Common use of Transferability of Shares Clause in Contracts

Transferability of Shares. (a) No person shall become a substituted Member without the consent of the Board, which consent may be granted or withheld in its sole and absolute discretion. (b) Shares held by Members shall only be transferred: (i) by operation of law pursuant to the death, divorce, bankruptcy, insolvency, or dissolution of a Member; or (ii) under extremely limited circumstances, with the written consent of the Board (which may be granted or withheld in its sole and absolute discretion). (c) The Board generally will not consider consenting to a transfer unless: (i) the transfer is one in which the tax basis of the Shares in the hands of the transferee is determined, in whole or in part, by reference to its tax basis in the hands of the transferring Member (e.g. , certain gifts and contributions to family entities); or (ii) the transfer is to members of the transferring Member’s immediate family (siblings, spouse, parents and children). (d) The Board, in its sole and absolute discretion, may consent to a transfer of Shares by a Member if the transfer is to a single transferee or after the transfer of the Shares, the aggregate Net Asset Value of Shares of each of the transferee and transferor is not less than $10,000. (e) Notice to the Company of any proposed transfer must include evidence satisfactory to the Board that the proposed transferee, at the time of transfer, meets any requirements imposed by the Company with respect to investor eligibility and suitability and complies with the Investment Company Act, the Securities Act, and all other applicable laws and rules of any applicable governmental authority. (f) Each transferring Member and transferee must agree to pay all expenses, including, but not limited to, attorneys’ and accountants’ fees, incurred by the Company in connection with the transfer. (g) If a Member transfers Shares with the approval of the Board, the Company will promptly take all necessary actions so that each transferee or successor to whom the Shares is transferred is admitted to the Company as a Member.

Transferability of Shares. (a) No person shall become a substituted Member without the consent of the Board, which consent may be granted or withheld in its sole and absolute discretion. Any purported transfer in violation of this Section 4.1 shall be void. (b) Shares held by Members shall only be transferred: (i) by operation of law pursuant to the death, divorce, bankruptcy, insolvency, or dissolution of a Member; or (ii) under extremely limited circumstances, with the written consent of the Board (which may be granted or withheld in its sole and absolute discretion). (c) The Board generally will not consider consenting to a transfer unless: (i) the transfer is one in which the tax basis of the Shares in the hands of the transferee is determined, in whole or in part, by reference to its tax basis in the hands of the transferring Member (e.g. , certain gifts and contributions to family entities); or (ii) the transfer is to members of the transferring Member’s immediate family (siblings, spouse, parents and children). (d) The Board, in its sole and absolute discretion, may consent to a transfer of Shares by a Member if the transfer is to a single transferee or after the transfer of the Shares, the aggregate Net Asset Value of Shares of each of the transferee and transferor is not less than $10,000. (e) Notice to the Company of any proposed transfer must include evidence satisfactory to the Board that the proposed transferee, at the time of transfer, meets any requirements imposed by the Company with respect to investor eligibility and suitability and complies with the Investment Company Act, the Securities Act, and all other applicable laws and rules of any applicable governmental authority. (f) Each transferring Member and transferee must agree to pay all expenses, including, but not limited to, attorneys’ and accountants’ fees, incurred by the Company in connection with the transfer. (g) If a Member transfers Shares with the approval of the Board, the Company will promptly take all necessary actions so that each transferee or successor to whom the Shares is transferred is admitted to the Company as a Member.

Transferability of Shares. (a) No Except pursuant to Section 4.1(b) below, no person shall become a substituted Member without the consent of the Board, which consent may be granted or withheld in its sole and absolute discretion. Any purported transfer in violation of this Section 4.1 shall be void. (b) Shares held by Members shall only be transferred: (i) by operation of law pursuant to the death, disability, divorce, bankruptcy, insolvency, incompetence or dissolution of a Member; or (ii) under extremely limited circumstances, with the written consent of the Board or any officer of the Company to which the Board delegates its authority hereunder (which may such consent to be granted or withheld in its the sole and absolute discretiondiscretion of the Board or the officer, as applicable). (c) The Board generally will not consider consenting to a transfer unless: (i) the transfer is one in which the tax basis of the Shares in the hands of the transferee is determined, in whole or in part, by reference to its tax basis in the hands of the transferring Member (e.g. e.g., certain gifts and contributions to family entities); or (ii) the transfer is to members of the transferring Member’s immediate family (siblings, spouse, parents and children). (d) The Board, in its sole and absolute discretion, may consent to a transfer of Shares by a Member if the transfer is to a single transferee or after the transfer of the Shares, the aggregate Net Asset Value of Shares of each of the transferee and transferor is not less than $10,0002,000. (e) Notice to the Company of any proposed transfer must include evidence satisfactory to the Board that the proposed transferee, at the time of transfer, meets any requirements imposed by the Company with respect to investor eligibility and suitability and complies with the Investment Company Act, the Securities Act, and all other applicable laws and rules of any applicable governmental authority. (f) Each transferring Member and transferee must agree to pay all expenses, including, but not limited to, attorneys’ and accountants’ fees, incurred by the Company in connection with the transfer. (g) If a Member transfers Shares with the approval of the Board, the Company will promptly take all necessary actions so that each transferee or successor to whom the Shares is transferred is admitted to the Company as a Member.

