Common use of Member Transfers Clause in Contracts

Member Transfers. (a) Except as otherwise agreed to in writing between the Manager and the applicable Member and reflected in the books and records of the Company, no Member or Assignee thereof may Transfer (including pursuant to an Exchange Transaction) all or any portion of its Units or other interest in the Company (or beneficial interest therein) without the prior consent of the Manager, which consent may be given or withheld, or made subject to such conditions (including, without limitation, the receipt of such legal opinions and other documents that the Manager may require) as are determined by the Manager, in each case in the Manager’s sole discretion, and which consent may be in the form of a plan or program entered into or approved by the Manager, in its sole discretion. Any such determination in the Manager’s discretion in respect of Units shall be final and binding. Such determinations need not be uniform and may be made selectively among Members, whether or not such Members are similarly situated, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. Any purported Transfer of Units that is not in accordance with, or subsequently violates, this Agreement shall be, to the fullest extent permitted by law, null and void. (b) Notwithstanding the foregoing, the parties hereto agree that the Manager shall not unreasonably withhold consent to any Transfer of Units (i) by will or intestacy; (ii) as a bona fide gift or gifts; (iii) to any trust, partnership, limited liability company or other entity for the direct or indirect benefit of the holder or the immediate family of such holder; (iv) to any immediate family member or other dependent of the holder; (v) as a distribution to limited partners, members or stockholders of the holder; (vi) to the holder’s affiliates or to any investment fund or other entity controlled or managed by the holder; (vii) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under the foregoing clauses (i) through (vi); or (viii) pursuant to an order of a court or regulatory agency. (c) Notwithstanding anything otherwise to the contrary in this Section 8.03, each Member may Transfer Units in Exchange Transactions pursuant to, and in accordance with, the Exchange Agreement; provided that such Exchange Transactions shall be effected in compliance with policies that the Manager may adopt or promulgate from time to time (including policies requiring the use of designated administrators or brokers) in its sole discretion. (d) Notwithstanding anything otherwise to the contrary in this Section 8.03, a Personal Planning Vehicle of a Member may Transfer Units: (i) to the donor thereof; (ii) if the Personal Planning Vehicle is a grantor retained annuity trust and the trustee(s) of such grantor retained annuity trust is obligated to make one or more distributions to the donor of the grantor retained annuity trust, the estate of the donor of the grantor retained annuity trust, the spouse of the donor of the grantor retained annuity trust or the estate of the spouse of the donor of the grantor retained annuity trust, to any such Persons; or (iii) upon the death of such Member, to the spouse of such Member or a trust for which a deduction under Section 2056 or 2056A (or any successor provisions) of the Code may be sought.

Member Transfers. (a) Except as otherwise agreed to in writing between the Manager Board and the applicable Member and reflected in the books and records Schedule of the CompanyMembers or as otherwise expressly provided in this Article VIII, no Member or Assignee thereof may Transfer (including pursuant to an Exchange Transaction) all or any portion of its Units or other interest in the Company securities (or beneficial interest therein) without the prior consent of the ManagerBoard, which consent may be given or withheld, or made subject to such conditions (including, without limitation, the receipt of such legal opinions and other documents that the Manager Board may require) as are determined by the ManagerBoard, in each case case, in the ManagerBoard’s sole discretion, and which consent may be in the form of a plan or program entered into or approved by the ManagerBoard, in its sole discretion. Any such determination in the ManagerBoard’s discretion in respect of the Transfer of Units shall or other Company securities shall, to the fullest extent permitted by applicable Law, be final and binding. Such determinations need not be uniform and may be made selectively among Members, whether or not such Members are similarly situated, and shall shall, to the fullest extent permitted by applicable Law, not constitute the breach by any Manager of this Agreement or of any duty (including any fiduciary duty) hereunder or otherwise existing at law, in equity or otherwise. Any purported Transfer of Units that is not in accordance with, or subsequently violates, this Agreement shall be, to the fullest extent permitted by lawapplicable Law, null and void. (b) Notwithstanding the foregoing, the parties hereto agree that the Manager Board shall not unreasonably withhold its prior consent to any Transfer of Units Units: (i) by will or intestacy; (ii) as a bona fide gift or gifts; (iii) to any trust, partnership, limited liability company or other entity for the direct or indirect benefit of the holder Member or Assignee or the immediate family of such holderMember or Assignee; (iv) to any immediate family member or other dependent of the holderMember or Assignee; (v) as a distribution to limited partners, members or stockholders of the holderMember or Assignee; (vi) to the holderMember’s affiliates or Assignee’s Affiliates or to any investment fund or other entity controlled or managed by the holderMember or Assignee; (vii) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under the foregoing clauses (i) through (vi); or (viii) pursuant to an order of a court or regulatory agencyagency to which the Member or Assignee or the Member’s or Assignee’s Unit are subject. (c) Notwithstanding anything otherwise to the contrary in this