Common use of Transferees Clause in Contracts

Transferees. Notwithstanding anything to the contrary contained in this Agreement, no transferee of all or any portion of any Interest shall be admitted as a Member unless (a) such Interest is transferred in compliance with the applicable provisions of this Agreement, (b) such transferee shall have furnished evidence of satisfaction of the requirements of Section 9.2 reasonably satisfactory to a Majority-In-Interest of the remaining Members, and (c) such transferee shall have executed and delivered to the Company such instruments as a Majority-In-Interest of the remaining Members reasonably deem necessary or desirable to effectuate the admission of such transferee as a Member and to confirm the agreement of such transferee to be bound by all of the terms and provisions of this Agreement with respect to such Interest. At the request of a Majority-In-Interest of the remaining Members, each such transferee shall also cause to be delivered to the Company, at the transferee’s sole cost and expense, a favorable opinion of legal counsel, to the effect that (i) such transferee has the legal right, power and capacity to own the Interest proposed to be transferred, (ii) if applicable, such Transfer does not violate any provision of any loan commitment or any mortgage, deed of trust or other security instrument encumbering all or any portion of the Company Property or any Loan Document, and (iii) such Transfer does not violate any federal or state securities Laws and will not cause the Company to become subject to the Investment Company Act of 1940, as amended. As promptly as practicable after the admission of any Person as a Member, the books and records of the Company shall be changed to reflect such admission. All reasonable costs and expenses incurred by the Company in connection with any Transfer of any Interest and, if applicable, the admission of any transferee as a Member shall be paid by such transferee.

Transferees. Notwithstanding anything to the contrary contained in this Agreement, (a) no transferee Transfer shall be permitted to the extent that such Transfer would violate any applicable law or any provision of any agreement to which the Company or any Subsidiary or their respective assets are bound; (b) no Transferee of all or any portion of any direct Interest shall be admitted as a substitute Member unless (ai) such Interest is transferred Transferred in compliance with applicable law and the applicable provisions of this Agreement, and (bii) such transferee shall have furnished evidence of satisfaction of the requirements of Section 9.2 reasonably satisfactory to a Majority-In-Interest of the remaining Members, and (c) such transferee Transferee shall have executed and delivered to the Company such instruments as a Majority-In-Interest of the remaining Members Transferring Member and the Manager reasonably deem necessary or desirable to effectuate the admission of such transferee Transferee as a Member and to confirm the agreement of such transferee Transferee to be bound by all of the terms terms, conditions and provisions of this Agreement with respect to such Interest. At the request ; (c) in no event may any Transfer be made to a Prohibited Person; and (d) a Transferring Member shall provide Manager with fifteen (15) Business Days’ prior written notice of a Majority-In-Interest Transfer together with the identity of the remaining Members, each Transferee and such transferee shall also cause information as may be requested by the Manager to be delivered complete “know your customer” or other regulatory investigations with respect to the Company, at the transferee’s sole cost and expense, Transferee (provided that such notice shall not be required with respect to any Transfers of interests in a favorable opinion of legal counsel, to the effect that (i) such transferee has the legal right, power and capacity to own the Interest proposed to be transferred, (ii) if applicable, such Transfer does not violate any provision of any loan commitment or any mortgage, deed of trust or other security instrument encumbering all or any portion of the Company Property or any Loan Document, and (iii) such Transfer does not violate any federal or state securities Laws and will not cause the Company to become subject to the Investment Company Act of 1940, as amendedpublicly traded company). As promptly as practicable after the admission of any Person as a Member, the books and records of the Company shall be changed to reflect such admission. All reasonable costs and expenses incurred by the Company in connection with any Transfer of any Interest and, if applicable, the admission of any transferee Transferee as a Member shall be paid by such transfereethe Transferring Member or its Transferee.

