Common use of Transfers of a Member’s Interest Clause in Contracts

Transfers of a Member’s Interest. (a) No Member may Transfer all or any portion of its Interest or have any transferee admitted as a substituted Member in respect of such Interest or any portion thereof without the prior written Consent of the Manager, which Consent may be withheld in the sole discretion of the Manager. In the event a Member desires to secure permission to Transfer its Interest or any portion thereof, it shall notify the Manager in the manner described in Section 13.1 hereof and shall deliver such information to the Manager as it may request, including, if requested, evidence reasonably satisfactory to the Manager with respect to (i) compliance with applicable federal and state securities laws and (ii) any other appropriate laws or regulations. No Transfer may be made if it would violate applicable federal or state securities laws or other laws or regulations. (b) In the event any Member desires to Transfer all or any portion of its Interest in the Venture (and the Manager Consents thereto) the Transferring Member shall arrange for its transferee to be bound by the provisions of this Agreement by having such transferee execute such documents as shall be reasonably required by the Manager to make the transferee a party to this Agreement and by delivering the same to the Manager together with such other information that may be reasonably requested by counsel to the Manager. The transferee of all or any portion of the Interest of a Member shall become a substituted Member as to the Interest (or portion thereof) thus Transferred upon the written Consent of the Manager, which Consent may be granted or withheld in the sole discretion of the Manager. Any such substituted Member shall succeed to all of the rights and assume all of the obligations of the Member to the extent of the portion of the Interest in the Venture which has been Transferred to such substituted Member. A transferee of all of any portion of the Interest of a Member who is not a substituted Member shall have the right to receive allocations of income, gain, loss and deduction and distributions of Net Cash Flow and other distributions pursuant to this Agreement, but shall have no other rights hereunder, and neither the transferor nor the transferee shall have the right to vote with respect to any Interest so Transferred. The effective date of any Transfer under Section 8.1 (a) or (b) shall be the date on which the transferee executes and delivers to the Manager the documents required by the Manager, and the Manager grants its Consent in accordance with Section 8.1(a) or (b), as the case may be. (c) Anything contained in Sections 8.1(a) or (b) to the contrary notwithstanding, no Transfer of an Interest or any portion shall be effective if it would result in the Venture being classified as an association (or publicly traded partnership) taxable as a corporation for federal or state income tax purposes, and any such Transfer shall be effected in such manner as may be necessary to maintain the classification of the Venture as a partnership for federal and state income tax purposes. (d) Notwithstanding anything to the contrary in this Agreement, no Interest in the Venture, or any portion thereof, shall be issued in a transaction that is (or transactions that are) registered or required to be registered under the Securities Act of 1933, as amended, and any Transfer of an Interest or any portion thereof must be made in a transaction that is exempt from registration or qualification under the Securities Act of 1933, as amended, and applicable state securities law. (e) No admission (or purported admission) of a Member and no Transfer (or purported Transfer) of all or part of a Member’s Interest (or any interest or right or attribute therein) in the Venture shall be effective, and no Person shall otherwise become a Member, if the Venture would or may have more than 100 members, treating as a member for this purpose each Person indirectly owning an Interest (or any interest therein) in the Venture through a partnership, a grantor trust or an S corporation.

