Transfers by Unitholders. (a) No Unitholder shall Transfer, or offer to agree to Transfer, directly or indirectly, all or any part of any interest in such Unitholder’s Units or other Equity Interests, except (i) any Transfer of Units (A) from a Continuing Member to another Continuing Member or (B) Exchanges pursuant to and in accordance with Section 8.6 (each being an “Exempt Transfer”), or (ii) (A) with the prior written consent of the Managing Member, and (B) then only in compliance with this Section 8. Notwithstanding the foregoing, no party hereto shall avoid the provisions of this Agreement by making one or more Transfers to one or more transferees permitted under clause (i)(A) above and then disposing of all or any portion of such party’s interest in such transferee if such disposition would result in such transferee ceasing to be a permitted transferee. No Member may withdraw from the Company pursuant to Section 101.205 of the TBOC and no Member may withdraw from the Company except as provided in and pursuant to the terms of this Agreement.
(b) Except in connection with Exchanges pursuant to the Exchange Agreements, Transfers pursuant to Section 8.6 or any other Transfer to the Company, each Transferee of Units shall, as a condition prior to such Transfer, execute and deliver to the Company a counterpart or joinder to this Agreement pursuant to which such Transferee shall agree to be bound by the provisions of this Agreement and such Transferee shall become a substituted Member on the effective date of such Transfer, which effective date shall not be earlier than the date of compliance with the conditions to such Transfer, and such admission shall be shown on the books and records of the Company
(c) Notwithstanding anything to the contrary in this Section 8, no Unitholder shall make a Transfer of Units to a competitor of the Company or any Subsidiary.
(d) The Members agree that the Managing Member and the Company shall not be required to recognize the interest or purported interest in the Company of any Person who has obtained an interest or a purported interest in the Company, directly or indirectly, as a result of a Transfer which is not authorized by this Agreement, and further agree that any such Transfer shall be null and void for all purposes (except to the extent otherwise provided by law or in this Section 8). If there is a doubt as to the ownership of an interest in the Company or who is entitled to a distribution of Available Cash or of other property, including li...
Transfers by Unitholders. (a) No Unitholder shall Transfer any interest in any Units except in compliance with this Article X. Except for Transfers made in compliance with the Securityholders Agreement and, with respect to a Unitholder subject to a Management Xxxx Xxxxxxxx Xxxxxxxxx, such Management Unit Purchase Ag•reement, no Unitholder shall Transfer, or offer or agree to Transfer, all or any part of any interest of such Person’s Units without the prior written consent of the Board. With the Board’s consent, a Unitholder may Transfer all or any part of such Person’s Units, subject to compliance with this Agreement (including, without limitation, Section 10.1(b)) and any other agreement binding upon such Unitholder which restricts the Transfer of Units (including, without limitation, the Securityholders Agreement and the Management Unit Purchase Agreements).
(b) Each transferee of Units or other interest in the Company shall, as a condition precedent to such Transfer, execute a counterpart to this Agreement pursuant to which such transferee shall agree to be bound by the provisions of this Agreement.
Transfers by Unitholders. (a) No Unitholder shall Transfer any interest in any Units except to Permitted Transferees and in compliance with this Article X. Except pursuant to the Purchase Agreement, the Securityholders' Agreement and the Buy-Sell Agreement, no Unitholder shall Transfer, or offer or agree to Transfer, all or any part of any interest of such Person's Units without the prior written consent of the Board, which consent may be withheld in the Board's sole discretion. With the Board's consent, a Unitholder may Transfer all or any part of such Person's Units, subject to compliance with this Agreement (including without limitation Section 10.1(b)).
(b) Each transferee of Units or other interest in the LLC shall, as a condition prior to such Transfer, execute a counterpart to this Agreement pursuant to which such transferee shall agree to be bound by the provisions of this Agreement.
Transfers by Unitholders. (a) Except for Transfers made in compliance with the Securityholders Agreement, the Senior Preferred Investor Rights Agreement, the Senior Management Agreements and the Registration Agreement, no Unitholder shall Transfer any interest in any Units except to Permitted Transferees and in compliance with this ARTICLE X. Except for Transfers made in compliance with the Securityholders Agreement, the Senior Preferred Investor Rights Agreement, the Senior Management Agreements and the Registration Agreement, no Unitholder shall Transfer, or offer or agree to Transfer, all or any part of any interest of such Person's Units without the prior written consent of the Board, which consent may be withheld in the Board's sole discretion. With the Board's consent, a Unitholder may Transfer all or any part of such Person's Units, subject to compliance with this Agreement (including, without limitation, SECTION 10.1(b)).