Transferees. Notwithstanding anything (a) Subject to Section 9.05, no Transfer of all or any part of any Interest shall be made (i) except in compliance with all Securities Laws or (ii) if such Transfer would violate any loan commitment or any agreement or any mortgage, deed of trust or other security instrument encumbering all or any portion of the contrary contained in this AgreementBusiness or assets of the Company or its Subsidiaries. Further, no transferee of all or any portion of any Interest shall be admitted as a substitute Member unless (a1) such Interest is transferred in compliance with the applicable provisions of this Agreement, (b2) if applicable, such transferee Permitted Transferee shall have furnished evidence of satisfaction of the requirements of Section 9.2 Sections 9.02 and 9.04 reasonably satisfactory to a Majority-In-Interest of the remaining Members, and (c3) such transferee Permitted Transferee shall have executed and delivered to the Company such instruments as a Majority-In-Interest of the remaining Members reasonably deem necessary or desirable to effectuate the admission of such transferee as a Member and to confirm the agreement of such transferee to be bound by all of the terms and provisions of this Agreement with respect to such Interestdocumentation described in Section 9.04(b). At the request of a Majority-In-Interest the Board or of the remaining Members, each such transferee Permitted Transferee shall also cause to be delivered to the Company, at the transfereePermitted Transferee’s sole cost and expense, a favorable opinion of legal counselcounsel reasonably acceptable to the Company, to the effect that (i1) such transferee Permitted Transferee has the legal right, power and capacity to own the Interest proposed to be transferred, (ii2) if applicable, such Transfer does not violate any provision of any loan commitment or agreement or any mortgage, deed of trust or other security instrument encumbering all or any portion of the Company Property Property, (3) such Permitted Transfer will not cause the termination of the Company for purposes of Section 708 of the Code or that such termination will not materially adversely affect the Company or any Loan DocumentMember, and (iii4) such Permitted Transfer does not violate any federal or state securities Securities Laws and will not cause the Company to become subject to the Investment Company Act of 1940, as amended. As promptly as practicable after the admission of any Person as a Member, the books and records of the Company shall be changed to reflect such admission. All reasonable costs and expenses incurred by the Company in connection with any Permitted Transfer of any Interest and, if applicable, the admission of any transferee Permitted Transferee as a Member shall be paid by such transfereePermitted Transferee. (b) Any Permitted Transfer shall not relieve the transferor of any of its obligations prior to such Permitted Transfer. (c) If any Member acquires all of the Interest of any other Member pursuant to this ARTICLE IX, the purchasing Member shall (i) obtain the release of the selling Member’s obligations under any guaranty provided to a financial institution in connection with any indebtedness incurred by the Company or a Subsidiary or any guaranty, surety or indemnity provided to any other Person with respect to the Company or the Business, or (ii) assume the selling Member’s obligations under any guaranty, surety or indemnity referred to in clause (i) and indemnify the selling Member from and against any and all losses, costs, damages, liabilities or expenses which it may incur by reason of, or in connection with, such guaranty, surety or indemnity.

Transferees. Notwithstanding anything to the contrary contained in this Agreement, no transferee of all or any portion of any Interest shall be admitted as a Member unless (a) such Interest is transferred in compliance with the applicable provisions of this Agreement, (b) such transferee shall have furnished evidence of satisfaction of the requirements of Section 9.2 this Agreement reasonably satisfactory to a Majority-In-Interest of the remaining Members, and (c) such transferee shall have executed and delivered to the Company such instruments as a Majority-In-Interest of the remaining Members reasonably deem necessary or desirable to effectuate the admission of such transferee as a Member and to confirm the agreement of such transferee to be bound by all of the terms and provisions of this Agreement with respect to such Interest. At the request of a Majority-In-Interest any of the remaining Members, each such transferee shall also cause to be delivered to the Company, at the transferee’s sole cost and expense, a favorable opinion of legal counselcounsel reasonably acceptable to the Company, to the effect that (i) such transferee has the legal right, power and capacity to own the Interest proposed to be transferred, (ii) if applicable, such Transfer does not violate any provision of any loan commitment or any mortgage, deed of trust or other security instrument encumbering all or any portion of the Company Property or any Loan DocumentProperty, and (iii) such Transfer does not violate the 1933 Act, as amended any other federal or state securities Laws laws and will not cause the Company to become subject to the Investment Company Act of 1940, as amended. As promptly as practicable after the admission of any Person as a Member, the books and records of the Company shall be changed to reflect such admission. All reasonable costs and expenses incurred by the Company in connection with any Transfer of any Interest and, if applicable, the admission of any transferee as a Member shall be paid by such transferee. Upon satisfaction of the foregoing requirements such transferee(s) shall be admitted to the Company and the remaining Member(s) shall promptly execute such amendments hereto to properly evidence the admission of such transferee(s).

