Common use of Transferee Not Member in Absence of Unanimous Consent Clause in Contracts

Transferee Not Member in Absence of Unanimous Consent. (a) Notwithstanding anything contained herein to the contrary (including, without limitation, Section 10.02 hereof), if all of the remaining Members do not approve by unanimous written consent the proposed sale or gift of the Transferring Member’s Membership Interest or Economic Interest to a transferee or donee which is not a Member immediately prior to the sale or gift, then the proposed transferee or donee shall have no right to participate in the management of the business and affairs of the Company or to become a Member. The transferee or donee shall be merely an Economic Interest Owner. No transfer of a Member’s interest in the Company (including any transfer of the Economic Interest or any other transfer which has not been approved by unanimous written consent of the Members) shall be effective unless and until written notice (including the name and address of the proposed transferee or donee and the date of such transfer) has been provided to the Company and the non-transferring Member(s). (b) Upon and contemporaneously with any sale or gift of a Transferring Member’s Economic Interest in the Company which does not at the same time transfer the balance of the rights associated with the Economic Interest transferred by the Transferring Member (including, without limitation, the rights of the Transferring Member to participate in the management of the business and affairs of the Company), the Company shall purchase from the Transferring Member, and the Transferring Member shall sell to the Company for a purchase price of $100.00, all remaining rights and interests retained by the Transferring Member which immediately prior to such sale or gift were associated with the transferred Economic Interest. (c) The restrictions on transfer contained in this Section 10.03 are intended to comply (and shall be interpreted consistently) with the restrictions on transfer set forth in Section 10-32-31 of the North Dakota Act.

Transferee Not Member in Absence of Unanimous Consent. (a) Notwithstanding anything contained herein to the contrary (including, without limitation, Section 10.02 8.2 hereof), ) if all of the remaining Members do not approve by unanimous written consent of the proposed sale or gift of the Transferring Member’s 's Membership Interest or Economic Interest to a transferee or donee which is not a Member immediately prior to the sale or gift, then the proposed transferee or donee shall have no right to participate in the management of the business and affairs of the Company or to become a Member. The transferee or donee shall be merely an Economic Interest Owner. No transfer of a Member’s 's interest in the Company (including any transfer of the Economic Interest or any other transfer which has not been approved by unanimous written consent of the Members) shall be effective unless and until written notice (including the name and address of the proposed transferee or donee and the date of such transfer) has been provided to the Company and the non-transferring Member(s). (b) Upon and contemporaneously with any sale or gift of a Transferring Member’s 's Economic Interest in the Company which does not at the same time transfer the balance of the rights associated with the Economic Interest transferred by the Transferring Member (including, without limitation, the rights of the Transferring Member to participate in the management of the business and affairs of the Company), the Company shall purchase from the Transferring Member, and the Transferring Member shall sell to the Company for a purchase price of $100.00, ) all remaining rights and interests retained interest which were owned by the Transferring Member which immediately prior to such sale or gift or which were associated with the transferred Economic InterestInterest shall immediately lapse until either (1) the remaining Members by unanimous consent reinstate such rights to the Economic Interest Owner who did not previously obtain the unanimous written consent of the Members or (2) upon the remaining Members by unanimous written consent reinstating such rights to a successor or transferee of such Economic Interest Owner. (c) The restrictions on transfer contained in this Section 10.03 8.3 are intended to comply (and shall be interpreted consistently) with the restrictions on transfer set forth in Section 10-32-31 Article 30 of the North Dakota Act.

Transferee Not Member in Absence of Unanimous Consent. (a) Notwithstanding anything contained herein to the contrary (including, without limitation, Section 10.02 10.03 hereof), if all of the remaining Members do not approve by unanimous written consent of the proposed sale or gift of the Transferring Member’s 's Membership Interest or Economic Interest to a transferee or donee which is not a Member immediately prior to the sale or gift, then the proposed transferee or donee shall have no right to participate in the management of the business and affairs of the Company or to become a Member. The transferee or donee shall be merely an Economic Interest Owner. No transfer of a Member’s 's interest in the Company (including any transfer of the Economic Interest or any other transfer which has not been approved by unanimous written consent of the Members) shall be effective unless and until written notice (including the name and address of the proposed transferee or donee and the date of such transfer) has been provided to the Company and the non-transferring Member(s). (b) Upon and contemporaneously with any sale or gift of a Transferring Member’s 's Economic Interest in the Company which does not at the same time transfer the balance of the rights associated with the Economic Interest transferred by the Transferring Member (including, without limitation, the rights of the Transferring Member to participate in the management of the business and affairs of the Company), the Company shall purchase from the Transferring Member, and the Transferring Member shall sell to the Company for a purchase price of $100.00, all remaining rights and interests retained interest which were owned by the Transferring Member which immediately prior to such sale or gift or which were associated with the transferred Economic InterestInterest shall immediately lapse until either (1) the remaining Members, by unanimous consent, reinstate such rights to the Economic Interest Owner who did not previously obtain the unanimous written consent of the Members or (2) upon the remaining Members, by unanimous written consent, reinstating such rights to a successor or transferee of such Economic Interest Owner. (c) The restrictions on transfer contained in this Section 10.03 are intended to comply (and shall be interpreted consistently) with the restrictions on transfer set forth in Section 10-32-31 Article 30 of the North Dakota Act.