Section 8.03, without the consent of the Board or any other Person, each Member that is a Principal Stockholder may Transfer or otherwise create an Encumbrance with respect to all or any portion of its Units in a Transfer not in violation of Section 8.06(b). (d) Notwithstanding anything otherwise to the contrary in this Section 8.03, each Member may Transfer Vested Units that are vested as of the date of such Exchange Transaction in an Exchange Transactions Transaction pursuant to, and in accordance with, the Exchange Agreement; provided , including, for clarity, that in the case of any Member other than a Principal Stockholder, such Exchange Transactions Transaction shall be effected in compliance with reasonable policies that the Manager Board may adopt or promulgate from time to time (including policies requiring the use of designated administrators or brokers) in its sole discretion. (de) Notwithstanding anything otherwise to the contrary in this Section 8.03, a Personal Planning Vehicle the Board may implement policies and procedures to permit the Transfer of a Member may Units by the Members for personal planning purposes and any such Transfer Units: (i) to effected in compliance with such policies and procedures shall not require the donor thereof; (ii) if the Personal Planning Vehicle is a grantor retained annuity trust and the trustee(s) of such grantor retained annuity trust is obligated to make one or more distributions to the donor prior consent of the grantor retained annuity trust, the estate of the donor of the grantor retained annuity trust, the spouse of the donor of the grantor retained annuity trust or the estate of the spouse of the donor of the grantor retained annuity trust, to any such Persons; or (iii) upon the death of such Member, to the spouse of such Member or a trust for which a deduction under Section 2056 or 2056A (or any successor provisions) of the Code may be soughtBoard.

Member Transfers. (a) Except as otherwise agreed to in writing between the Manager Managing Member and the applicable Member and reflected in the books and records of the Company, no Member or Assignee thereof may Transfer (including pursuant to an Exchange Transaction) all or any portion of its Units or other interest in the Company (or beneficial interest therein) without the prior consent of the ManagerManaging Member, which consent may be given or withheld, or made subject to such conditions (including, without limitation, the receipt of such legal opinions and other documents that the Manager Managing Member may require) as are determined by the ManagerManaging Member, in each case in the ManagerManaging Member’s sole discretion, and which consent may be in the form of a plan or program entered into or approved by the ManagerManaging Member, in its sole discretion. Any such determination in the ManagerManaging Member’s discretion in respect of Units shall be final and binding. Such determinations need not be uniform and may be made selectively among Members, whether or not such Members are similarly situated, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. Any purported Transfer of Units that is not in accordance with, or subsequently violates, this Agreement shall be, to the fullest extent permitted by law, null and void. (b) Notwithstanding the foregoing, the parties hereto agree that the Manager Managing Member shall not unreasonably withhold consent to any Transfer of Units (i) by will or intestacy; (ii) as a bona fide gift or gifts; (iii) to any trust, partnership, limited liability company or other entity for the direct or indirect benefit of the holder or the immediate family of such holder; (iv) to any immediate family member or other dependent of the holder; (v) as a distribution to limited partners, members or stockholders of the holder; (vi) to the holder’s affiliates or to any investment fund or other entity controlled or managed by the holder; (vii) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under the foregoing clauses (i) through (vi); or (viii) pursuant to an order of a court or regulatory agency. (c) Notwithstanding anything otherwise to the contrary in this Section 8.038.02, each Member may Transfer Units in Exchange Transactions pursuant to, and in accordance with, the Exchange Agreement; provided that such Exchange Transactions shall be effected in compliance with policies that the Manager Managing Member may adopt or promulgate from time to time (including policies requiring the use of designated administrators or brokers) in its sole discretion; provided further that prior to the fifth anniversary of the date hereof, no Member may Transfer, without the prior consent of the Managing Member, any shares of Class A common stock of the Managing Member received by such Member in exchange for Units pursuant to an Exchange Transaction. Notwithstanding the foregoing, from and after the third and fourth anniversaries of the date hereof, each Member may Transfer shares of Class A common stock of the Managing Member, which shares were received by such Member in exchange for Units pursuant to Exchange Transactions, representing no more than 33 1/3% and 66 2/3%, respectively, of the Units held by such Member on the date hereof, without the prior consent of the Managing Member. (d) Notwithstanding anything otherwise to the contrary in this Section 8.038.02, a Personal Planning Vehicle of a Member may Transfer Units: (i) to the donor thereof; (ii) if the Personal Planning Vehicle is a grantor retained annuity trust and the trustee(s) of such grantor retained annuity trust is obligated to make one or more distributions to the donor of the grantor retained annuity trust, the estate of the donor of the grantor retained annuity trust, the spouse of the donor of the grantor retained annuity trust or the estate of the spouse of the donor of the grantor retained annuity trust, to any such Persons; or (iii) upon the death of such Member, to the spouse of such Member or a trust for which a deduction under Section 2056 or 2056A (or any successor provisions) of the Code may be sought.

Member Transfers. (a) Except as otherwise agreed to in writing between the Manager Managing Member and the applicable Member and reflected in the books and records of the Company, no Member or Assignee thereof may Transfer (including pursuant to an Exchange Transaction) all or any portion of its Units or other interest in the Company (or beneficial interest therein) without the prior consent of the ManagerManaging Member, which consent may be given or withheld, or made subject to such conditions (including, without limitation, the receipt of such legal opinions and other documents that the Manager Managing Member may require) as are determined by the ManagerManaging Member, in each case in the ManagerManaging Member’s sole discretion, and which consent may be in the form of a plan or program entered into or approved by the ManagerManaging Member, in its sole discretion. Any such determination in the ManagerManaging Member’s discretion in respect of Units shall be final and binding. Such determinations need not be uniform and may be made selectively among Members, whether or not such Members are similarly situated, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. Any purported Transfer of Units that is not in accordance with, or subsequently violates, this Agreement shall be, to the fullest extent permitted by law, null and void. (b) Notwithstanding the foregoing, the parties hereto agree that the Manager Managing Member shall not unreasonably withhold consent to any Transfer of Units (i) by will or intestacy; (ii) as a bona fide gift or gifts; (iii) to any trust, partnership, limited liability company or other entity for the direct or indirect benefit of the holder or the immediate family of such holder; (iv) to any immediate family member or other dependent of the holder; (v) as a distribution to limited partners, members or stockholders of the holder; (vi) to the holder’s affiliates or to any investment fund or other entity controlled or managed by the holder; (vii) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under the foregoing clauses (i) through (vi); or (viii) pursuant to an order of a court or regulatory agency. (c) Notwithstanding anything otherwise to the contrary in this Section 8.03, each Member may Transfer Units in Exchange Transactions pursuant to, and in accordance with, the Exchange Agreement; provided that such Exchange Transactions shall be effected in compliance with policies that the Manager Managing Member may adopt or promulgate from time to time (including policies requiring the use of designated administrators or brokers) in its sole discretion; provided further that prior to the fifth anniversary of the date hereof, no Member may Transfer, without the prior consent of the Managing Member, any shares of Class A common stock of the Managing Member received by such Member in exchange for Units pursuant to an Exchange Transaction. Notwithstanding the foregoing, from and after the third and fourth anniversaries of the date hereof, each Member may Transfer shares of Class A common stock of the Managing Member, which shares were received by such Member in exchange for Units pursuant to Exchange Transactions, representing no more than 33 1/3% and 66 2/3%, respectively, of the Units held by such Member on the date hereof, without the prior consent of the Managing Member. (d) Notwithstanding anything otherwise to the contrary in this Section 8.03, a Personal Planning Vehicle of a Member may Transfer Units: (i) to the donor thereof; (ii) if the Personal Planning Vehicle is a grantor retained annuity trust and the trustee(s) of such grantor retained annuity trust is obligated to make one or more distributions to the donor of the grantor retained annuity trust, the estate of the donor of the grantor retained annuity trust, the spouse of the donor of the grantor retained annuity trust or the estate of the spouse of the donor of the grantor retained annuity trust, to any such Persons; or (iii) upon the death of such Member, to the spouse of such Member or a trust for which a deduction under Section 2056 or 2056A (or any successor provisions) of the Code may be sought.