Common use of Transferees to Execute Agreement Clause in Contracts

Transferees to Execute Agreement. Each Member agrees that it will not, during the term of this Agreement, directly or indirectly, make any Transfer of any Membership Units Beneficially Owned by such Member unless prior to the consummation of any such Transfer, the Person to whom such Transfer is proposed to be made (a “Prospective Transferee”) (i) executes and delivers to the Company a Joinder Agreement and (ii) unless such Prospective Transferee is a recognized institutional investor, delivers to the Company an opinion of counsel, satisfactory in form and substance to the Company, to the effect that the execution of the Joinder Agreement by such Prospective Transferee makes this Agreement a legal, valid and binding obligation of such Prospective Transferee enforceable against such Prospective Transferee in accordance with its terms. Upon the execution and delivery by such Prospective Transferee of the Joinder Agreement, compliance of the Transfer with the provisions of this Agreement (including Section 2.15), and, if required, the delivery of the opinion of counsel referred to in clause (ii) of the preceding sentence, such Prospective Transferee shall be deemed a “Member” for purposes of this Agreement and shall have the rights and be subject to the obligations of a Member under this Agreement with respect to the Membership Units owned by such Prospective Transferee.

Transferees to Execute Agreement. Each Member agrees that it will not, during the term of this Agreement, directly or indirectly, make any Transfer of all or any Membership portion of the Units Beneficially Owned beneficially owned by such Member unless such Transfer is made in compliance with the terms of this Agreement and, prior to the consummation of any such Transfer, the Person to whom such Transfer is proposed to be made (a “Prospective Transferee”) ), if not a Member (ia) executes an agreement in writing to be bound by the terms and delivers to the Company a Joinder conditions of this Agreement and (iib) unless such Prospective Transferee is except in the case of a recognized institutional investorPermitted Transferee, delivers to the Company an opinion of counsel, satisfactory if required by the Managing Member, in form and substance reasonably satisfactory to the CompanyManaging Member, to the effect that the execution of the Joinder this Agreement by such Prospective Transferee makes renders this Agreement a legal, valid and binding obligation of such Prospective Transferee enforceable against such Prospective Transferee in accordance with its terms, and with respect to such other matters as the Managing Member may reasonably request. Upon the execution and delivery by such Prospective Transferee of an agreement in writing to be bound by the Joinder Agreement, compliance of the Transfer with the provisions terms and conditions of this Agreement (including Section 2.15), and, if required, the delivery of the opinion of counsel referred to in clause (iib) of the preceding sentence, such Prospective Transferee shall be deemed a “Member” for purposes of this Agreement and shall have the rights and be subject to the obligations of a Member under this Agreement with respect to the Membership Units owned by such Prospective Transferee.

Transferees to Execute Agreement. Each Member Original Shareholder agrees that it will not, during the term of this Agreement, not directly or indirectly, indirectly make any Transfer transfer of any Membership Units Beneficially Owned Shares held by such Member unless Original Shareholder, unless, prior to the consummation of any such Transfertransfer, the Person to whom such Transfer is proposed to be made (a “Prospective Transferee”) Transferee (i) executes and delivers to the Company a Joinder an agreement, in form and substance satisfactory to the Company, whereby such Prospective Transferee confirms that, with respect to the Shares that are the subject of such transfer, it shall be deemed to be an “Original Shareholder” for the purposes of this Agreement and agrees to be bound by all the terms of this Agreement and (ii) unless such Prospective Transferee is a recognized institutional investorthe Company otherwise agrees in writing, delivers to the Company an opinion of counsel, satisfactory in form and substance to the Company, to the effect that the execution of the Joinder Agreement agreement referred to above that is delivered by such Prospective Transferee makes this Agreement is a legal, valid and binding obligation of such Prospective Transferee enforceable against such Prospective Transferee in accordance with its terms. Upon the execution and delivery by such Prospective Transferee of the Joinder Agreement, compliance agreement referred to in clause (i) of the Transfer with the provisions of this Agreement (including Section 2.15), next preceding sentence and, if required, the delivery of the opinion of counsel referred to in clause (ii) of the next preceding sentence, such Prospective Transferee shall be deemed a an “MemberOriginal Shareholder” for the purposes of this Agreement Agreement, and shall have the rights and be subject to the obligations of a Member under this Agreement an Original Shareholder hereunder with respect to the Membership Units owned by Shares transferred to such Prospective Transferee. Notwithstanding the foregoing, the provisions of this Section 2(f) shall not apply to transfers of Shares made pursuant to Section 2(c)(ii) or (iii) hereof.

