Transfers by Non-Managing Members. Except as set forth in this Article XI, no Non-Managing Member may Transfer all or any part of its interest in the Company, including any interest in the capital or profits of the Company and the right to receive distributions from the Company, provided that a Non-Managing Member may, with the prior written consent of the Managing Member (which consent may not be unreasonably withheld) and upon compliance with this Section 10.1, Transfer all or a portion of such Non-Managing Member’s interest in the Company. In the case of any attempted or purported Transfer of an interest in the Company not in compliance with this Agreement, the Transferring Non-Managing Member may be designated as a Defaulting Member under Section 6.3. For purposes of this Section 10.1(a), the Non-Managing Members agree and acknowledge that it shall not be unreasonable for the Managing Member to withhold its consent if:
Transfers by Non-Managing Members. (A) A Non-Managing Member may not Transfer its Interest in the Company or any part thereof to any Person (a "PROPOSED TRANSFEREE") except (i) as provided in Section 4.03(A)(b)(ii), or (ii) as permitted in this ---------------------- Article X, and any such Transfer in violation of this Article X shall be null --------- --------- and void ab initio as against the Company, except as otherwise provided by law. In connection with any transfer of an Interest in accordance with the terms of this Agreement, the transferee of such Interest and the other Members shall enter into a supplemental agreement memorializing such transfer, which supplemental agreement shall specify, among other things, the amount of such transferee's Capital Commitment and Net Adjusted Capital Contributions as of the date of such transfer, and the method of allocations of distributions to Class A Members under Section 6.01. ------------
Transfers by Non-Managing Members. Prior to the third anniversary of the Closing Date (such date is referred to herein as the “Expiration Date”), neither the Class A Units owned by any Non-Managing Member nor any interest therein nor any rights relating thereto may be Transferred, directly or indirectly, by any Non-Managing Member unless (A) such Transfer is to a Permitted Transferee pursuant to Section 7(c) below or (B) such Transfer is authorized in writing by the Managing Member.
Transfers by Non-Managing Members
