Common use of Permitted Transferees Clause in Contracts

Permitted Transferees. To the extent that the Member (or an applicable Permitted Transferee of the Member) validly transfers after the date hereof any or all of its Common Units and corresponding shares of Class B Common Stock after taking into account the Exchange Rate, to a Permitted Transferee of such Person or to any other Person in a transaction not in contravention of, and in accordance with, the LLC Agreement, then the transferee thereof shall have the right to execute and deliver a joinder to this Agreement, in the form attached hereto as Exhibit C. Upon execution of any such joinder, such transferee shall, with respect to such transferred Common Units and shares of Class B Common Stock, be entitled to all of the rights and bound by each of the obligations applicable to the relevant transferor hereunder; provided that the transferor shall remain entitled to all of the rights and bound by each of the obligations with respect to Common Units and shares of Class B Common Stock that were not so transferred.

Permitted Transferees. To the extent that the a Class B Member (or an applicable Permitted Transferee of the such Class B Member) validly transfers after the date hereof any or all of its Common Units Class B common units and corresponding shares of Class B Common Stock after taking into account the Exchange Rate, Shares to a Permitted Transferee of such Person or to any other Person in a transaction not in contravention of, and in accordance with, the LLC Operating Agreement, then the transferee thereof shall have the right to execute and deliver a joinder to this Agreement, in the form attached hereto as Exhibit C. and substance reasonably satisfactory to Evolent Health, Inc. Upon execution of any such joinder, such transferee shall, with respect to such transferred Common Units and shares of Class B Common Stockcommon units and Class B Shares, be entitled to all of the rights and bound by each of the obligations applicable to the relevant transferor hereunder; provided that the transferor shall remain entitled to all of the rights and bound by each of the obligations with respect to Common Units and shares of Class B Common Stock common units and Class B Shares that were not so transferred.

Permitted Transferees. To the extent that the a Member (or an applicable Permitted Transferee of the such Member) validly transfers after the date hereof any or all of its Common Units and corresponding shares of Class B Common Stock after taking into account the Exchange RateRate (to the extent that such Member holds such shares), to a Permitted Transferee of such Person or to any other Person in a transaction not in contravention of, and in accordance with, the LLC Agreement, then the transferee thereof shall have the right to execute and deliver a joinder to this Agreement, in the form attached hereto as Exhibit C. Upon execution of any such joinder, such transferee shall, with respect to such transferred Common Units and shares of Class B Common StockStock (to the extent that such Member holds such shares), be entitled to all of the rights and bound by each of the obligations applicable to the relevant transferor hereunder; provided that the transferor shall remain entitled to all of the rights and bound by each of the obligations with respect to Common Units and shares of Class B Common Stock (to the extent that such Member holds such shares) that were not so transferred.

Permitted Transferees. To the extent that the a Class B-1 Member (or an applicable Permitted Transferee of the such Class B-1 Member) validly transfers after the date hereof any or all of its Common Class B-1 Units and corresponding (together with an equivalent number shares of Class B Common Stock after taking into account the Exchange Rate, Stock) to a Permitted Transferee of such Person or to any other Person in a transaction not in contravention of, and in accordance with, the LLC Agreement, then the transferee thereof shall have the right to execute and deliver a joinder to this Agreement, in the form attached hereto as Exhibit C. and substance reasonably satisfactory to Pubco. Upon execution of any such joinder, such transferee shall, with respect to such transferred Common Class B-1 Units and shares of Class B Common Stock, be entitled to all of the rights and bound by each of the obligations applicable to the relevant transferor hereunder; provided that the transferor shall remain entitled to all of the rights and bound by each of the obligations with respect to Common Class B-1 Units and shares of Class B Common Stock that were not so transferred.

Permitted Transferees. To the extent that the a Member (or an applicable Permitted Transferee of the such Member) validly transfers after the date hereof any or all of its Common Units and corresponding shares of Class B Common Stock after taking into account the Exchange RateRate (to the extent that such Member holds such shares), to a Permitted Transferee of such Person or to any other Person in a transaction not in contravention of, and in accordance with, the LLC Agreement, then the transferee thereof shall have the right to execute and deliver a joinder to this Agreement, in the form attached hereto as Exhibit C. B. Upon execution of any such joinder, such transferee shall, with respect to such transferred Common Units and shares of Class B Common StockStock (to the extent that such Member holds such shares), be entitled to all of the rights and bound by each of the obligations applicable to the relevant transferor hereunder; provided that the transferor shall remain entitled to all of the rights and bound by each of the obligations with respect to Common Units and shares of Class B Common Stock (to the extent that such Member holds such shares) that were not so transferred.

Permitted Transferees. To the extent that the a Member (or an applicable Permitted Transferee of the such Member) validly transfers after the date hereof any or all of its Common Units and corresponding shares of Class B V Common Stock after taking into account the Exchange RateRate (to the extent that such Member holds such shares), to a Permitted Transferee of such Person or to any other Person in a transaction not in contravention of, and in accordance with, the LLC Agreement, then the transferee thereof shall have the right to execute and deliver a joinder to this Agreement, in the form attached hereto as Exhibit C. B. Upon execution of any such joinder, such transferee shall, with respect to such transferred Common Units and shares of Class B V Common StockStock (to the extent that such Member holds such shares), be entitled to all of the rights and bound by each of the obligations applicable to the relevant transferor hereunder; provided that the transferor shall remain entitled to all of the rights and bound by each of the obligations with respect to Common Units and shares of Class B V Common Stock (to the extent that such Member holds such shares) that were not so transferred.

Permitted Transferees. To the extent that the a Member (or an applicable Permitted Transferee of the such Member) validly transfers after the date hereof any or all of its Common Units and corresponding shares of Class B Common Stock after taking into account Shares (to the Exchange Rate, extent that such Member holds such Class B Shares) to a Permitted Transferee of such Person or to any other Person in a transaction not in contravention of, and in accordance with, the LLC Operating Agreement, then the transferee thereof shall have the right to execute and deliver a joinder to this Agreement, in the form attached hereto as Exhibit C. and substance reasonably satisfactory to OTG EXP. Upon execution of any such joinder, such transferee shall, with respect to such transferred Common Units and shares of Class B Common StockShares (to the extent that such Member holds such Class B Shares), be entitled to all of the rights and bound by each of the obligations applicable to the relevant transferor hereunder; provided that the transferor shall remain entitled to all of the rights and bound by each of the obligations with respect to Common Units and shares of Class B Common Stock Shares (to the extent that such Member holds such Class B Shares) that were not so transferred.

Permitted Transferees. To the extent that the Member Holder (or an applicable Permitted Transferee of the MemberHolder) validly transfers after the date hereof any or all of its Common Class B Units and corresponding shares of Class B Common Stock after taking into account the Exchange Rate, to a Permitted Transferee of such Person or to any other Person in a transaction not in contravention of, and in accordance with, the LLC Agreement, then the transferee thereof shall have the right to execute and deliver a joinder to this Agreement, in the form attached hereto as Exhibit C. Upon execution of any such joinder, such transferee shall, with respect to such transferred Common Class B Units and shares of Class B Common Stock, be entitled to all of the rights and bound by each of the obligations applicable to the relevant transferor hereunder; provided that the transferor shall remain entitled to all of the rights and bound by each of the obligations with respect to Common Class B Units and shares of Class B Common Stock that were not so transferred.