Transferees to Execute Agreement. Each Member agrees that it will not, during the term of this Agreement, directly or indirectly, make any Transfer of any Membership Units Beneficially Owned by such Member unless prior to the consummation of any such Transfer, the Person to whom such Transfer is proposed to be made (a “Prospective Transferee”) (i) executes and delivers this Agreement to the Company a Joinder Agreement and each Member and (ii) unless such Prospective Transferee is a recognized institutional investor, delivers to the Company an opinion of counsel, satisfactory in form and substance to the Company, to the effect that the execution of the Joinder this Agreement by such Prospective Transferee makes this Agreement a legal, valid and binding obligation of such Prospective Transferee enforceable against such Prospective Transferee in accordance with its terms. Upon the execution and delivery by such Prospective Transferee of the Joinder this Agreement, compliance of the Transfer with the provisions of this Agreement (including Section 2.15), and, if required, the delivery of the opinion of counsel referred to in clause (ii) of the preceding sentence, such Prospective Transferee shall be deemed a “Member” for purposes of this Agreement and shall have the rights and be subject to the obligations of a Member under this Agreement with respect to the Membership Units owned by such Prospective Transferee.

Transferees to Execute Agreement. Each Member agrees that it will not, during the term of this Agreement, directly or indirectly, make any Transfer Sale of any Membership Units Beneficially Owned by such Member unless prior to the consummation of any such TransferSale, the Person to whom such Transfer Sale is proposed to be made (a “Prospective Transferee”) (i) executes and delivers this Agreement to the Company a Joinder Agreement and each Member and (ii) unless such Prospective Transferee is a recognized institutional investor, delivers to the Company an opinion of counsel, satisfactory in form and substance to the Company, to the effect that the execution of the Joinder this Agreement by such Prospective Transferee makes this Agreement a legal, valid and binding obligation of such Prospective Transferee enforceable against such Prospective Transferee in accordance with its terms. Upon the execution and delivery by such Prospective Transferee of the Joinder Agreement, compliance of the Transfer with the provisions of this Agreement (including Section 2.15), and, if required, the delivery of the opinion of counsel referred to in clause (ii) of the preceding sentence, such Prospective Transferee shall be deemed a “Member” for purposes of this Agreement and shall have the rights and be subject to the obligations of a Member under this Agreement with respect to the Membership Units owned by such Prospective Transferee.

Transferees to Execute Agreement. Each Member agrees that it will not, during the term of this Agreement, directly or indirectly, make any Transfer of all or any Membership portion of the Units Beneficially Owned beneficially owned by such Member unless (including pursuant to Sections 9.5 through 9.7) unless, prior to the consummation of any such Transfer, the Person to whom such Transfer is proposed to be made (a “Prospective Transferee”) ), if not a Member, (i) executes and delivers this Agreement to the Company a Joinder Agreement and each Member and (ii) unless such Prospective Transferee is a recognized institutional investor, delivers to the Company an opinion of counsel, satisfactory in form and substance reasonably satisfactory to the Company, to the effect that the execution of the Joinder this Agreement by such Prospective Transferee makes renders this Agreement a legal, valid and binding obligation of such Prospective Transferee enforceable against such Prospective Transferee in accordance with its termsterms and with respect to such other matters as the Board of Managers may reasonably request. Upon the execution and delivery by such Prospective Transferee of the Joinder Agreement, compliance of the Transfer with the provisions of this Agreement (including Section 2.15), and, if required, the delivery of the opinion of counsel referred to 49 in clause (ii) of the preceding sentence, Schedule 2.1 shall be amended to reflect the addition of such Prospective Transferee and such Prospective Transferee shall be deemed a “Member” for purposes of this Agreement and shall have the rights and be subject to the obligations of a Member under this Agreement with respect to all of the Membership Units owned by such Prospective Transferee. To the extent applicable, any transfer by Lions Gate shall be subject to the assumption by the Prospective Transferee of the obligations of Lions Gate regarding the 1% Call Option pursuant to Section 9.10(f).