Transferability of Shares. (a) No Except pursuant to Section 4.1(b) below, no person shall become a substituted Member without the consent of the Board, which consent may be granted or withheld in its sole and absolute discretion. Any purported transfer in violation of this Section 4.1 shall be void. (b) Shares held by Members shall only be transferred: (i) by operation of law pursuant to the death, disability, divorce, bankruptcy, insolvency, incompetence or dissolution of a Member; or (ii) under extremely limited circumstances, with the written consent of the Board or any officer of the Company to which the Board delegates its authority hereunder (which may such consent to be granted or withheld in its the sole and absolute discretiondiscretion of the Board or the officer, as applicable). (c) The Board generally will not consider consenting to a transfer unless: (i) the transfer is one in which the tax basis of the Shares in the hands of the transferee is determined, in whole or in part, by reference to its tax basis in the hands of the transferring Member (e.g. e.g., certain gifts and contributions to family entities); or (ii) the transfer is to members of the transferring Member’s immediate family (siblings, spouse, parents and children). (d) The Board, in its sole and absolute discretion, may consent to a transfer of Shares by a Member if the transfer is to a single transferee or after the transfer of the Shares, the aggregate Net Asset Value of Shares of each of the transferee and transferor is not less than $10,000. (e) Notice to the Company of any proposed transfer must include evidence satisfactory to the Board that the proposed transferee, at the time of transfer, meets any requirements imposed by the Company with respect to investor eligibility and suitability and complies with the Investment Company Act, the Securities Act, and all other applicable laws and rules of any applicable governmental authority. (f) Each transferring Member and transferee must agree to pay all expenses, including, but not limited to, attorneys’ and accountants’ fees, incurred by the Company in connection with the transfer. (g) If a Member transfers Shares with the approval of the Board, the Company will promptly take all necessary actions so that each transferee or successor to whom the Shares is transferred is admitted to the Company as a Member.

Transferability of Shares. (a) No person shall become a substituted Member without the consent of the Board, which consent may be granted or withheld in its sole and absolute discretion. (b) Shares held by Members shall only be transferred: (i) by operation of law pursuant to the death, divorce, bankruptcy, insolvency, or dissolution of a Member; or (ii) under extremely limited circumstances, with the written consent of the Board (which may be granted or withheld in its sole and absolute discretion). (c) The Board generally will not consider consenting to a transfer unless: (i) the transfer is one in which the tax basis of the Shares in the hands of the transferee is determined, in whole or in part, by reference to its tax basis in the hands of the transferring Member (e.g. e.g., certain gifts and contributions to family entities); or (ii) the transfer is to members of the transferring Member’s immediate family (siblings, spouse, parents and children). (d) The Board, in its sole and absolute discretion, may consent to a transfer of Shares by a Member if the transfer is to a single transferee or after the transfer of the Shares, the aggregate Net Asset Value of Shares of each of the transferee and transferor is not less than $10,0002,000. (e) Notice to the Company of any proposed transfer must include evidence satisfactory to the Board that the proposed transferee, at the time of transfer, meets any requirements imposed by the Company with respect to investor eligibility and suitability and complies with the Investment Company Act, the Securities Act, and all other applicable laws and rules of any applicable governmental authority. (f) Each transferring Member and transferee must agree to pay all expenses, including, but not limited to, attorneys’ and accountants’ fees, incurred by the Company in connection with the transfer. (g) If a Member transfers Shares with the approval of the Board, the Company will promptly take all necessary actions so that each transferee or successor to whom the Shares is transferred is admitted to the Company as a Member.

Transferability of Shares. (a) No person shall become a substituted Member without the consent of the Board, which consent may be granted or withheld in its sole and absolute discretion. Any purported transfer in violation of this Section 4.1 shall be void. (b) Shares held by Members shall only be transferred: (i) by operation of law pursuant to the death, divorce, bankruptcy, insolvency, or dissolution of a Member; or (ii) under extremely limited circumstances, with the written consent of the Board (which may be granted or withheld in its sole and absolute discretion). (c) The Board generally will not consider consenting to a transfer unless: (i) the transfer is one in which the tax basis of the Shares in the hands of the transferee is determined, in whole or in part, by reference to its tax basis in the hands of the transferring Member (e.g. e.g., certain gifts and contributions to family entities); or (ii) the transfer is to members of the transferring Member’s 's immediate family (siblings, spouse, parents and children). (d) The Board, in its sole and absolute discretion, may consent to a transfer of Shares by a Member if the transfer is to a single transferee or after the transfer of the Shares, the aggregate Net Asset Value of Shares of each of the transferee and transferor is not less than $10,0002,000. (e) Notice to the Company of any proposed transfer must include evidence satisfactory to the Board that the proposed transferee, at the time of transfer, meets any requirements imposed by the Company with respect to investor eligibility and suitability and complies with the Investment Company Act, the Securities Act, and all other applicable laws and rules of any applicable governmental authority. (f) Each transferring Member and transferee must agree to pay all expenses, including, but not limited to, attorneys’ ' and accountants’ ' fees, incurred by the Company in connection with the transfer. (g) If a Member transfers Shares with the approval of the Board, the Company will promptly take all necessary actions so that each transferee or successor to whom the Shares is transferred is admitted to the Company as a Member.