Common use of Transfers By Initial Member Clause in Contracts

Transfers By Initial Member. Notwithstanding anything to the contrary contained in this Agreement, except as provided by applicable Law, there shall be no restriction on the Initial Member’s ability to Dispose of the LLC Interest held by it, directly or indirectly, to any Person and the Private Owner shall have no right to purchase or right-of-first-refusal in connection with any such sale; provided, that, the Initial Member may not assign the consent and voting rights associated with its LLC Interest in the Company to more than one Person (for the avoidance of doubt, except as expressly provided above, the foregoing restriction shall not otherwise limit the Initial Member’s right to Dispose of any interest associated with its LLC Interest in the Company) and provided, further, that in the event the Initial Member determines to sell the LLC Interest held by it through an auction process, the Private Owner shall be entitled to participate in such auction on the same terms that apply generally to other participants in the auction. At the election of the Person then constituting the “Initial Member” under this Agreement, the transferee in any direct Disposition of any portion of the LLC Interest of the Initial Member shall, upon delivery to the Company, with a copy to the Private Owner, of an agreement by which such transferee shall agree to become a party to and be bound by this Agreement as the “Initial Member,” be admitted as a member of the Company and be deemed to be a party to this Agreement as the “Initial Member”, and thereupon, subject to last sentence of Section 13.8, the transferor Member shall cease to be a member of the Company (and accordingly, except as expressly otherwise provided in last sentence of Section 13.8, shall cease to be responsible for the payment or performance of any of the obligations or liabilities under this Agreement of the Initial Member).

Transfers By Initial Member. (a) Notwithstanding anything to the contrary contained in this Agreement, except as provided by applicable Law, there shall will be no restriction on the Initial Member’s ability to Dispose of the LLC Interest held by itInitial Member Interest, directly or indirectly, to any Person and the Private Owner shall will have no right to purchase or right-of-first-refusal in connection with any such sale; provided, however, that, the Initial Member may not assign the consent and voting rights associated with its LLC the Initial Member Interest in the Company to more than one Person (for the avoidance of doubt, except as expressly provided above, the foregoing restriction shall will not otherwise limit the Initial Member’s right to Dispose of any interest associated with its LLC Interest in the CompanyInitial Member Interest) and provided, further, that in the event the Initial Member determines to sell the LLC Initial Member Interest held by it through an auction process, the Private Owner shall will be entitled to participate in such auction on the same terms that apply generally to other participants in the auction. At the election of the Person then constituting the “Initial Member” under this Agreement, the transferee in any direct Disposition of any portion of the LLC Interest of the Initial Member shallInterest will, upon delivery to the Company, with a copy to the Private Owner, of an agreement by which such transferee shall will agree to become a party to and be bound by this Agreement as the “Initial Member,” be admitted as a member of the Company and be deemed to be a party to this Agreement as the “Initial Member”, and thereupon, subject to last sentence of Section 13.813.7, the transferor Member shall will cease to be a member of the Company (and accordingly, except as expressly otherwise provided in last sentence of Section 13.813.7, shall will cease to be responsible for the payment or performance of any of the obligations or liabilities under this Agreement of the Initial Member). (b) [Intentionally Omitted]. (c) Anything in this Agreement (including Section 8.7(a)) to the contrary notwithstanding from and after the acquisition by the FDIC in its corporate capacity of the assets of the receivership of the Failed Bank, the FDIC in its corporate capacity as successor to the FDIC in its capacity as the receiver under such receivership, automatically and without any further act of the parties, will succeed to all of the rights, duties and obligations of the “Initial Member” hereunder.

Transfers By Initial Member. Notwithstanding anything to the contrary contained in this Agreement, except as provided by applicable Law, there shall be no restriction on the Initial Member’s ability to Dispose of the Initial Member LLC Interest held by itInterest, directly or indirectly, to any Person and the Private Owner shall have no right to purchase or right-of-first-refusal in connection with any such sale; provided, however, that, the Initial Member may not assign the consent and voting rights associated with its the Initial Member LLC Interest in the Company to more than one (1) Person (for the avoidance of doubt, except as expressly provided above, the foregoing restriction shall not otherwise limit the Initial Member’s right to Dispose of any interest associated with its the Initial Member LLC Interest in the CompanyInterest) and provided, further, that in the event the Initial Member determines to sell the Initial Member LLC Interest held by it through an auction process, the Private Owner shall be entitled to participate in such auction on the same terms that apply generally to other participants in the auction. At the election of the Person then constituting the “Initial Member” under this Agreement, the transferee in any direct Disposition of any portion of the Initial Member LLC Interest of the Initial Member shall, upon delivery to the Company, with a copy to the Private Owner, of an agreement by which such transferee shall agree to become a party to and be bound by this Agreement as the “Initial Member,” be admitted as a member of the Company and be deemed to be a party to this Agreement as the “Initial Member”, and thereupon, subject to last sentence of Section 13.8, the transferor Member shall cease to be a member of the Company (and accordingly, except as expressly otherwise provided in last sentence of Section 13.8, shall cease to be responsible for the payment or performance of any of the obligations or liabilities under this Agreement of the Initial Member).