Transferees. Notwithstanding anything to the contrary contained in this Agreement, no transferee of all or any portion of any Interest shall be admitted as a Member unless (a) such Interest is transferred in compliance with the applicable provisions of this Agreement, (b) such transferee shall have furnished evidence of satisfaction of the requirements of Section 9.2 9.02 reasonably satisfactory to a Majority-In-Interest of the remaining Members, or Transferee has been consented to by the other Members under Section 9.01, and (c) such transferee shall have executed and delivered to the Company such instruments as a Majority-In-Interest of the remaining Members reasonably deem necessary or desirable to effectuate the admission of such transferee as a Member and to confirm the agreement of such transferee to be bound by all of the terms and provisions of this Agreement with respect to such Interest. At the request of a Majority-In-Interest of the remaining Members, each such transferee shall also cause to be delivered to the Company, at the transferee’s sole cost and expense, a favorable opinion of legal counselcounsel reasonably acceptable to the Company, to the effect that (i) such transferee has the legal right, power and capacity to own the Interest proposed to be transferred, (ii) if applicable, such Transfer does not violate any provision of any loan commitment or any mortgage, deed of trust or other security instrument encumbering all or any portion of the Company Property or any Loan DocumentProperty, and (iii) such Transfer does not violate any federal or state securities Laws laws and will not cause the Company to become subject to the Investment Company Act of 1940, as amended. As promptly as practicable after the admission of any Person as a Member, the books and records of the Company shall be changed to reflect such admission. All reasonable costs and expenses incurred by the Company in connection with any Transfer of any Interest and, if applicable, the admission of any transferee as a Member shall be paid by such transferee. Any permitted Transfer shall not relieve the transferor of any of its obligations prior to such Transfer.

Transferees. Notwithstanding anything to the contrary contained in this Agreement, no Transfer of all or any part of any Interest shall be made (a) except in compliance with all applicable securities laws or (b) if such Transfer would violate any loan commitment or agreement or any mortgage, deed of trust or other security instrument encumbering all or any portion of the Property or any other asset of the Company. Further, no transferee of all or any portion of any Interest shall be admitted as a substitute Member unless (ai) such Interest is transferred in compliance with the applicable provisions of this Agreement, (bii) such transferee shall have furnished evidence of satisfaction of the requirements of Section 9.2 10.02 hereof, reasonably satisfactory to a Majority-In-Interest of the remaining MembersMember(s), and (ciii) such transferee shall have executed and delivered to the Company such instruments as a Majority-In-Interest of the remaining Members Member(s) reasonably deem necessary or desirable to effectuate the admission of such transferee as a Member and to confirm the agreement of such transferee to be bound by all of the terms terms, conditions and provisions of this Agreement with respect to such Interest. At the request of a Majority-In-Interest of the any remaining MembersMember, each such transferee shall also cause to be delivered to the Company, Company at the transferee’s sole cost and expense, a favorable opinion of legal counselcounsel reasonably acceptable to the remaining Members, to the effect that (ia) such transferee has the legal right, power and capacity to own the Interest proposed to be transferred, (iib) if applicable, such Transfer does not violate any provision of any loan commitment or agreement or any mortgage, deed of trust or other security instrument encumbering all or any portion of the Company Property or any Loan Documentother asset of the Company, and (iiic) such Transfer does not violate any federal or state securities Laws security laws and will not cause the Company to become subject to the Investment Company Act of 1940, as amended. As promptly as practicable after the admission of any Person as a Member, the books and records of the Company shall be changed to reflect such admission. All reasonable costs and expenses incurred by the Company in connection with any Transfer of any Interest and, if applicable, the admission of any transferee as a Member shall be paid by such transferee.

