Common use of Transferability of Membership Clause in Contracts

Transferability of Membership. Except as provided below, Membership Interests in the Company are transferable only with the unanimous written consent of all Members. If such unanimous written consent is not obtained when required, the transferee shall be entitled to receive only the share of profits or other compensation by way of income and the return of contributions to which the transferor Member otherwise would be entitled. Notwithstanding the foregoing, (i) the Membership Interests of Prime may be freely transferred, without consent, to any entity that is then owned or controlled, directly or indirectly, by PMSI (or its successor in interest), (ii) the Membership Interests of any Member may be freely assigned, pledged or otherwise transferred, without consent, to secure any debt, liability or obligation owed to Prime by the Company, any Member or any entity affiliated with the Company, (iii) the Membership Interests of any Member may be freely assigned, pledged or otherwise transferred, without consent, in favor of the Lender(s) under, or by the Lender(s) as a result of the enforcement of any security interest arising pursuant to, that certain Senior Credit Facility (the "Credit Facility") of PMSI, (iv) the Membership Interests of any Member may be freely transferred, without consent, pursuant to and in accordance with the express terms and conditions of the Contribution Agreement, and (iv) the pledge by LASIK (pursuant to Section 6.3 of the Contribution Agreement) of its right to receive distributions from the Company in respect of its Membership Interest shall not be deemed to violate any provision of this Agreement..

Transferability of Membership. Except as provided below, Membership Interests in the Company are transferable only with the unanimous written consent of all Members. If such unanimous written consent is not obtained when required, the transferee shall be entitled to receive only the share of profits or other compensation by way of income and the return of contributions and distributions of available earnings to which the transferor Member otherwise would be entitled. Notwithstanding the foregoing, the following shall not be deemed to violate any provision of this Agreement (each, a "Permitted Transfer"): (i) the Membership Interests of Prime may be freely transferred, without consent, to any entity that is then owned or controlled, directly or indirectly, by PMSI (or its successor in interest), (ii) the Membership Interests of Prime (or any affiliate of Prime that is a Permitted Transferee of such Membership Interests) may be transferred pursuant to and in accordance with Section 4.7 of the Contribution Agreement, (iii) the Membership Interests of any Member may be freely assigned, pledged or otherwise transferred, without consent, to secure any debt, liability or obligation owed to Prime by the Company, any Member or any entity affiliated with the Company, (iiiiv) the Membership Interests of any Member may be freely assigned, pledged or otherwise transferred, without consent, in favor of the Lender(s) under, or by the Lender(s) as a result of the enforcement of any security interest arising pursuant to, that those certain Senior Credit Facility Facilities (the "Credit FacilityFacilities") of PMSI and/or any of PMSI's subsidiaries, (iv) the Membership Interests of any Member may be freely transferred, without consent, pursuant to and in accordance with the express terms and conditions of the Contribution Agreement, and (ivv) the pledge by LASIK (pursuant to Section 6.3 Moadel of the Contribution Agreement) of its his right to receive distributions from the Company in respect of its his Membership Interest shall not Interest, and (vi) the Membership Interests of Moadel may be deemed transferred (A) to violate any provision a trust or trusts (a "Permitted Trust") for the benefit of this Agreement..Moadel and/or members of Moadel's immediate family (including an entity owned by a Permitted Trust) but only where Moadel either controls the trust or retains during his lifetime the exclusive ability to vote the Membership Interests (pursuant to a written proxy or other instrument reasonably acceptable in form and substance to Prime), (B) to an entity (a "Permitted Entity") that is wholly-owned, directly or indirectly, by Moadel and/or members of Moadel's immediate family, but only where Moadel either controls the entity or retains during his lifetime the exclusive ability to vote the Membership Interests (pursuant to a written proxy or other instrument reasonably acceptable in form and substance to Prime), or (C) from a Permitted Trust or Permitted Entity to Moadel.