(b) Each transferee of Units or other interest in the LLC shall, as a condition precedent to such Transfer, execute a counterpart to this Agreement pursuant to which such transferee shall agree to be bound by the provisions of this Agreement.
Transfers by Unitholders. (a) No Unitholder shall Transfer any Units except in compliance with this Article X. Except for Transfers to Permitted Transferees or Transfers pursuant to Sections 10.4 (solely as a Tag-Along Unitholder), or 10.6 or to the LLC or a Subsidiary thereof (subject to Section 5.1(b)(iv)), no Unitholder shall Transfer, or offer or agree to Transfer, all or any part of any interest in such Person’s Units without the prior written consent of the Board and the Principal Investors, which consent may be withheld in the Board’s or either Principal Investor’s sole discretion, as applicable. With the Board and the Principal Investors’ consent, a Unitholder may Transfer all or any part of such Unitholders’ Units, subject to compliance with this Agreement (including Section 10.1(c) and Section 10.4).
(b) Notwithstanding the foregoing, (x) each current or former Principal Investor may Transfer all or any part of any interest in such Principal Investor’s Units without the consent of the Board or the other current Principal Investor (if any) following the earlier of (i) an initial Public Offering and (ii) the third (3rd) anniversary of the date hereof, subject, in each case, to compliance with this Agreement (including Sections 10.1(c), 10.4, 10.5 and 10.7), and applicable securities laws and (y) each Unitholder (other than the current and former Principal Investors) may (subject to compliance with this Agreement (including Sections 10.1(c) and 10.7) and the Registration Rights Agreement), following the initial Public Offering, Transfer such Unitholder’s Units, but only to the extent such Transfer would not result in the Relative Ownership Percentage of such Unitholder immediately following such Transfer being less than the Relative Ownership Percentage of the Principal Investors immediately following such Transfer.
(c) Each transferee of Units or other interest in the LLC shall, as a condition precedent to such Transfer, execute a counterpart to this Agreement pursuant to which such transferee shall agree to be bound by the provisions of this Agreement and comply with Section 11.2.
(d) Any Imputed Underpayment Amount that is properly allocable to a transferor of an interest, as reasonably determined by the Board, shall be treated as a Withholding Payment with respect to the applicable transferee in accordance with Section 4.6(f). Furthermore, as a condition to any Transfer, each transferor shall be required to agree (i) to continue to comply with the provisions of Section 9...
Transfers by Unitholders. (a) No Unitholder shall Transfer any interest in any Units except in compliance with this Article X. No Unitholder shall Transfer all or any part of any interest of such Unitholder's Units unless each of the following conditions is satisfied:
(i) either (A) the Transfer is made to one or more Permitted Transferees of such Unitholder, (B) the Transfer has been approved by each other Unitholder, which approval may be withheld in such Unitholder's sole discretion or (C) the Transfer is made pursuant to Article XV;
(ii) except with respect to a Transfer pursuant to Article XV, each transferee executes a counterpart to this Operating Agreement pursuant to which such transferee shall agree to be bound by the provisions of this Operating Agreement; and
(iii) the Transfer otherwise complies with the provisions of this Operating Agreement and applicable Laws, including federal and state securities Laws.
(b) If any Unitholder that is a wholly-owned Subsidiary of Metaldyne or DaimlerChrysler ceases to be a wholly-owned Subsidiary of Metaldyne or DaimlerChrysler, as the case may be, such Unitholder shall Transfer, to a Permitted Transferee of Metaldyne or DaimlerChrysler, as the case may be, all the Units held by it, such Transfer to be effective no later than immediately prior to the time at which such Unitholder ceases to be a wholly-owned Subsidiary of Metaldyne or DaimlerChrysler, as the case may be.
(c) Notwithstanding any of the provisions of this Operating Agreement, no Transfer of Units shall in any way restrict or diminish any Unitholder's rights with respect to the put options or call options set forth in Article XV.
Transfers by Unitholders. 44 SECTION 10.2
Transfers by Unitholders. No Unitholder shall Transfer any Units except in compliance with this Article X. Except for Transfers to Permitted Transferees or Transfers pursuant to Sections 10.4 (solely as a Tag-Along Unitholder), 10.6 (subject to Section 5.1(b)(iv)) or to the LLC or a Subsidiary thereof pursuant to Sections 3.10, 3.11, or 3.12, no Unitholder shall Transfer, or offer or agree to Transfer, all or any part of any interest in such Person’s Units without the prior written consent of the Board and the Principal Investors, which consent may be withheld in the Board’s or either Principal Investor’s sole discretion, as applicable. With the Board and the Principal Investors’ consent, a Unitholder may Transfer all or any part of such Unitholders’ Units, subject to compliance with this Agreement (including Section 10.1(c) and Section 10.4).
