Common use of Assignability of Interest Clause in Contracts

Assignability of Interest. (a) Except as set forth in this Section 6.1, without the approval of the Management Board, none of the LLC Interests of AMG or its Affiliates may be Transferred; provided, however, (i) it is understood and agreed that, in connection with the operation of the businesses of AMG and the Manager Member (including, without limitation, the financing of its LLC Interests and direct or indirect interests in additional investment management companies), the LLC Interests of AMG and its Affiliates will be pledged and encumbered, and holders of liens on such LLC Interests shall have, and be able to exercise, the rights of secured creditors with respect to such LLC Interests, (ii) AMG and its Affiliates may sell some (but not a majority) of their LLC Interests to a Person who is not a Member but who is an Officer or employee of the LLC or who becomes an Officer or employee of the LLC in connection with such issuance, or a Person wholly owned by any such Person, (iii) AMG and its Affiliates may sell some (but not a majority) of their LLC Interests to existing Non-Manager Members, and (iv) AMG and its Affiliates may sell all or any portion of their LLC Interests to AMG or any Controlled Affiliate of AMG, which shall thereafter be subject to the provisions contained herein with respect to the Manager Member or AMG; provided, however, that without the approval of the Management Board there shall be only one Manager Member. Notwithstanding anything else set forth herein, the Manager Member may, with the approval of the Management Board, sell all its LLC Interests in a single transaction or a series of related transactions, and, in any such case, each of the Non-Manager Members shall be required to sell, in the same transaction or transactions, all their LLC Interests; provided, that the price to be received by all the Members shall be allocated among the Members as follows: (a) an amount equal to the sum of the positive balances, if any, of the Capital Accounts shall be allocated among the Members having such Capital Accounts in proportion to such positive balances, and (b) the excess, if any, shall be allocated among all Members in accordance with their respective number of LLC Points at the time of such sale. Upon any of the foregoing transactions, the Manager Member shall make the appropriate revisions to Schedule A hereto. Solely for purposes of the foregoing sentence, Clar▇ ▇▇▇ll, for as long as he is a Member, be deemed to have a Capital Account equal to the sum of the Capital Accounts of the Original Principals multiplied by a fraction, the numerator of which is the number of LLC 50 55 Points held by him at the time of such transaction or transactions and the denominator of which is the total number of LLC Points then held by Original Principals and each other Original Principal shall be deemed to have a Capital Account, equal to his Capital Account multiplied by a fraction which is one (1) minus the fraction determined above with respect to Clar▇. (b) In the case of any Transfer upon foreclosure pursuant to Section 6.1(a)(i) above, each Transferee shall sign a counterpart signature page to this Agreement agreeing thereby to become either a Non-Manager Member or a Manager Member (provided, however, that once one such other Transferee elects to become a Manager Member, no Transferee (other than a subsequent Transferee of such new Manager Member) may elect to be a Manager Member hereunder). If the Transferees pursuant to Section 6.1(a)(i) above receive all the Manager Member's LLC Interests, and none of such Transferees elects to become a Manager Member, then that shall be deemed to be an event of withdrawal by the Manager Member. If, however, one of the Transferees elects to become a Manager Member, and executes a counterpart signature page to this Agreement agreeing thereby to become a Manager Member, then notwithstanding any other provision hereof to the contrary, the old Manager Member shall thereupon be permitted to withdraw from the LLC as Manager Member. (c) In the case of a Transfer pursuant to the penultimate sentence of Section 6.1(a) above, the Manager Member shall be deemed to have withdrawn, and its Transferee shall be deemed to have become the Manager Member.