Transfers of a Member’s Interest. (a) No Except as provided in Section 6.3(c), no Member may Transfer all or any portion of its Interest or have any transferee admitted as a substituted Member in respect of such Interest or any portion thereof without the prior written Consent of the Manager, which Consent may be withheld in the sole discretion of the Manager. Notwithstanding the foregoing, a Member may Transfer all or any part of its Interest pursuant to Section 9.2, and any such transferee shall succeed to all the rights and assume all the obligations of the Member with respect to such Interest, without the prior Consent of the Manager, provided that the requirements of Section 9.1(b) are satisfied. In the event a Member desires to secure permission to Transfer its Interest or any portion thereof, it shall notify the Manager in the manner described in Section 13.1 14.1 hereof and shall deliver such information to the Manager as it may request, including, if requested, evidence reasonably satisfactory to the Manager with respect to (i) compliance with applicable federal and state securities laws and (ii) any other appropriate laws or regulations. No Transfer may be made if it would violate applicable federal or state securities laws or other laws or regulations. (b) In the event any Member desires to Transfer all or any portion of its Interest in the Venture (and the Manager Consents thereto, unless such Consent is not required pursuant to Section 9.1(a)) the Transferring Member shall arrange for its transferee to be bound by the provisions of this Agreement by having such transferee execute such documents as shall be reasonably required by the Manager to make the transferee a party to this Agreement and by delivering the same to the Manager together with such other information that may be reasonably requested by counsel to the Manager. The transferee of all or any portion of the Interest of a Member shall become a substituted Member as to the Interest (or portion thereof) thus Transferred upon the written Consent of the Manager, which Consent may be granted or withheld in the sole discretion of the Manager, except as otherwise provided in Section 9.1(a) when such Consent is not required. Any such substituted Member shall succeed to all of the rights and assume all of the obligations of the Member to the extent of the portion of the Interest in the Venture which has been Transferred to such substituted Member. A transferee of all of any portion of the Interest of a Member who is not a substituted Member shall have the right to receive allocations of income, gain, loss and deduction and distributions of Net Cash Flow and other distributions pursuant to this Agreement, but shall have no other rights hereunder, and neither the transferor nor the transferee shall have the right to vote with respect to any Interest so Transferred. The effective date of any Transfer under Section 8.1 9.1 (a) or (b) shall be the date on which the transferee executes and delivers to the Manager the documents required by the Manager, and the Manager grants its Consent in accordance with Section 8.1(a9.1(a) or (b), as the case may be. (c) Anything contained in Sections 8.1(a9.1(a) or (b) to the contrary notwithstanding, no Transfer of an Interest or any portion shall be effective if it would result in (i) the Venture being classified as an association (or publicly traded partnership) taxable as a corporation for U.S. federal or state income tax purposes, or (ii) the occurrence of a Domestic Status Loss, and any such Transfer shall be effected in such manner as may be necessary to maintain the classification of the Venture as a partnership for U.S. federal and state income tax purposespurposes and to avoid the occurrence of a Domestic Status Loss. (d) Notwithstanding anything to the contrary in this Agreement, no Interest in the Venture, or any portion thereof, shall be issued in a transaction that is (or transactions that are) registered or required to be registered under the Securities Act of 1933, as amended, and any Transfer of an Interest or any portion thereof must be made in a transaction that is exempt from registration or qualification under the Securities Act of 1933, as amended, and applicable state securities law. (e) No admission (or purported admission) of a Member and no Transfer (or purported Transfer) of all or part of a Member’s Interest (or any interest or right or attribute therein) in the Venture shall be effective, and no Person shall otherwise become a Member, if the Venture would or may have more than 100 one hundred (100) members, treating as a member for this purpose each Person indirectly owning an Interest (or any interest therein) in the Venture through a partnership, a grantor trust or an S corporation.

Transfers of a Member’s Interest. (a) No Except as provided in Section 6.3(c), no Member may Transfer all or any portion of its Interest or have any transferee admitted as a substituted Member in respect of such Interest or any portion thereof without the prior written Consent of the Manager, which Consent may be withheld in the sole discretion of the Manager. In the event a Member desires to secure permission to Transfer its Interest or any portion thereof, it shall notify the Manager in the manner described in Section 13.1 14.1 hereof and shall deliver such information to the Manager as it may request, including, if requested, evidence reasonably satisfactory to the Manager with respect to (i) compliance with applicable federal and state securities laws and (ii) any other appropriate laws or regulations. No Transfer may be made if it would violate applicable federal or state securities laws or other laws or regulations. (b) In the event any Member desires to Transfer all or any portion of its Interest in the Venture (and the Manager Consents thereto, unless such Consent is not required pursuant to Section 9.1(a)) the Transferring Member shall arrange for its transferee to be bound by the provisions of this Agreement by having such transferee execute such documents as shall be reasonably required by the Manager to make the transferee a party to this Agreement and by delivering the same to the Manager together with such other information that may be reasonably requested by counsel to the Manager. The transferee of all or any portion of the Interest of a Member shall become a substituted Member as to the Interest (or portion thereof) thus Transferred upon the written Consent of the Manager, which Consent may be granted or withheld in the sole discretion of the Manager, except as otherwise provided in Section 9.1(a) when such Consent is not required. Any such substituted Member shall succeed to all of the rights and assume all of the obligations of the Member to the extent of the portion of the Interest in the Venture which has been Transferred to such substituted Member. A transferee of all of any portion of the Interest of a Member who is not a substituted Member shall have the right to receive allocations of income, gain, loss and deduction and distributions of Net Cash Flow and other distributions pursuant to this Agreement, but shall have no other rights hereunder, and neither the transferor nor the transferee shall have the right to vote with respect to any Interest so Transferred. The effective date of any Transfer under Section 8.1 9.1 (a) or (b) shall be the date on which the transferee executes and delivers to the Manager the documents required by the Manager, and the Manager grants its Consent in accordance with Section 8.1(a9.1(a) or (b), as the case may be. (c) Anything contained in Sections 8.1(a9.1(a) or (b) to the contrary notwithstanding, no Transfer of an Interest or any portion shall be effective if it would result in (i) the Venture being classified as an association (or publicly traded partnership) taxable as a corporation for U.S. federal or state income tax purposes, or (ii) the occurrence of a Domestic Status Loss, and any such Transfer shall be effected in such manner as may be necessary to maintain the classification of the Venture as a partnership for U.S. federal and state income tax purposespurposes and to avoid the occurrence of a Domestic Status Loss. (d) Notwithstanding anything to the contrary in this Agreement, no Interest in the Venture, or any portion thereof, shall be issued in a transaction that is (or transactions that are) registered or required to be registered under the Securities Act of 1933, as amended, and any Transfer of an Interest or any portion thereof must be made in a transaction that is exempt from registration or qualification under the Securities Act of 1933, as amended, and applicable state securities law. (e) No admission (or purported admission) of a Member and no Transfer (or purported Transfer) of all or part of a Member’s Interest (or any interest or right or attribute therein) in the Venture shall be effective, and no Person shall otherwise become a Member, if the Venture would or may have more than 100 one hundred (100) members, treating as a member for this purpose each Person indirectly owning an Interest (or any interest therein) in the Venture through a partnership, a grantor trust or an S corporation.