Transferees. Notwithstanding anything to the contrary contained in this Agreement, no transferee of all or any portion of any Interest shall be admitted as a Member unless (a) such Interest is transferred in compliance with the applicable provisions of this Agreement, (b) such transferee the transferor shall have furnished evidence of satisfaction provided each of the requirements other Members with written notice of any transfer of any Interest in the Company (with sufficient details to give effect to the provisions of this Agreement, including the Percentage Interest transferred), (c) if required by Section 9.2 reasonably satisfactory to a Majority-In-Interest of 9.01, such Transfer shall have been approved in writing by the remaining Membersrequisite Members (which consent may be withheld in their sole and absolute discretion), and (cd) such transferee shall have executed and delivered to the Company such instruments as a Majority-In-Interest the Board of the remaining Members Managers reasonably deem deems necessary or desirable to effectuate the admission of such transferee as a Member and to confirm the agreement of such transferee to be bound by all of the terms terms, provisions and provisions obligations of this Agreement with respect to such Interest. At the request of a Majority-In-Interest of the remaining MembersCompany, each such transferee shall also cause to be delivered to the Company, at the transferee’s 's sole cost and expense, a favorable opinion of legal counselcounsel reasonably acceptable to the Company, to the effect that (i) such transferee has the legal right, power and capacity to own the Interest proposed to be transferred, (ii) if applicable, such Transfer does not violate any provision of any loan commitment agreement of the Company or any of its Subsidiaries or any mortgage, deed of trust or other security instrument encumbering all or any portion of the Company Property or any Loan DocumentProperty, and (iii) such Transfer does not violate any U.S. federal or state securities Laws security laws and will not cause the Company to become subject to the Investment Company Act of 1940, as amendedamended or cause the Company to be taxable as a corporation under the Code. As promptly as practicable after the admission of any Person as a Member, the books and records of the Company shall be changed to reflect such admission. All reasonable costs and expenses incurred by the Company in connection with any Transfer of any Interest and, if applicable, the admission of any transferee as a Member shall be paid by such transferee.

Transferees. Notwithstanding anything to the contrary contained in this Agreement, no A permitted transferee of all or any portion a Member shall be entitled to receive the share of Company income, gains, losses, deductions, credits and distributions to which its transferor would have been entitled. However, the transferee of any Interest shall be admitted as not become a Member unless of the Company unless: (a) such Interest is transferred in compliance with the applicable provisions instrument of this Agreement, assignment so provides; (b) such transferee shall have furnished evidence of satisfaction of the requirements of Section 9.2 reasonably satisfactory agrees in writing to be bound as a Majority-In-Interest of the remaining Members, and Member by this Agreement; (c) such transferee shall have executed and delivered to the Company such instruments as a Majority-In-Interest all of the remaining Members reasonably deem necessary or desirable Members, in their sole discretion, consent to effectuate the admission of such transferee as a Member Member; and (d) the underlying transfer could not reasonably be expected to confirm result in the agreement Company being treated as a corporation or otherwise being taxed as an entity for federal income tax purposes; provided, however, that such consent shall not be required with respect to a transfer that is approved by the Members or is otherwise permitted pursuant to the terms of this Agreement. Upon becoming a Member, such transferee to be bound by shall have all of the terms rights and provisions of this Agreement with respect powers of, shall be subject to such Interest. At the request of a Majority-In-Interest all of the remaining Membersrestrictions applicable to, each such transferee shall also cause to be delivered assume all of the obligations of, and shall succeed to the Companystatus of, at the transferee’s sole cost its predecessor, and expense, shall in all respects be a favorable opinion Member under this Agreement. Any transferee of legal counsel, an Interest who is admitted to the effect that (i) such transferee has the legal right, power and capacity to own the Interest proposed to be transferred, (ii) if applicable, such Transfer does not violate any provision of any loan commitment or any mortgage, deed of trust or other security instrument encumbering all or any portion of the Company Property or any Loan Document, and (iii) such Transfer does not violate any federal or state securities Laws and will not cause the Company to become subject to the Investment Company Act of 1940, as amended. As promptly as practicable after the admission of any Person as a Member, the books and records of the Company shall be changed to reflect such admission. All reasonable costs and expenses incurred by the Company in connection with any Transfer of any Interest and, if applicable, the admission of any transferee as a Member shall be paid by considered for all purposes to be a Member of the same class as his transferor. The use of the term “Member” in this Agreement shall be deemed to include any such transfereeadditional Members. Until such transferee is admitted as a Member pursuant to this Section 12.2, (a) such transferee shall not be entitled to participate in the management of the Company or to exercise any voting or other rights or powers of a Member, except for the rights described in the first sentence of this Section 12.2, and (b) the transferor Member shall continue to be a Member and to be entitled to exercise any rights or powers of a Member with respect to the Interest transferred.