Transferability of Membership. Except as provided below, Membership Interests in the Company are transferable only with the unanimous written consent of all Members. If such unanimous written consent is not obtained when required, the transferee shall be entitled to receive only the share of profits or other compensation by way of income and the return of contributions to which the transferor Member otherwise would be entitled. Notwithstanding the foregoing, the following shall not be deemed to violate any provision of this Agreement (each, a "Permitted Transfer"): (i) the Membership Interests of Prime may be freely transferred, without consent, to any entity that is then owned or and controlled, directly or indirectly, by PMSI (or its successor in interest), (ii) the Membership Interests of any Member may be freely assigned, pledged or otherwise transferred, without consent, to secure any debt, liability or obligation owed to Prime by the Company, any Member or any entity affiliated with the Company, (iii) the Membership Interests of any Member may be freely assigned, pledged or otherwise transferred, without consent, in favor of the Lender(s) under, or by the Lender(s) as a result of the enforcement of any security interest arising pursuant to, that those certain Senior Credit Facility Facilities (the "Credit FacilityFacilities") of PMSI and/or any of PMSI's subsidiaries, (iv) the Membership Interests of any Member may be freely transferred, without consent, pursuant to and in accordance with the express terms and conditions of the Contribution Agreement, and (iv) the pledge by LASIK Caster, Inc. (pursuant to Section 6.3 10.2 of the Contribution Agreement) of its right to receive distributions from the Company in respect of its Membership Interest, and (v) the Membership Interests of Caster, Inc. may be transferred (A) to a trust or trusts (a "Permitted Trust") for the benefit of Caster and/or members of Caster's immediate family (including an entity owned by a Permitted Trust) but only where Caster either controls the trust or retains during his lifetime the exclusive ability to vote the Membership Interests (pursuant to a written proxy or other instrument reasonably acceptable in form and substance to Prime), (B) to an entity (a "Permitted Entity") that is wholly-owned, directly or indirectly, by Caster and/or members of Caster's immediate family, but only where Caster either controls the entity or retains during his lifetime the exclusive ability to vote the Membership Interests (pursuant to a written proxy or other instrument reasonably acceptable in form and substance to Prime), or (C) from a Permitted Trust or Permitted Entity to Caster. Notwithstanding the foregoing, after the expiration of the six (6) year period immediately following the Closing Date (as such term is defined in the Contribution Agreement), Caster, Inc. shall be entitled to sell all or any portion of its Membership Interest and Caster may sell or cause Caster, Inc. to sell, any portion of the Stock Interest (as hereinafter defined) to one or more ophthalmologists that are primarily engaged in Refractive Surgery and reasonably acceptable to Prime; provided, however, that Prime's refusal to approve of any proposed transferee(s) as required by this sentence shall not be deemed to violate have been reasonable for all purposes if such transferee(s) cannot demonstrate to the reasonable satisfaction of Prime that such transferee(s) would have generated the same annual level of revenue and profitability for the Company following such transfer as did Caster, on average, for the two (2) years immediately preceding such transfer (in each case multiplied by the percentage of Caster, Inc.'s total Membership Interest, or Caster's percentage of outstanding Stock Interest, as the case may be, being conveyed). Caster, Inc. represents and warrants to Prime and the Company that all of its ownership interests (the "Stock Interests") are, as of the date it enters into this Agreement, owned solely by Caster. Any transfer, issuance, sale, conveyance or encumbrance of any provision Stock Interests, or any interest therein, by Caster or Caster, Inc. shall be subject to the same restrictions on transfer as are set forth above with respect to transfers of Membership Interests. Accordingly, any transfer of any Stock Interests in violation of these restrictions shall, if Caster, Inc. is then the owner of any Membership Interest, be deemed a transfer of Caster, Inc.'s Membership Interest in violation of this Agreement... Similarly, any transfer of any Stock Interests in a transaction described in clauses (ii), (iii) or (v) above as a Permitted Transfer shall be permitted as well. As an express condition to any transfer by Caster, Inc. or any transferee of Caster, Inc., the proposed transferee shall have agreed in writing, in form and substance reasonably satisfactory to Prime, that such proposed transferee will be bound by all of the terms and provisions of this Agreement, the Contribution Agreement and any other Transaction Document which by reasonable implication are applicable to the Membership Interest being transferred and not solely Caster or Caster, Inc. as a selling party under the Contribution Agreement. Notwithstanding any other provisions of this Agreement, if Caster dies or becomes incapacitated, or can no longer manage his affairs, Caster's executor, administrator, conservator, guardian, trustee, personal representative, or the holder of a power of attorney from Caster may exercise all of the rights of Caster, Inc. under this Agreement, including the right to vote, to designate a Manager, and to receive distributions. In the event of Caster's death, the transfer of Stock Interests to Caster's heirs or legatees, whether by the laws of descent and distribution, operation of law or otherwise, or to the beneficiaries of a Permitted Trust, shall be deemed to be a Permitted Transfer. By signing this Agreement in his capacity as an officer of Caster, Inc., Caster is also acknowledging and agreeing to the restrictions on transfer of the Stock Interests as provided herein.

