Common use of Restricted Transfer Clause in Contracts

Restricted Transfer. (a) No Member will directly or indirectly Transfer any Unit or Units (including all or any portion of any Management Incentive Unit) or all or any part of the economic or other rights that comprise such Member’s interest in the Company except (i) Transfers to a Permitted Transferee in compliance with this Article VIII, (ii) with the prior written consent of the Managing Member, (iii) a Permitted Pledge Transfer or (iv) solely in the case of a limited partner in an investment fund that indirectly holds Units, indirect Transfers of Units by such limited partner in connection with the Transfer of its interest in the applicable investment fund. Any attempted Transfer not in compliance with the terms of this Article VIII will be null and void and the Company will not in any way give effect to any such Transfer. In addition to the foregoing, no Member will, and each Member will cause its Affiliates not to, circumvent the provisions of this Agreement by Transferring (or permitting the Transfer of) its securities or any entity whose primary purpose is to hold (directly or indirectly) Units unless such Transfer is otherwise in compliance with the terms of this Article VIII.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (McAfee Corp.), Limited Liability Company Agreement (McAfee Corp.)

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Restricted Transfer. (a) No Member will directly or indirectly Transfer any Unit or Units (including all or any portion of any Management Incentive Unit) or all or any part of the economic or other rights that comprise such Member’s interest in the Company except (i) Transfers to a Permitted Transferee in compliance with this Article ‎Article VIII, (ii) with the prior written consent of the Managing MemberManager, (iii) a Permitted Pledge Transfer or (iv) solely in the case of a limited partner in an investment fund that indirectly holds Units, indirect Transfers of Units by such limited partner in connection with the Transfer of its interest in the applicable investment fund, or (iv) any indirect Transfer of Units held by the Manager by virtue of any Transfer of Equity Securities in PubCo. Any attempted Transfer not in compliance with the terms of this Article ‎Article VIII will be null and void and the Company will not in any way give effect to any such Transfer. In addition to the foregoing, no Member will, and each Member will cause its Affiliates not to, circumvent the provisions of this Agreement by Transferring (or permitting the Transfer of) its securities or any entity whose primary purpose is to hold (directly or indirectly) Units unless such Transfer is otherwise in compliance with the terms of this Article ‎Article VIII.

Appears in 2 contracts

Samples: Operating Agreement (Falcon's Beyond Global, Inc.), Tax Receivable Agreement (FAST Acquisition Corp. II)

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