Assignability of Interest. (a) Except as set forth Without a Majority Vote, neither the General Partner's interest in this Section 6.1, without the approval Partnership nor the stock of the Management Board, none of the LLC Interests of AMG or its Affiliates General Partner may be Transferredsold or transferred; provided, however, (i) it is understood and agreed that, in connection with the operation of the businesses business of AMG and the Manager Member (including, without limitation, the financing of its LLC Interests and direct or indirect interests investments in additional investment management companies), the LLC Interests General Partner's interest in the Partnership and the stock of AMG and its Affiliates will the General Partner may be pledged or encumbered pursuant to a bona fide pledge or encumbrance and encumberedunder such circumstances, and lien holders of liens on such LLC Interests shall have, have and be able to exercise, exercise the rights of secured creditors with respect to such LLC Interestsinterest, (ii) AMG and its Affiliates the General Partner may sell some (but not a majorityall or substantially all) of their LLC its Partnership Interests to a Person person or entity who is not a Member Partner but who is an Officer or employee of the LLC Partnership or who becomes an Officer or employee of the LLC in connection with such issuance, or a Person an entity wholly owned by any such Personperson, and (iii) AMG and its Affiliates the General Partner may sell some (but not a majorityall or substantially all) of their LLC its Partnership Interests to existing Non-Manager Members, and (iv) AMG and its Affiliates may sell all or any portion of their LLC Interests to AMG or any Controlled Affiliate of AMG, which shall thereafter be subject to the provisions contained herein with respect to the Manager Member or AMG; provided, however, that without the approval of the Management Board there shall be only one Manager MemberLimited Partners. Notwithstanding anything else set forth herein, the Manager Member General Partner may, with the approval of the Management Boarda Majority Vote, sell all its LLC Interests interests in the Partnership in a single transaction or a series of related transactions, and, in any such case, each of the Non-Manager Members Limited Partners of the Partnership shall be required to sell, in the same transaction or transactions, all their LLC Interestsinterest in the Partnership; provided, that the price to be received by all the Members Partners shall be allocated among the Members Partners as follows: : (a) an amount equal to the sum of the positive balances, if any, of the in positive Capital Accounts shall be allocated among the Members Partners having such Capital Accounts in proportion to such positive balances, and (b) the excess, if any, shall be allocated among all Members Partners in accordance with their respective number of LLC Partnership Points at the time of such sale. Upon any of the foregoing transactions, the Manager Member shall make the appropriate revisions to Schedule A hereto. Solely for purposes of the foregoing sentence, Clar▇ ▇▇▇ll, for as long as he is a Member, be deemed to have a Capital Account equal to the sum of the Capital Accounts of the Original Principals multiplied by a fraction, the numerator of which is the number of LLC 50 55 Points held by him at the time of such transaction or transactions and the denominator of which is the total number of LLC Points then held by Original Principals and each other Original Principal shall be deemed to have a Capital Account, equal to his Capital Account multiplied by a fraction which is one (1) minus the fraction determined above with respect to Clar▇. (b) In the case of any Transfer upon foreclosure pursuant to Section 6.1(a)(i) above, each Transferee shall sign a counterpart signature page to this Agreement agreeing thereby to become either a Non-Manager Member or a Manager Member (provided, however, that once one such other Transferee elects to become a Manager Member, no Transferee (other than a subsequent Transferee of such new Manager Member) may elect to be a Manager Member hereunder). If the Transferees pursuant to Section 6.1(a)(i) above receive all the Manager Member's LLC Interests, and none of such Transferees elects to become a Manager Member, then that shall be deemed to be an event of withdrawal by the Manager Member. If, however, one of the Transferees elects to become a Manager Member, and executes a counterpart signature page to this Agreement agreeing thereby to become a Manager Member, then notwithstanding any other provision hereof to the contrary, the old Manager Member shall thereupon be permitted to withdraw from the LLC as Manager Member. (c) In the case of a Transfer pursuant to the penultimate sentence of Section 6.1(a) above, the Manager Member shall be deemed to have withdrawn, and its Transferee shall be deemed to have become the Manager Member.

Assignability of Interest. (a) Except as set forth in this Section 6.1, without the approval of the Management Board, none of the Manager Member's LLC Interests of AMG or its Affiliates may not be Transferred; provided, however, (i) it is understood and agreed that, in connection with the operation of the businesses business of AMG and the Manager Member (including, without limitation, the financing of its LLC Interests and direct or indirect interests in additional investment management companies), the Manager Member's LLC Interests of AMG and its Affiliates will be pledged and encumbered, and lien holders of liens on such the Manager Member's LLC Interests shall have, and be able to exercise, the rights of secured creditors with respect to such LLC Interests, (ii) AMG and its Affiliates the Manager Member may sell some (but not a majority) of their its LLC Interests to a Person who is not a Member but who is an Officer or employee of the LLC or who becomes an Officer or employee of the LLC in connection with such issuance, or a Person wholly owned by any such Person, (iii) AMG and its Affiliates the Manager Member may sell some (but not a majority) of their its LLC Interests to existing Non-Manager Members, and (iv) AMG and its Affiliates the Manager Member may sell all or any portion of their its LLC Interests to AMG or any a wholly-owned Controlled Affiliate of AMG, which shall thereafter be subject to the provisions contained herein with respect to the Manager Member or AMG; provided, however, that without the approval of the Management Board there shall be only one Manager Member. Notwithstanding anything else set forth herein, the Manager Member may, with the approval of the Management Board, sell all its LLC Interests in a single transaction or a series of related transactions, and, in any such case, each of the Non-Manager Members shall be required to sell, in the same transaction or transactions, all their LLC Interests; provided, that the price to be received by all the Members shall be allocated among the Members as follows: (a) an amount equal to the sum of the positive balances, if any, of the Capital Accounts shall be allocated among the Members having such Capital Accounts in proportion to such positive balances, and (b) the excess, if any, shall be allocated among all Members in accordance with their respective number of LLC Points at the time of such sale. Upon any of the foregoing transactions, the Manager Member shall make the appropriate revisions to Schedule A hereto. Solely for purposes of the foregoing sentence, Clar▇ ▇▇▇ll, for as long as he is a Member, be deemed to have a Capital Account equal to the sum of the Capital Accounts of the Original Principals multiplied by a 45 49 fraction, the numerator of which is the number of LLC 50 55 Points held by him at the time of such transaction or transactions and the denominator of which is the total number of LLC Points then held by Original Principals and each other Original Principal shall be deemed to have a Capital Account, equal to his Capital Account multiplied by a fraction which is one (1) minus the fraction determined above with respect to Clar▇. (b) In the case of any Transfer upon foreclosure pursuant to Section 6.1(a)(i) above, each Transferee shall sign a counterpart signature page to this Agreement agreeing thereby to become either a Non-Manager Member or a Manager Member (provided, however, that once one such other Transferee elects to become a Manager Member, no Transferee (other than a subsequent Transferee of such new Manager Member) may elect to be a Manager Member hereunder). If the Transferees pursuant to Section 6.1(a)(i) above receive all the Manager Member's LLC Interests, and none of such Transferees elects to become a Manager Member, then that shall be deemed to be an event of withdrawal by the Manager Member. If, however, one of the Transferees elects to become a Manager Member, and executes a counterpart signature page to this Agreement agreeing thereby to become a Manager Member, then notwithstanding any other provision hereof to the contrary, the old Manager Member shall thereupon be permitted to withdraw from the LLC as Manager Member. (c) In the case of a Transfer pursuant to the penultimate sentence of Section 6.1(a) above, the Manager Member shall be deemed to have withdrawn, and its Transferee shall be deemed to have become the Manager Member.