Transferability of Membership. Except as provided below, Membership Interests in the Company are transferable only with the unanimous written consent of all Members. If such unanimous written consent is not obtained when required, the transferee shall be entitled to receive only the share of profits or other compensation by way of income and the return of contributions to which the transferor Member otherwise would be entitled. Notwithstanding the foregoing, (i) the Membership Interests of Prime Management may be freely transferred, without consent, to any entity that is then owned or controlled, directly or indirectly, by PMSI (or its successor in interest), (ii) the Membership Interests of any Member may be freely assigned, pledged or otherwise transferred, without consent, to secure any debt, liability or obligation owed to Prime PMOI or its subsidiaries or affiliates by the Company, any Member or any entity affiliated with the Company, (iii) the Membership Interests of any Member may be freely assigned, pledged or otherwise transferred, without consent, in favor of the Lender(s) under, or by the Lender(s) as a result of the enforcement of any security interest arising pursuant to, that certain Senior Credit Facility of PMSI (the "as amended) or pursuant to that certain $14,000,000 Credit Facility") Facility of PMSIPrime Management (as amended), (iv) the Membership Interests of any Member may be freely transferred, without consent, pursuant to and in accordance with the express terms and conditions of the Contribution Agreement, and (iv) the pledge by LASIK (pursuant to Section 6.3 of the Contribution Agreement) of its right to receive distributions from the Company in respect of its Membership Interest shall not be deemed to violate any provision of this Agreement..

Transferability of Membership. Except as provided below, Membership Interests in the Company are transferable only with the unanimous written consent of all Members. If such unanimous written consent is not obtained when required, the transferee shall be entitled to receive only the share of profits or other compensation by way of income and the return of contributions and distributions of Available Excess Earnings to which the transferor Member otherwise would be entitled. Notwithstanding the foregoing, the following shall not be deemed to violate any provision of this Agreement (each, a "Permitted Transfer"): (i) the Membership Interests of Prime any Member may be freely transferred, without consent, to any entity that is then owned or controlled, directly or indirectly, by PMSI (or its successor in interest), (ii) the Membership Interests of any Member may be freely assigned, pledged or otherwise transferred, without consent, to secure any debt, liability or obligation owed to Prime by the Company, any Member or any entity affiliated with the Company, (iii) the Membership Interests of any Member may be freely assigned, pledged or otherwise transferred, without consent, in favor of the Lender(s) under, or by the Lender(s) as a result of the enforcement of any security interest arising pursuant to, that those certain Senior Credit Facility Facilities (the "Credit FacilityFacilities") of PMSI and/or any of PMSI's subsidiaries, (iv) the Membership Interests of any Member may be freely transferred, without consent, pursuant to and in accordance with the express terms and conditions of the Contribution Agreement, and (iv) the pledge by LASIK (pursuant to Section 6.3 of the Contribution Agreement) VCC of its right to receive distributions from the Company in respect of his Membership Interest, (v) the Membership Interests of Prime and VCC can be transferred pursuant to Section 4.10 of the Contribution Agreement, (vi) the transfer by VCC, after the expiration of ten years following the Closing Date (as defined in the Contribution Agreement), of its Membership Interest Interests to any person or entity upon obtaining the consent of Prime, not to be unreasonably withheld, and (vii) the Membership Interests of VCC may be transferred (A) to Couch or Couch's estate, any testamentary trust, or any heir, (B) to a trust or trusts (a "Permitted Trust") for the benefit of Couch and/or members of Couch's immediate family (including an entity owned by a Permitted Trust) but only where Couch either controls the trust or retains during his lifetime the exclusive ability to vote the Membership Interests (pursuant to a written proxy or other instrument reasonably acceptable in form and substance to Prime), (C) to an entity (a "Permitted Entity") that is wholly-owned, directly or indirectly, by Couch and/or members of Couch's immediate family, but only where Couch either controls the entity or retains during his lifetime the exclusive ability to vote the Membership Interests (pursuant to a written proxy or other instrument reasonably acceptable in form and substance to Prime), or (D) from a Permitted Trust or Permitted Entity to Couch. As an express condition to any transfer by any Member or any transferee of any Member, the proposed transferee shall not have agreed in writing, in form and substance reasonably satisfactory to the non-transferring Members, that such proposed transferee will be deemed to violate any provision bound by all of the terms and provisions of this Agreement.., the Contribution Agreement (including Restrictive Covenants found in Article IX thereto) and any other Transaction Document (as defined in the Contribution Agreement) which by reasonable implication are applicable to the Membership Interest being transferred and not solely the transferring Member as a party to the Contribution Agreement.

Transferability of Membership. Except as expressly provided belowin this Agreement, Membership Interests in the Company are transferable only with the unanimous written consent of all Members. If such unanimous written consent is not obtained when required, the transferee shall be entitled to receive only the share of profits or other compensation by way of income and the return of contributions and distributions of available earnings to which the transferor Member otherwise would be entitled. Notwithstanding the foregoing, (i) the Membership Interests of Prime any Member may be freely transferred, without consent, to any entity that is then owned or controlled, directly or indirectly, by PMSI Prime Medical Services, Inc., a Delaware corporation ("PMSI") or its successor in interest), (ii) the Membership Interests of any Member may be freely assigned, pledged or otherwise transferred, without consent, to secure any debt, liability or obligation owed to Prime by the Company, any Member or any entity affiliated with the Company, (iii) the Membership Interests of any Member may be freely assigned, pledged or otherwise transferred, without consent, in favor of the Lender(s) under, or by the Lender(s) as a result of the enforcement of any security interest arising pursuant to, that those certain Senior Credit Facility Facilities (the "Credit FacilityFacilities") of PMSI, (iv) the Membership Interests and/or any of any Member may be freely transferred, without consent, pursuant to and in accordance with the express terms and conditions of the Contribution AgreementPMSI's subsidiaries, and (iv) the pledge by LASIK (pursuant to Section 6.3 of the Contribution Agreement) Other Members of its right to receive distributions from the Company in respect of its Membership Interest shall not be deemed to violate any provision of this Agreement...

