrictions imposed upon assignments by this Agreement; (7) No new shares of common or preferred voting stock in the transferee corporation or membership interests in the transferee limited liability company shall be issued to this Agreement agreeing thereby to become any person, partnership, trust, foundation, or corporation without obtaining our prior written consent and then only upon disclosure of the Manager Member, then notwithstanding any other provision hereof terms and conditions contained herein being made to the contraryprospective new holders of the stock or membership interests; and (8) All of your accrued money obligations to us and our affiliates shall be satisfied prior to assignment or transfer. b. If the transfer, other than such transfer as is authorized under Section 18B2a of this Agreement, if consummated alone or together with other related previous, simultaneous, or proposed transfers, would have the old Manager Member effect of transferring control of the franchise to someone other than an original signatory of this Agreement: (1) The transferee(s) shall thereupon be permitted of good moral character and reputation, shall have a good credit rating and competent business qualifications, and shall meet all of the requirements for our new franchisees as of the date of notice of the proposed transfer. You shall provide us with such information as we may require to withdraw from the LLC as Manager Membermake such determination concerning each such proposed transferee(s). (c2) In The transferee(s) or such other individual(s) as shall be the case actual manager of a Transfer pursuant the franchise shall have successfully completed and passed the training course then in effect for franchisees, or otherwise demonstrated, to proviso our satisfaction, sufficient ability to operate the business being transferred. (Z3) of Section 6.1(aThe transferee(s), including all shareholders, members, officers, directors, limited liability company managers, and partners of the old Manager Member transferee(s), shall be deemed to have withdrawn jointly and its transferee severally execute any or all of the following, at our sole discretion and as we shall be deemed to have become the new Manager Member hereunder.direct: