Common use of TRANSFERABILITY OF INTEREST Clause in Contracts

TRANSFERABILITY OF INTEREST. (a) Except as set forth in this Section 6.1, without the written approval of the Management Committee, 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; PROVIDED, HOWEVER, (i) 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 in the LLC will 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, (ii) the Manager Member may 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 who becomes an Officer or employee of the LLC in connection with such issuance, or a Person wholly owned by any such Person, (iii) the Manager Member may sell some (but not a majority) of its LLC Interests to existing Non-Manager Members, and (iv) the Manager Member may sell all or any portion of its LLC Interests to an Affiliate of the Manager Member. Notwithstanding anything else set forth herein, the Manager Member may, with a 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 as follows: (a) an amount equal to the sum of the 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 their respective number of LLC Points at the time of such sale. Upon any of the foregoing transactions, the Manager Member shall make the appropriate revisions to SCHEDULE A hereto.

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 TransferredTransferred 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); PROVIDEDprovided, HOWEVERhowever, (iW) 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 will may 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, (iiX) the Manager Member may sell 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 in connection with such issuance, (or any Controlled Affiliate thereof) or a Person wholly majority owned by any such Person, (iiiY) the Manager Member may sell Transfer some (but not a majority) of its LLC Interests to existing Non-Manager Members, and (ivZ) the Manager Member may sell Transfer all or any portion of its LLC Interests to an Affiliate of the Manager MemberMember (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 a Majority Votethe 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 follows: (a) an amount equal the purchase price would have been distributed pursuant to the sum Section 4.4 following a sale of all or a substantial portion of the positive balances, if any, in positive Capital Accounts shall be assets of the LLC and its Controlled Affiliates (with any net gain or loss from such transaction first having been 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 their respective number of LLC Points at the time of such sale. Upon any of the foregoing transactionsSection 4.2(e) or 4.2(f), the Manager Member shall make the appropriate revisions to SCHEDULE A heretoas applicable).

TRANSFERABILITY OF INTEREST. (a) Except a. This Agreement is personal to Dealer and, except as set forth stated below, Company shall not allow or permit any transfer, assignment, subfranchise or conveyance of this Agreement or any interest hereunder. For purposes of this Section 15, the term "transfer" includes Dealer's voluntary, involuntary, direct or indirect transfer, assignment, sale, gift or other disposition of any interest in this Section 6.1Agreement, without the written approval Dealer entity, the Store governed by this Agreement or a substantial portion of the Management Committee, none assets of the Manager MemberStore. Dealer shall not engage in a transfer unless Dealer obtains Company's interest in the LLC (includingwritten consent, without limitationwhich consent shall not be arbitrarily withheld, any interest which has been Transferred conditioned or delayed. Dealer acknowledges that Company's right to approve or disapprove a proposed transfer applies to the Manager Memberfollowing: (1) may be Transferred; PROVIDEDif Dealer is a corporation, HOWEVERpartnership, other business association, (i) it is understood to the addition or deletion of a shareholder, partner or member or the transfer of ownership interest among existing shareholders, partners or members, and agreed that, in connection with the operation (ii) to any proposed transfer of 25% or more of the business interest (whether stock, partnership interest or membership interest) to a third party; and (2) if Dealer is an individual, to the transfer from such individual or individuals to a corporation or entity controlled by them. Notwithstanding the foregoing, transfers upon the existing shareholders, partners, members or other existing holders 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 ownership interest in the LLC will be pledged and encumbered and lien holders Dealer, transfers to the spouse or adult children of an existing shareholder, partner, member or other existing holder of ownership interests in Dealer, or transfers to trust, family limited partnerships or similar entities created primarily for estate planning purposes for the benefit of an existing shareholder, partner, member or other existing holder of an ownership interest in Dealer or the heirs of such party shall require notice to Company but shall not require the consent of the Manager Member's interest shall have and be able to exercise Company, provided, however, that if the rights effect of secured creditors with respect to such interest, (ii) the Manager Member may 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 any of the LLC transfers listed in this sentence serve either individually or who becomes an Officer or employee cumulatively with all such transfers that preceded it, to effect a change in voting control of the LLC in connection with such issuance, Dealer or a Person wholly owned by any such Person, (iii) the Manager Member may sell some (but not a majority) power to appoint officers or directors of its LLC Interests Dealer or to existing Nondirect day-Manager Members, and (iv) the Manager Member may sell all or any portion of its LLC Interests to an Affiliate to-day operations of the Manager MemberDealer, such transfer shall require consent of the Company as described herein. Notwithstanding anything else Subject to the satisfaction of the conditions set forth hereinbelow in this Section 15, this Agreement and all rights hereunder may be assigned or transferred by the Manager Member may, with a Majority Vote, Transfer all its interests in the LLC in a single transaction or a series of related transactions, Dealer and, in any such case, each of the Non-Manager Members shall be required to Transfer, in the same transaction if so assigned 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 as follows: (a) an amount equal to the sum of the 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 anytransferred, shall be allocated among all Members in accordance with their respective number of LLC Points at binding upon and inure to the time of such sale. Upon any benefit of the foregoing transactions, the Manager Member shall make the appropriate revisions to SCHEDULE A heretoDealer's successors and assigns.