Transferability of Membership. Except as provided below, Membership Interests in the Company are transferable only with the unanimous written consent of all Members. If such unanimous written consent is not obtained when required, the transferee shall be entitled to receive only the share of profits or other compensation by way of income and the return of contributions to which the transferor Member otherwise would be entitled. Notwithstanding the foregoing, the following shall not be deemed to violate any provision of this Agreement (each, a "Permitted Transfer"): (i) the Membership Interests of Prime may be freely transferred, without consent, to any entity that is then owned or and controlled, directly or indirectly, by PMSI (or its successor in interest), (ii) the Membership Interests of any Member may be freely assigned, pledged or otherwise transferred, without consent, to secure any debt, liability or obligation owed to Prime by the Company, any Member or any entity affiliated with the Company, (iii) the Membership Interests of any Member may be freely assigned, pledged or otherwise transferred, without consent, in favor of the Lender(s) under, or by the Lender(s) as a result of the enforcement of any security interest arising pursuant to, that those certain Senior Credit Facility Facilities (the "Credit FacilityFacilities") of PMSI and/or any of PMSI's subsidiaries, (iv) the Membership Interests of any Member may be freely transferred, without consent, pursuant to and in accordance with the express terms and conditions of the Contribution Agreement, and (iv) the pledge by LASIK Caster, Inc. (pursuant to Section 6.3 10.2 of the Contribution Agreement) of its right to receive distributions from the Company in respect of its Membership Interest, and (v) the Membership Interests of Caster, Inc. may be transferred (A) to a trust or trusts (a "Permitted Trust") for the benefit of Caster and/or members of Caster's immediate family (including an entity owned by a Permitted Trust) but only where Caster either controls the trust or retains during his lifetime the exclusive ability to vote the Membership Interests (pursuant to a written proxy or other instrument reasonably acceptable in form and substance to Prime), (B) to an entity (a "Permitted Entity") that is wholly-owned, directly or indirectly, by Caster and/or members of Caster's immediate family, but only where Caster either controls the entity or retains during his lifetime the exclusive ability to vote the Membership Interests (pursuant to a written proxy or other instrument reasonably acceptable in form and substance to Prime), or (C) from a Permitted Trust or Permitted Entity to Caster. Notwithstanding the foregoing, after the expiration of the six (6) year period immediately following the Closing Date (as such term is defined in the Contribution Agreement), Caster, Inc. shall be entitled to sell all or any portion of its Membership Interest and Caster may sell or cause Caster, Inc. to sell, any portion of the Stock Interest (as hereinafter defined) to one or more ophthalmologists that are primarily engaged in Refractive Surgery and reasonably acceptable to Prime; provided, however, that Prime's refusal to approve of any proposed transferee(s) as required by this sentence shall not be deemed to violate have been reasonable for all purposes if such transferee(s) cannot demonstrate to the reasonable satisfaction of Prime that such transferee(s) would have generated the same annual level of revenue and profitability for the Company following such transfer as did Caster, on average, for the two (2) years immediately preceding such transfer (in each case multiplied by the percentage of Caster, Inc.'s total Membership Interest, or Caster's percentage of outstanding Stock Interest, as the case may be, being conveyed). Caster, Inc. represents and warrants to Prime and the Company that all of its ownership interests (the "Stock Interests") are, as of the date it enters into this Agreement, owned solely by Caster. Any transfer, issuance, sale, conveyance or encumbrance of any provision Stock Interests, or any interest therein, by Caster or Caster, Inc. shall be subject to the same restrictions on transfer as are set forth above with respect to transfers of Membership Interests. Accordingly, any transfer of any Stock Interests in violation of these restrictions shall, if Caster, Inc. is then the owner of any Membership Interest, be deemed a transfer of Caster, Inc.'s Membership Interest in violation of this Agreement... Similarly, any transfer of any Stock Interests in a transaction described in clauses (ii), (iii) or (v) above as a Permitted Transfer shall be permitted as well. As an express condition to any transfer by Caster, Inc. or any transferee of Caster, Inc., the proposed transferee shall have agreed in writing, in form and substance reasonably satisfactory to Prime, that such proposed transferee will be bound by all of the terms and provisions of this Agreement, the Contribution Agreement and any other Transaction Document (as defined in the Contribution Agreement) which by reasonable implication are applicable to the Membership Interest being transferred and not solely Caster or Caster, Inc. as a selling party under the Contribution Agreement. Notwithstanding any other provisions of this Agreement, if Caster dies or becomes incapacitated, or can no longer manage his affairs, Caster's executor, administrator, conservator, guardian, trustee, personal representative, or the holder of a power of attorney from Caster may exercise all of the rights of Caster, Inc. under this Agreement, including the right to vote, to designate a Manager, and to receive distributions. In the event of Caster's death, the transfer of Stock Interests to Caster's heirs or legatees, whether by the laws of descent and distribution, operation of law or otherwise, or to the beneficiaries of a Permitted Trust, shall be deemed to be a Permitted Transfer. By signing this Agreement in his capacity as an officer of Caster, Inc., Caster is also acknowledging and agreeing to the restrictions on transfer of the Stock Interests as provided herein.