Transfers of a Member’s Interest. (a) No Except as set forth in Section 8.1(b) below, no Member may Transfer all or any portion of its Interest or have any transferee admitted as a substituted Member in respect of such Interest or any portion thereof without the prior written Consent of the Managerother Member, which Consent may be withheld in the sole discretion of the Manager. other Member. (b) Notwithstanding anything contained herein to the contrary, BHMF Member shall have the right to Transfer (but not pledge or hypothecate) all or any portion of its Interest and to have any transferee admitted as a substituted Member in respect of such Interest or any portion thereof without the Consent of the Manager or any Member, provided that (1) any such Transfer, when aggregated with all prior Transfers of BHMF Member’s Interest pursuant to this Section 8.1(b), shall not be of more than forty‑nine percent (49%) of BHMF Member’s direct or indirect Interest in the Venture as of the date of this Agreement, (2) after giving effect to such Transfer, BHMF Member has the same level of control over the Venture as it did immediately prior to such Transfer, (3) subject to Section 2.6(b)(iv) hereof, such Transfer does not cause the Subsidiary REIT to no longer qualify as a Domestically‑Controlled REIT, and (4) BH MP has approved the proposed transferee of such Interest (which approval shall not be unreasonably withheld, conditioned or delayed by BH MP). (c) In the event (x) a Member desires to secure permission to Transfer its Interest or any portion thereofthereof in accordance with Section 8.1(a) or (y) BHMF Member desires to effect a Transfer in accordance with Section 8.1(b), it shall notify the Manager in the manner described in Section 13.1 14.1 hereof and shall deliver such information to the Manager as it may reasonably request, including, if requested, evidence reasonably satisfactory to the Manager with respect to (i) compliance with applicable federal and state securities laws and (ii) any other appropriate laws or regulations. No Transfer under Section 8.1(a) or Section 8.1(b) may be made if it would violate applicable federal or state securities laws or other laws or regulations. (bd) In the event any Member desires to Transfer all or any portion of its Interest in the Venture (and the Manager Consents theretothereto in accordance with Section 8.1(a) or such Transfer is permitted pursuant to Section 8.1(b)) the Transferring Member shall arrange for its transferee to be bound by the provisions of this Agreement by having such transferee execute such documents as shall be reasonably required by the Manager to make the transferee a party to this Agreement and by delivering the same to the Manager together with such other information that may be reasonably requested by counsel to the Manager. The Upon the transferee’s execution of such documents described in the immediately preceding sentence, the transferee of all or any portion of the Interest of a Member shall become a substituted Member as to the Interest (or portion thereof) thus Transferred upon the written Consent of the Manager, which Consent may be granted or withheld in the sole discretion of the ManagerTransferred. Any such substituted Member shall succeed to all of the rights and assume all of the obligations of the Member to the extent of the portion of the Interest in the Venture which has been Transferred to such substituted Member. A transferee of all of or any portion of the Interest of a Member who is not a substituted Member shall have the right to receive allocations of income, gain, loss and deduction and distributions of Net Cash Flow and other distributions pursuant to this Agreement, but shall have no other rights hereunder, and neither the transferor nor the transferee shall have the right to vote with respect to any Interest so Transferred. The effective date of any Transfer under Section 8.1 (a8.1(a) or (b) shall be the date on which the transferee executes and delivers to the Manager the documents required by this Section 8.1(d), provided that if such Transfer is being made pursuant to Section 8.1(a), the Manager, and effective date shall be the date on which the Manager grants its Consent in accordance with Section 8.1(a) or (bif such Consent is delivered after the date the documents are delivered pursuant to this Section 8.1(d), as the case may be. (ce) Anything contained in Sections Section 8.1(a) or (b) to the contrary notwithstanding, no Transfer of an Interest or any portion shall be effective if it would result in the Venture being classified as an association (or publicly traded partnership) taxable as a corporation for federal or state income tax purposes, and any such Transfer shall be effected in such manner as may be necessary to maintain the classification of the Venture as a partnership for federal and state income tax purposes. (df) Notwithstanding anything Anything contained in Section 8.1(a) or (b) to the contrary in this Agreementnotwithstanding, no Interest in the Venture, or any portion thereof, shall be issued in a transaction that is (or transactions that are) registered or required to be registered under the Securities Act of 1933, as amended, and any Transfer of an Interest or any portion thereof must be made in a transaction that is exempt from registration or qualification under the Securities Act of 1933, as amended, and applicable state securities law. (eg) No Anything contained in Section 8.1(a) or (b) to the contrary notwithstanding, no admission (or purported admission) of a Member and no Transfer (or purported Transfer) of all or part of a Member’s Interest (or any interest or right or attribute therein) in the Venture shall be effective, and no Person shall otherwise become a Member, if the Venture would or may have more than 100 members, treating as a member for this purpose each Person indirectly owning an Interest (or any interest therein) in the Venture through a partnership, a grantor trust or an S corporation.