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 MemberAMG's direct or indirect interest in the LLC (including, without limitation, any interest which has been Transferred to the Manager Member) may be TransferredTransferred (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 Member granted after the Effective Time); PROVIDED, HOWEVER, (iA) 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 MemberAMG's interest direct or indirect interests in the LLC will may be pledged and encumbered and lien holders of the Manager MemberAMG's interest interests shall have and be able to exercise the rights of secured creditors with respect to such interestinterests, (iiB) AMG may, with the Manager Member may sell 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 in connection with such issuance, (or any Controlled Affiliate thereof) or a Person wholly majority owned by any such Person, (iiiC) AMG may, with the Manager Member may sell 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 (ivD) the Manager Member AMG may sell Transfer all or any portion of its LLC Interests to an Affiliate other direct or indirect wholly-owned subsidiaries of AMG (which shall thereafter be subject to the provisions of this Agreement applicable to the Manager Member). Notwithstanding anything else set forth herein, the Manager Member AMG may, with a Majority Votethe 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 follows: (a) an amount equal the purchase price would have been distributed pursuant to the sum Section 4.4 following a sale of all or substantially all of the positive balances, if any, in positive Capital Accounts shall be 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 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 their respective number Section 4.2(e) or 4.2(f), as applicable). Until the earlier to occur of LLC Points at (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 such salethe 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.

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 MemberAMG's direct or indirect interest in the LLC (including, without limitation, any interest which has been Transferred to the Manager Member) may be TransferredTransferred (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 Member granted after the Effective Time); PROVIDED, HOWEVER, (iA) 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 MemberAMG's interest direct or indirect interests in the LLC will may be pledged and encumbered and lien holders of the Manager MemberAMG's interest interests shall have and be able to exercise the rights of secured creditors with respect to such interestinterests, (iiB) AMG may, with the Manager Member may sell 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 in connection with such issuance, (or any Controlled Affiliate thereof) or a Person wholly majority owned by any such Person, (iiiC) AMG may, with the Manager Member may sell 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 (ivD) the Manager Member AMG may sell Transfer all or any portion of its LLC Interests to an Affiliate other direct or indirect wholly-owned subsidiaries of AMG (which shall thereafter be subject to the provisions of this Agreement applicable to the Manager Member). Notwithstanding anything else set forth herein, the Manager Member AMG may, with a Majority Votethe 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 follows: (a) an amount equal the purchase price would have been distributed pursuant to the sum Section 4.4 following a sale of all or substantially all of the positive balances, if any, in positive Capital Accounts shall be 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 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 their respective number Section 4.2(e) or 4.2(f) as applicable). Until the earlier to occur of LLC Points at (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 such salethe 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.