Common use of Transferability of Units Clause in Contracts

Transferability of Units. (a) No person shall become a substituted Member without the consent of the Board, which consent may be withheld in its sole and absolute discretion. (b) Units 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 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 Units 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 shall not consent to a transfer of Units by a Member unless such transfer is to a single transferee or after the transfer of the Units, the aggregate Net Asset Value of Units of each of the transferee and transferor is not less than $25,000 or any other minimum initial Capital Contribution value as may be required by the Board from time to time. (e) Notice to the Fund 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 Fund with respect to investor eligibility and suitability. (f) Each transferring Member and transferee must agree to pay all expenses, including, but not limited to, attorneys’ and accountants’ fees, incurred by the Fund in connection with the transfer. (g) If a Member transfers Units with the approval of the Board, the Fund will promptly take all necessary actions so that each transferee or successor to whom the Units is transferred is admitted to the Fund as a Member.

Transferability of Units. (a) No person shall become a substituted Member without the consent of the Board, which consent may be withheld in its sole and absolute discretion. (b) Units 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 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 Units 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 shall not consent to a transfer of Units by a Member unless such transfer is to a single transferee or after the transfer of the Units, the aggregate Net Asset Value of Units of each of the transferee and transferor is not less than $25,000 or any other minimum initial Capital Contribution value as may be required by the Board from time to time25,000. (e) Notice to the Fund 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 Fund with respect to investor eligibility and suitability. (f) Each transferring Member and transferee must agree to pay all expenses, including, but not limited to, attorneys’ and accountants’ fees, incurred by the Fund in connection with the transfer. (g) If a Member transfers Units with the approval of the Board, the Fund will promptly take all necessary actions so that each transferee or successor to whom the Units is transferred is admitted to the Fund as a Member.