Transfers During Life. No Member may sell, encumber, transfer, assign, or otherwise dispose of all or any part of its interest during life except in accordance with the terms and conditions of this Agreement. Provided, however, a Member is free to transfer and assign all or part of its interest to a spouse, ancestor, descendent or to an inter-vivos trust, which by its terms provides that the Member is the grantor, trustee and beneficiary of all of the trust income, and wherein it has retained for his or her own life the power to revoke the trust in full, and such trust is in full compliance with all provisions of this Agreement. The primary purpose of the trust must be to avoid probate on the assets held by the trust on the day the Member dies, and the transfer and assignment of the interest must be for no consideration. The interest transferred to or held by any such trust shall continue to be governed and bound by the terms of this Agreement, whether or not the terms of the trust are subsequently amended in any way. If on a Member’s death the provisions of the inter vivos trust established by him or her shall cause the interest in the Company to pass to his or her spouse and/or issue (collectively “Beneficiaries”), then none of such Beneficiaries shall have the right to vote hereunder but shall otherwise be vested with all rights, entitlements, or obligations of membership hereunder.
Transfers During Life