Transferability of Membership. Except as provided below, Membership Interests in the Company are transferable only with the unanimous written consent of all Members. If such unanimous written consent is not obtained when required, the transferee shall be entitled to receive only the share of profits or other compensation by way of income and the return of contributions and distributions of available earnings to which the transferor Member otherwise would be entitled. Notwithstanding the foregoing, the following shall not be deemed to violate any provision of this Agreement (each, a "Permitted Transfer"): (i) the Membership Interests of Prime may be freely transferred, without consent, to any entity that is then owned or controlled, directly or indirectly, by PMSI (or its successor in interest), (ii) the Membership Interests of Prime (or any affiliate of Prime that is a Permitted Transferee of such Membership Interests) may be transferred pursuant to and in accordance with Section 8 of the Facility Development Agreement, (iii) the Membership Interests of any Member may be freely assigned, pledged or otherwise transferred, without consent, to secure any debt, liability or obligation owed to Prime by the Company, any Member or any entity affiliated with the Company, (iiiiv) the Membership Interests of any Member may be freely assigned, pledged or otherwise transferred, without consent, in favor of the Lender(s) under, or by the Lender(s) as a result of the enforcement of any security interest arising pursuant to, that those certain Senior Credit Facility Facilities (the "Credit FacilityFacilities") of PMSI and/or any of PMSI's subsidiaries, (iv) the Membership Interests of any Member may be freely transferred, without consent, pursuant to and in accordance with the express terms and conditions of the Contribution Agreement, and (ivv) the pledge by LASIK (pursuant to Section 6.3 Moadel of the Contribution Agreement) of its his right to receive distributions from the Company in respect of its his Membership Interest shall not Interest, and (vi) the Membership Interests of Moadel may be deemed transferred (A) to violate any provision a trust or trusts (a "Permitted Trust") for the benefit of this Agreement..Moadel and/or members of Moadel's immediate family (including an entity owned by a Permitted Trust) but only where Moadel either controls the trust or retains during his lifetime the exclusive ability to vote the Membership Interests (pursuant to a written proxy or other instrument reasonably acceptable in form and substance to Prime), (B) to an entity (a "Permitted Entity") that is wholly-owned, directly or indirectly, by Moadel and/or members of Moadel's immediate family, but only where Moadel either controls the entity or retains during his lifetime the exclusive ability to vote the Membership Interests (pursuant to a written proxy or other instrument reasonably acceptable in form and substance to Prime), or (C) from a Permitted Trust or Permitted Entity to Moadel.

Transferability of Membership. Except as provided below, Membership Interests in the Company are transferable only with the unanimous written consent of all Members. If such unanimous written consent is not obtained when required, the transferee shall be entitled to receive only the share of profits or other compensation by way of income and the return of contributions to which the transferor Member otherwise would be entitled. Notwithstanding the foregoing, the following shall not be deemed to violate any provision of this Agreement: (i) the Membership Interests of Prime may be freely transferred, without consent, to any entity that is then owned or controlled, directly or indirectly, by PMSI Prime Medical Services, Inc., a Delaware corporation (or "PMSI")(or its successor in interest), (ii) the Membership Interests of any Member may be freely assigned, pledged or otherwise transferred, without consent, to secure any debt, liability or obligation owed to Prime by the Company, any Member or any entity affiliated with the Company, (iii) the Membership Interests of any Member may be freely assigned, pledged or otherwise transferred, without consent, in favor of the Lender(s) under, or by the Lender(s) as a result of the enforcement of any security interest arising pursuant to, that those certain Senior Credit Facility Facilities (the "Credit FacilityFacilities") of PMSI and/or any of PMSI, (iv) the Membership Interests of any Member may be freely transferred, without consent, pursuant to and in accordance with the express terms and conditions of the Contribution Agreement's subsidiaries, and (iv) the pledge by LASIK MBC (pursuant to Section 6.3 of the Contribution Agreement) of its right to receive distributions from the Company in respect of its Membership Interest shall not be deemed to violate any provision of this Agreement..Interest.