Common use of Transfers by Outside Members Clause in Contracts

Transfers by Outside Members. No Outside Member may Transfer any Interests including, without limitation, to any other Member, or by gift, or by operation of law or otherwise; provided that, subject to Section 12.2(b) and Section 12.2(c), Interests may be Transferred by an Outside Member (i) in accordance with Section 12.4 (“Involuntary Transfers”), (ii) pursuant to Section 12.8(b) (“Tag-Along Rights”), (iii) pursuant to Section 12.8(c) (“Drag-Along Rights”), (iv) pursuant to the Registration Rights Agreement or (v) pursuant to the prior written approval of the Board in its sole discretion (which, in the case of Magnetite, must include the approval of at least one GSCP Director and one Kxxxx Director).

Transfers by Outside Members. No Outside Member may Transfer any Interests including, without limitation, to any other Member, or by gift, or by operation of law or otherwise; provided that, subject to Section 12.2(b) and Section 12.2(c), Interests may be Transferred by an Outside Member (i) in accordance with Section 12.4 12.5 (“Involuntary Transfers”), (ii) pursuant to Section 12.8(b12.9(b) (“Tag-Along Rights”), (iii) pursuant to Section 12.8(c12.9(c) (“Drag-Along Rights”), (iv) pursuant to the Registration Rights Agreement Section 12.11, or (v) pursuant to the prior written approval of the Board in its sole discretion (which, in the case of Magnetite, must include the approval of at least one GSCP Director and one Kxxxx Director)discretion.