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 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 Member granted after the Effective Time); PROVIDED, HOWEVER, (A) 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), AMG's direct or indirect interests in the LLC may be pledged and encumbered and lien holders of AMG's interests shall have and be able to exercise the rights of secured creditors with respect to such interests, (B) AMG may, with the prior written approval of the Management Committee (such approval not to be unreasonably withheld), Transfer some (but not a majority) of its LLC 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, (C) AMG may, with the prior written approval of the Management Committee (such approval not to be unreasonably withheld), Transfer some (but not a majority) of its LLC Points to existing Non-Manager Members, and (D) AMG may Transfer all or any portion of its LLC Interests to 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, 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 transactions (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 LLC (and to enter into such customary documentation in connection therewith as is entered into by AMG); 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 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 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.

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 AMG's direct or indirect the Manager Member’s 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 Member granted after the Effective TimeMember); PROVIDEDprovided, HOWEVERhowever, (AW) 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), AMG's direct or indirect interests the Manager Member’s interest in the LLC may be pledged and encumbered and lien holders of AMG's interests the Manager Member’s interest shall have and be able to exercise the rights of secured creditors with respect to such interestsinterest, (BX) AMG may, with the prior written approval of the Management Committee (such approval not to be unreasonably withheld), Manager Member may Transfer some (but not a majority) of its LLC Points 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, (CY) AMG may, with the prior written approval of the Management Committee (such approval not to be unreasonably withheld), Manager Member may Transfer some (but not a majority) of its LLC Points Interests to existing Non-Manager Members, and (DZ) AMG the Manager Member may Transfer all or any portion of its LLC Interests to other direct or indirect wholly-owned subsidiaries an Affiliate of AMG the Manager Member (which and any such Affiliate shall thereafter be subject to bound by the provisions of this Agreement applicable to the Manager MemberAgreement). Notwithstanding anything else set forth herein, AMG the Manager Member 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 transactions (whether structured as an equity sale, a merger, a consolidation or otherwise)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 (and to enter into such customary documentation in connection therewith as is entered into by AMG); PROVIDEDLLC, however, provided 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 substantially all a substantial portion 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.

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 prior written approval Dealer entity, the Store governed by this Agreement or a substantial portion of the Management Committeeassets of the Store. Dealer shall not engage in a transfer unless Dealer obtains Company's written consent, which consent shall not be arbitrarily withheld, conditioned or delayed. Dealer acknowledges that Company's right to approve or disapprove a proposed transfer applies to the following: (1) if Dealer is a corporation, partnership, other business association, (i) none to the addition or deletion of AMG's direct a shareholder, partner or indirect member or the transfer of ownership interest among existing shareholders, partners or members, and (ii) to any proposed transfer of 25% or more of the 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 ownership interest in the LLC (includingDealer, without limitation, any interest which has been Transferred transfers to the Manager Member) may be Transferred (spouse or adult children of an existing shareholder, partner, member or other than as a result existing holder of any mergerownership interests in Dealer, consolidationor transfers to trust, leveraged recapitalization, sale of all or substantially all of its assets family limited partnerships or similar transaction entities created primarily for estate planning purposes for the benefit of AMG (regardless an existing shareholder, partner, member or other existing holder of how structured), which an ownership interest in Dealer or the heirs of such party shall in no event be subject require notice to the restrictions set forth in this Section 6.1 or Company but shall not require the consent of the Management Committee or any Member of the LLC) and (ii) the LLC may not undergo any mergerCompany, 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, (A) 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), AMG's direct or indirect interests in the LLC may be pledged and encumbered and lien holders of AMG's interests shall have and be able to exercise the rights of secured creditors with respect to such interests, (B) AMG may, with the prior written approval of the Management Committee (such approval not to be unreasonably withheld), Transfer some (but not a majority) of its LLC 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, (C) AMG may, with the prior written approval of the Management Committee (such approval not to be unreasonably withheld), Transfer some (but not a majority) of its LLC Points to existing Non-Manager Members, and (D) AMG may Transfer all or any portion of its LLC Interests to 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, 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 transactions (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 LLC (and to enter into such customary documentation in connection therewith as is entered into by AMG); PROVIDEDprovided, however, that if the aggregate purchase price (including all forms effect of consideration, including without limitation amounts to be received in the form of equity participation rights) to be received by 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 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 transactionstransfers listed in this sentence serve either individually or cumulatively with all such transfers that preceded it, to effect a change in voting control of the Manager Member Dealer or power to appoint officers or directors of Dealer or to direct day-to-day operations of the Dealer, such transfer shall make require consent of the appropriate revisions Company as described herein. Subject to SCHEDULE A heretothe satisfaction of the conditions set forth below in this Section 15, this Agreement and all rights hereunder may be assigned or transferred by the Dealer and, if so assigned or transferred, shall be binding upon and inure to the benefit of the Dealer'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 AMGthe Manager Member'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 Member granted after the Effective Time)Transferred; PROVIDED, HOWEVER, (Ai) 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), AMGthe Manager Member's direct or indirect interests interest in the LLC may will be pledged and encumbered and lien holders of AMGthe Manager Member's interests interest shall have and be able to exercise the rights of secured creditors with respect to such interestsinterest, (Bii) AMG may, with the prior written approval of the Management Committee (such approval not to be unreasonably withheld), Transfer Manager Member may sell some (but not a majority) of its LLC Points 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, (Ciii) AMG may, with the prior written approval of the Management Committee (such approval not to be unreasonably withheld), Transfer Manager Member may sell some (but not a majority) of its LLC Points Interests to existing Non-Manager Members, and (Div) AMG the Manager Member may Transfer sell all or any portion of its LLC Interests to other direct or indirect wholly-owned subsidiaries an Affiliate of AMG (which shall thereafter be subject to the provisions of this Agreement applicable to the Manager Member). Notwithstanding anything else set forth herein, AMG the Manager Member may, with the prior written approval of the Management Committeea Majority Vote, 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 transactions (whether structured as an equity sale, a merger, a consolidation or otherwise)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 (and to enter into such customary documentation in connection therewith as is entered into by AMG); PROVIDEDLLC, however, provided 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 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 substantially all sum 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 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) as applicable). Until their respective number of LLC Points at the earlier to occur time 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)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 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 Member granted after the Effective Time); PROVIDED, HOWEVER, (A) 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), AMG's direct or indirect interests in the LLC may be pledged and encumbered and lien holders of AMG's interests shall have and be able to exercise the rights of secured creditors with respect to such interests, (B) AMG may, with the prior written approval of the Management Committee (such approval not to be unreasonably withheld), Transfer some (but not a majority) of its LLC 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, (C) AMG may, with the prior written approval of the Management Committee (such approval not to be unreasonably withheld), Transfer some (but not a majority) of its LLC Points to existing Non-Manager Members, and (D) AMG may Transfer all or any portion of its LLC Interests to 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, 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 transactions (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 LLC (and to enter into such customary documentation in connection therewith as is entered into by AMG); 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 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 substantially all of the assets of the LLC and its Controlled Affiliates and the WY 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 FAID 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 FAIDFAI). Upon any of the foregoing transactions, the Manager Member shall make the appropriate revisions to SCHEDULE A hereto.