Assignability of Interest. (a) Except as set forth in this Section 6.1, without a Committee Vote the approval of the Management Board, none of Manager Member's interest in the LLC Interests of AMG or its Affiliates may not be Transferred; provided, however, (i) it is understood and agreed that, in connection with the operation of the businesses business of AMG and the Manager Member (including, without limitation, the financing of its LLC Interests interest herein and direct or indirect interests in additional investment management companies), the Manager Member's interest in the LLC Interests of AMG and its Affiliates will be pledged and encumbered, encumbered and lien holders of liens on such LLC Interests the Manager Member's interest shall have, have and be able to exercise, exercise the rights of secured creditors with respect to such LLC Interestsinterest, (ii) AMG and its Affiliates the Manager Member may sell Transfer some (but not a majority) of their its LLC Interests to a Person who is not a Member but who is an Officer or employee of the LLC or who becomes an Officer or employee of the LLC in connection with such issuance, or a Person wholly owned by any such Person, provided that such Transferee shall not become a Member unless the Management Committee has consented thereto, (iii) AMG and its Affiliates the Manager Member may sell some (but not a majorityall) of their its LLC Interests to existing Non-Manager Members, and (iv) AMG and its Affiliates the Manager Member may sell all or any portion of their its LLC Interests to AMG or any Controlled an Affiliate of AMG, the Manager Member which shall thereafter be subject to the provisions contained herein with respect to the Manager Member or AMG; provided, however, that without the approval of the Management Board there shall be only one Manager Member. Notwithstanding anything else set forth herein, the Manager Member may, with the approval of the Management Boarda Majority Vote, sell or transfer as a result of a merger or consolidation all its interests in the LLC Interests in a single transaction or a series of related transactions, and, in any such case, each of the Non-Manager Members shall be required to sellsell or transfer, in the same transaction or transactions, all their LLC Interestsinterests in the LLC; provided, that the price to be received by all the Members shall be allocated among the Members as follows: (a) an amount equal to the sum of the positive balances, if any, of the in positive Capital Accounts shall be allocated among the Members having such Capital Accounts in proportion to such positive balances, and (b) the excess, if any, shall be allocated among all Members in accordance with their respective number of LLC Points at the time of such sale. Upon any of the foregoing transactions, the Manager Member shall make the appropriate revisions to Schedule A hereto. Solely for purposes of the foregoing sentence, Clar▇ ▇▇▇ll, for as long as he is a Member, be deemed to have a Capital Account equal to the sum of the Capital Accounts of the Original Principals multiplied by a fraction, the numerator of which is the number of LLC 50 55 Points held by him at the time of such transaction or transactions and the denominator of which is the total number of LLC Points then held by Original Principals and each other Original Principal shall be deemed to have a Capital Account, equal to his Capital Account multiplied by a fraction which is one (1) minus the fraction determined above with respect to Clar▇. (b) In the case of any Transfer upon foreclosure pursuant to Section 6.1(a)(i) above, each Transferee shall sign a counterpart signature page to this Agreement agreeing thereby to become either a Non-Manager Member or a Manager Member (provided, however, that once one such other Transferee elects to become a Manager Member, no Transferee transferee (other than a subsequent Transferee of such new Manager Member) may elect to be a Manager Member hereunder). If the Transferees transferees pursuant to Section 6.1(a)(i) above receive all the Manager Member's LLC Interests, and none of such Transferees transferees elects to become a Manager Member, then that shall be deemed to be an event of withdrawal by the Manager Member. If, however, one of the Transferees elects to become a Manager Member, and executes a counterpart signature page to this Agreement agreeing thereby to become a Manager Member, then notwithstanding any other provision hereof to the contrary, the old Manager Member shall thereupon be permitted to withdraw from the LLC as Manager Member. (c) In the case of a Transfer transfer pursuant to the penultimate sentence of Section 6.1(a) above, the Manager Member shall be deemed to have withdrawn, and its Transferee transferee shall be deemed to have become the Manager Member.