Transferees. (a) Any Person who at any time becomes the holder of record of a Membership Unit will, upon becoming such and upon compliance with the provisions of this Section 9.05(a), be admitted to the Company as a Member and will be bound by the provisions of this Agreement with the same force and effect as though such Person were a signatory hereto. Notwithstanding anything to the contrary contained in this Agreement, no transferee of all or any portion of any Interest shall be admitted as a Member unless (ai) such Interest is transferred in compliance with the applicable provisions of this Agreement, (bii) such transferee the transferor shall have furnished evidence of satisfaction provided each of the requirements other Members with written notice of any transfer of any Interest in the Company (with sufficient details to give effect to the provisions of this Agreement, including the Percentage Interest transferred), (iii) if required by Section 9.2 reasonably satisfactory to a Majority-In-Interest of 9.01, such Transfer shall have been approved in writing by the remaining Membersrequisite Members (which consent may be withheld in their sole and absolute discretion), and (civ) such transferee shall have executed and delivered to the Company such instruments as a Majority-In-Interest the Board of the remaining Members Managers reasonably deem deems necessary or desirable to effectuate the admission of such transferee as a Member and to confirm the agreement of such transferee to be bound by all of the terms terms, provisions and provisions obligations of this Agreement with respect to such Interest. At the request of a Majority-In-Interest of the remaining MembersCompany, each such transferee shall also cause to be delivered to the Company, at the transferee’s 's sole cost and expense, a favorable opinion of legal counselcounsel reasonably acceptable to the Company, to the effect that (i1) such transferee has the legal right, power and capacity to own the Interest proposed to be transferred, (ii2) if applicable, such Transfer does not violate any provision of any loan commitment agreement of the Company or any of its Subsidiaries or any mortgage, deed of trust or other security instrument encumbering all or any portion of the Company Property or any Loan DocumentProperty, and (iii3) such Transfer does not violate any U.S. federal or state securities Laws security laws and will not cause the Company to become subject to the Investment Company Act of 1940, as amendedamended or cause the Company to be taxable as a corporation under the Code. The provisions of clauses (i) and (ii) of the second sentence of this Section 9.05(a) and clause (2) of the third sentence of this Section 9.05 (a) shall not apply to any transferee in respect of any Membership Unit Transferred upon any exercise of the Warrant in accordance with its terms or to any Transfer of any Interest acquired directly or indirectly pursuant to any such exercise of the Warrant to a Person who is or was a lender or agent under the Credit Agreement. As promptly as practicable after the admission of any Person as a Member, the books and records of the Company shall be changed to reflect such admission. All reasonable costs and expenses incurred by the Company in connection with any Transfer of any Interest and, if applicable, the admission of any transferee as a Member shall be paid by such transferee. (b) In the event of a Transfer of an Interest in accordance with the terms of this Agreement to a Person that is not admitted as Member on the date that the Transfer becomes effective, pending admission as a Member (including if such admission never occurs), the non-Member transferee shall be entitled to receive the income, gains, losses, deductions, credits, distributions and other economic rights to which the transferor would have been entitled in respect of the Interest so transferred had such Transfer not occurred.

Transferees. Notwithstanding anything to the contrary contained in this Agreement, no No transferee of all or any portion of any Interest shall be admitted as a substitute Member unless (a) such Interest is transferred in compliance with the applicable provisions of this Agreement, Agreement and (b) such transferee shall have furnished evidence of satisfaction of the requirements of Section 9.2 reasonably satisfactory to a Majority-In-Interest of the remaining Members, and (c) such transferee shall have executed and delivered to the Company such instruments as a Majority-In-Interest of the remaining Members Managing Member reasonably deem necessary or desirable to effectuate the admission of such transferee as a Member and to confirm the agreement of such transferee to be bound by all of the terms terms, conditions and provisions of this Agreement with respect to such Interest. At the request of a Majority-In-Interest of the remaining MembersManaging Member, each such transferee shall also cause to be delivered to the Company, Company at the transferee’s sole cost and expense, a favorable opinion of legal counselcounsel reasonably acceptable to the Managing Member, to the effect that (i) such transferee has the legal right, power and capacity to own the Interest proposed to be transferredTransferred, (ii) if applicable, such Transfer does not violate any provision of any loan commitment or agreement or any mortgage, deed of trust or other security instrument encumbering all or any portion of any asset of the Company Property or any Loan DocumentCompany, and (iii) such Transfer does not violate any federal or state securities Laws security laws and will not cause the Company to become subject to the Investment Company Act of 1940, as amended. As promptly as practicable after the admission of any Person as a Member, the books and records of the Company shall be changed to reflect such admission. All reasonable costs and expenses incurred by the Company in connection with any Transfer of any Interest and, if applicable, the admission of any transferee as a Member shall be paid by such transferee.