Transferee Not Member in Absence of Unanimous Consent. (a) Notwithstanding anything contained herein to the contrary (including, without limitation, Section 10.02 hereof), if all of the remaining Members do not approve by unanimous written consent the proposed sale or gift of the Transferring Member’s Membership Interest or Economic Interest to a transferee or donee which is not a Member immediately prior to the sale or gift, then the proposed transferee or donee shall have no right to participate in the management of the business and affairs of the Company or to become a Member. The transferee or donee shall be merely an Economic Interest Owner. No transfer of a Member’s interest in the Company (including any transfer of the Economic Interest or any other transfer which has not OPERATING AGREEMENT OF BADLANDS LEASING, LLC, A NORTH DAKOTA LIMITED LIABILITY COMPANY been approved by unanimous written consent of the Members) shall be effective unless and until written notice (including the name and address of the proposed transferee or donee and the date of such transfer) has been provided to the Company and the non-transferring Member(s). (b) Upon and contemporaneously with any sale or gift of a Transferring Member’s Economic Interest in the Company which does not at the same time transfer the balance of the rights associated with the Economic Interest transferred by the Transferring Member (including, without limitation, the rights of the Transferring Member to participate in the management of the business and affairs of the Company), the Company shall purchase from the Transferring Member, and the Transferring Member shall sell to the Company for a purchase price of $100.00, all remaining rights and interests retained by the Transferring Member which immediately prior to such sale or gift were associated with the transferred Economic Interest. (c) The restrictions on transfer contained in this Section 10.03 are intended to comply (and shall be interpreted consistently) with the restrictions on transfer set forth in Section 10-32-31 of the North Dakota Act.

Transferee Not Member in Absence of Unanimous Consent. (a) Notwithstanding anything contained herein to the contrary (including, without limitation, Section 10.02 hereof), if all of the remaining Members do not approve by unanimous written consent of the proposed sale or gift of the Transferring Member’s 's Membership Interest or Economic Interest to a transferee or donee which is not a Member immediately prior to the sale or gift, then the proposed transferee or donee shall have no right to participate in the management of the business and affairs of the Company or to become a Member. The transferee or donee shall be merely an a Economic Interest Owner. No transfer of a Member’s 's interest in the Company (including any transfer of the Economic Interest or any other transfer which has not been approved by unanimous written consent of the Members) shall be effective unless and until written notice (including the name and address of the proposed transferee or donee and the date of such transfer) has been provided to the Company and the non-transferring Member(s). (b) Upon and contemporaneously with any sale or gift of a Transferring Member’s 's Economic Interest in the Company which does not at the same time transfer the balance of the rights associated with the Economic Interest transferred by the Transferring Member (including, without limitation, the rights of the Transferring Member to participate in the management of the business and affairs of the Company), the Company shall purchase from the Transferring Member, and the Transferring Member shall sell to the Company for a purchase price of $100.00, all remaining rights and interests retained by the Transferring Member which immediately prior to such sale or gift were associated with the transferred Economic Interest. (c) The restrictions on transfer contained in this Section 10.03 are intended to comply (and shall be interpreted consistently) with the restrictions on transfer set forth in N.R.S. Section 1021-32-31 of the North Dakota Act.2621,

Transferee Not Member in Absence of Unanimous Consent. (a) Notwithstanding anything contained herein in this Operating Agreement to the contrary (including, without limitation, Section 10.02 hereofabove), if all of the remaining Members do not approve by unanimous written consent the proposed sale transfer or gift of the Transferring or Gifting Member’s Membership Interest or Economic Interest to a transferee or donee which transferee, donee, assignee, etc. that is not a Member immediately prior to before the sale transfer or gift, then the proposed transferee or donee shall have no right to participate in the management of the business and affairs of the Company or to become a Member. The transferee or donee done shall be merely an Economic Interest Owner. No transfer of a Member’s interest in the Company (including any transfer of the Economic Interest or any other transfer which that has not been approved by unanimous written consent of the Members) shall be effective unless and until written notice (including the name and address of the proposed transferee or donee done and the date of such transfer) has been provided to the Company and the non-transferring nontransferring Member(s). (b) a. Upon and contemporaneously with any sale transfer or gift of a Transferring or Gifting Member’s Economic Interest in the Company which that does not at the same time transfer the balance of the rights associated with the Economic Membership Interest transferred by of the Transferring or Gifting Member (including, without limitation, the rights of the Transferring or Gifting Member to participate in the management of the business and affairs of the Company), the Company shall purchase from the Transferring or Gifting Member, and the Transferring or Gifting Member shall sell transfer to the Company Company, for a purchase price of $100.00, all remaining rights and interests Membership Interest retained by the Transferring Member which that immediately prior to such before the sale or gift were associated with the transferred Economic Interest. (c) b. The restrictions on transfer contained in this Section 10.03 10.04 are intended to comply (and shall be interpreted consistently) with the restrictions on transfer set forth in Section 10-32-31 of the North Dakota Florida Act.