Transfers By Initial Member. (a) Notwithstanding anything to the contrary contained in this Agreement, except as provided by applicable Law, there shall be no restriction on the Initial Member’s ability to Dispose of the LLC Interest held by itInitial Member Interest, directly or indirectly, to any Person and the Private Owner shall have no right to purchase or right-of-first-refusal in connection with any such sale; provided, however, that, the Initial Member may not assign the consent and voting rights associated with its LLC the Initial Member Interest in the Company to more than one Person (for the avoidance of doubt, except as expressly provided above, the foregoing restriction shall not otherwise limit the Initial Member’s right to Dispose of any interest associated with its LLC Interest in the CompanyInitial Member Interest) and provided, further, that in the event the Initial Member determines to sell the LLC Initial Member Interest held by it through an auction process, the Private Owner shall be entitled to participate in such auction on the same terms that apply generally to other participants in the auction. At the election of the Person then constituting the “Initial Member” under this Agreement, the transferee in any direct Disposition of any portion of the LLC Interest of the Initial Member Interest shall, upon delivery to the Company, with a copy to the Private Owner, of an agreement by which such transferee shall agree to become a party to and be bound by this Agreement as the “Initial Member,” be admitted as a member of the Company and be deemed to be a party to this Agreement as the “Initial Member”, and thereupon, subject to last sentence of Section 13.8, the transferor Member shall cease to be a member of the Company (and accordingly, except as expressly otherwise provided in last sentence of Section 13.8, shall cease to be responsible for the payment or performance of any of the obligations or liabilities under this Agreement of the Initial Member). (b) Anything in this Agreement (including Section 8.7(a)) to the contrary notwithstanding, from and after the acquisition by the FDIC in its corporate capacity of the assets of the receivership of any Failed Bank, the FDIC in its corporate capacity, as successor to the FDIC in its capacity as the receiver under such receivership, automatically and without any further act of the parties, shall be substituted for the FDIC in such receiver capacity as part of the “Initial Member” hereunder.

Transfers By Initial Member. (a) Notwithstanding anything to the contrary contained in this Agreement, except as provided by applicable Law, there shall will be no restriction on the Initial Member’s ability to Dispose of the LLC Interest held by itInitial Member Interest, directly or indirectly, to any Person and the Private Owner shall will have no right to purchase or right-of-first-refusal in connection with any such sale; provided, however, that, the Initial Member may not assign the consent and voting rights associated with its LLC the Initial Member Interest in the Company to more than one Person (for the avoidance of doubt, except as expressly provided above, the foregoing restriction shall will not otherwise limit the Initial Member’s right to Dispose of any interest associated with its LLC Interest in the CompanyInitial Member Interest) and provided, further, that in the event the Initial Member determines to sell the LLC Initial Member Interest held by it through an auction process, the Private Owner shall will be entitled to participate in such auction on the same terms that apply generally to other participants in the auction. At the election of the Person then constituting the “Initial Member” under this Agreement, the transferee in any direct Disposition of any portion of the LLC Interest of the Initial Member shallInterest will, upon delivery to the Company, with a copy to the Private Owner, of an agreement by which such transferee shall will agree to become a party to and be bound by this Agreement as the “Initial Member,” be admitted as a member of the Company and be deemed to be a party to this Agreement as the “Initial Member”, and thereupon, subject to last sentence of Section 13.813.7, the transferor Member shall will cease to be a member of the Company (and accordingly, except as expressly otherwise provided in last sentence of Section 13.813.7, shall will cease to be responsible for the payment or performance of any of the obligations or liabilities under this Agreement of the Initial Member). (b) [Intentionally Omitted.] (c) Anything in this Agreement (including Section 8.7(a)) to the contrary notwithstanding from and after the acquisition by the FDIC in its corporate capacity of the assets of the receivership of the Failed Bank, the FDIC in its corporate capacity as successor to the FDIC in its capacity as the receiver under such receivership, automatically and without any further act of the parties, will succeed to all of the rights, duties and obligations of the “Initial Member” hereunder.