Restrictions on Transfer of Member Interests. (a) Prior to the consummation of any Transfer under this Article IX, the transferor and/or the transferee shall deliver to the Corporate Manager such opinions, certificates and other documents as the Corporate Manager shall reasonably request in connection with such Transfer.
Restrictions on Transfer of Member Interests. (a) Except as permitted pursuant to Section 9.3, no Member may offer, sell, assign, or otherwise transfer all or any portion of its Member Interest, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a "Transfer"), until the third anniversary of the Operations Date; provided, however, that the foregoing shall not prohibit the pledge or hypothecation of any Member's interest for financing purposes. Any such purported Transfer shall be considered to be null and void ab initio and shall not be given effect.
Restrictions on Transfer of Member Interests. (a) Subject to the following sentence, a holder of Member Interests may Transfer (as defined below) any Member Interest or interest therein to any Person, subject to compliance with the terms and conditions of Section 11 and, to the extent applicable, Section 5(b), and in accordance with the applicable terms and conditions of the Operating Agreement. Except for any Transfer made pursuant to Section 5(b), Section 5(c) or Section 6, no Management Member may Transfer any Class A Common Units and/or Class C Common Units or interest therein unless such Transfer is approved in writing by a Majority of the Board and otherwise complies with the terms and conditions of this Section 5, Section 11 and the Operating Agreement.
Restrictions on Transfer of Member Interests. Except to the extent specifically permitted or required by this Agreement, neither Member may transfer its Member Interest or any interest in it. For purposes of this Article, ‘‘transfer’’ and its derivatives include all forms of direct or indirect transfer or disposition, voluntary or involuntary, by operation of law or otherwise, as well as the creation of any Encumbrance on all or any part of a Member Interest. The provisions of this Article 6 replace, eliminate and otherwise supplant any contrary provisions in the DLLCA (including DLLCA § 18–702) that permit the assignment of a limited liability company interest.
Restrictions on Transfer of Member Interests. Except to the extent specifically permitted or required by this Agreement, neither Member may transfer its Member Interest or any interest in it without the prior written consent of the other Member, which consent may be granted or withheld by such party in its sole discretion; provided, however, that if such transfer shall be to an entity that is wholly owned by such party, directly or indirectly (or, in the case of International, wholly owned directly or indirectly by Navistar International Corporation), then such consent may not be unreasonably withheld; provided, further, however, that the transferring Member (and in the case of International, ITEC) shall continue to be the primary obligor of the obligations under this Agreement. For purposes of this Article, “Transfer” and its derivatives include all forms of direct or indirect transfer or disposition, voluntary or involuntary, by operation of law, by direct or indirect sale of stock or equity interests, or other direct or indirect change of control of the Member or otherwise, as well as the creation of any Encumbrance on all or any part of a Member Interest; provided, however, that the change of control of Monaco or Navistar International Corporation shall not be deemed a “Transfer” for purposes of this Agreement, unless such change of control constitutes a Change of Control under Section 7.2(a)(vi). The provisions of this Article VI replace, eliminate and otherwise supplant any contrary provisions in the DLLCA (including DLLCA § 18—702) that permit the assignment of a limited liability company interest.
Restrictions on Transfer of Member Interests. (a) Except as permitted herein, no Member may offer or otherwise Transfer all or any portion of its Member Interest; provided, however, that the foregoing shall not prohibit the pledge or hypothecation of any Member's interest for financing purposes subject to the provisions of the Bankruptcy Code, as applicable (collectively, a "Pledge") and such Pledge shall not be considered a "Transfer" hereunder for purposes of Article VIII unless and until a Transfer shall have subsequently occured. Any purported Transfer or Pledge not permitted under this Article VIII shall be considered to be null and void ab initio and shall not be given effect. (b) Prior to the consummation of any Transfer or Pledge permitted under this Article VIII, the transferor and/or the transferee shall deliver to the Manager such opinions, certificates and other documents as the Manager shall reasonably request in connection with such Transfer or Pledge. (c) Notwithstanding any other provision of this Agreement, including the provisions of this Article VIII, no Member may effect a Transfer or Pledge of its Member Interest, in whole or in part: (i) If, in the opinion of legal counsel for the Company, such proposed Transfer or Pledge would require the registration of the Member Interest under the Securities Act of 1933 or would otherwise violate any applicable federal or state securities law; (ii) If, in the opinion of legal counsel for the Company, such Transfer or Pledge would cause the Company to be regarded as a publicly-traded partnership under Code Section 7704; or (iii) If such proposed Transfer or Pledge would cause a termination of the partnership for tax purposes under Code Section 708(b)(1)(B) (because of the Transfer or Pledge in any 12-month period of 50% or more of the capital and profits of the Company); or (iv) The Manager has not received, to its reasonable satisfaction, the information required by Section 8.2(b). SECTION 8.3
