Common use of Transferees Clause in Contracts

Transferees. A transferee of a Member who receives a Transfer of such Member’s Interest shall be entitled to receive the share of Company income, gains, losses, deductions, credits and distributions to which its transferor would have been entitled. However, the transferee of any Interest shall not become a Member of the Company unless: (a) the instrument of assignment so provides, (b) the admission of such transferee as a Member is consented to by the Board of Directors; provided, that (i) the transfer by LINN to any of its Wholly-Owned Subsidiaries of any LINN Incentive Interests shall not require such consent so long as the conditions set forth in clause (a) and (c) of this Section 9.2 are satisfied and (c) such transferee agrees in writing to be bound as a Member by this Agreement, the Certificate and any other agreements then existing by and among the Members. Upon becoming a Member, such transferee shall have all of the rights and powers of, shall be subject to all of the restrictions applicable to, shall assume all of the obligations of, and shall succeed to the status of, its predecessor, and shall in all respects be a Member under this Agreement. The use of the term “Member” in this Agreement shall be deemed to include any such additional Members. Until such transferee is admitted as a Member pursuant to this Section 9.2, (a) such transferee shall not be entitled to participate in the governance of the Company or to exercise any voting or other rights or powers of a Member, except for the rights described in the first sentence of this Section 9.2, and (b) the transferor Member shall continue to be a Member and to be entitled to exercise any rights or powers of a Member with respect to the Interest Transferred.

Transferees. A The transferee of a Member who receives a Transfer any Interest that has been Transferred in compliance with the provisions of such Member’s Interest this Article 9 shall be entitled to receive the share of Company income, gains, losses, deductions, credits and distributions to which its transferor would have been entitled. Howeverentitled with respect to such Interest; provided, the however, that such transferee of any Interest shall not be so entitled and shall not become a Member of the Company with respect to such Interest unless: (a) the instrument of assignment so provides, ; (b) a majority of votes held by the Managers (other than any Manager appointed by the transferor, if applicable), in its sole discretion, consents to the admission of such transferee as a Member is consented to by Member; provided, consent of the Board of Directors; provided, that Managers under this clause (ib) the transfer by LINN to any of its Wholly-Owned Subsidiaries of any LINN Incentive Interests shall not require be required if such consent so long transferee is a Permitted Transferee of the transferor unless and until such transferee is no longer a Permitted Transferee of the transferor (because, for example, the transferor no longer Controls such transferee) in which case such transferee shall be an assignee hereunder but not a Member (unless the Board of Managers consents to the admission of such transferee at such time as the conditions set forth in clause (a) and (c) of this Section 9.2 are satisfied a Member); and (c) such transferee agrees in writing to be bound as a Member by this Agreement, the Certificate and any other agreements then existing by and among the Members. Upon becoming a Member, such transferee shall have all of the rights and powers of, shall be subject to all of the restrictions applicable to, shall assume all of the obligations of, and shall succeed to the status of, its predecessor, and shall in all respects be a Member under this Agreement. Any transferee of an Interest who is admitted to the Company as a Member shall be considered for all purposes to be a Member of the same class as his transferor. The use of the term “Member” in this Agreement shall be deemed to include any such additional Members. Until such transferee is admitted as a Member pursuant to this Section 9.29.5, (ax) such transferee shall not be entitled to participate in the governance management of the Company or to exercise any voting or other rights or powers of a Member, except for the rights described in the first sentence of this Section 9.2, 9.5 and (by) the transferor Member shall continue to be a Member and to be entitled to exercise any rights or powers of a Member with respect to the Interest Transferred. A Permitted Transferee of any Investor Party in a transfer designated in Section 9.2(a)(ii) and Section 9.2(a)(iii), and a transferee of Potentially Restricted Member in a transfer designated in Section 9.3(b), shall be admitted as a Member subject only to satisfaction of clause (c) hereof.

Transferees. A permitted transferee of a Member who receives a Transfer of such Member’s Interest shall be entitled to receive the share of Company income, gains, losses, deductions, credits and distributions to which its transferor would have been entitled. However, the transferee of any Interest shall not become a Member of the Company unless: (a) the instrument of assignment so provides, ; (b) the admission of such transferee as a Member is consented to by the Board of Directors; provided, that (i) the transfer by LINN to any of its Wholly-Owned Subsidiaries of any LINN Incentive Interests shall not require such consent so long as the conditions set forth in clause (a) and (c) of this Section 9.2 are satisfied and (c) such transferee agrees in writing to be bound as a Member by this Agreement, the Certificate and any other agreements then existing by and among ; (c) all of the Members, in their sole discretion, consent to the admission of such transferee as a Member (which consent shall automatically be deemed given in the case of an Affiliate transfer permitted under Section 12.1); and (d) the underlying transfer could not reasonably be expected to result in the Company being treated as a corporation or otherwise being taxed as an entity for federal income tax purposes; provided, however, that such consent shall not be required with respect to a transfer that is approved by the Members or is otherwise permitted pursuant to the terms of this Agreement. Upon becoming a Member, such transferee shall have all of the rights and powers of, shall be subject to all of the restrictions applicable to, shall assume all of the obligations of, and shall succeed to the status of, its predecessor, and shall in all respects be a Member under this Agreement. Any transferee of an Interest who is admitted to the Company as a Member shall be considered for all purposes to be a Member of the same class as his transferor. The use of the term “Member” in this Agreement shall be deemed to include any such additional Members. Until such transferee is admitted as a Member pursuant to this Section 9.212.2, (a) such transferee shall not be entitled to participate in the governance management of the Company or to exercise any voting or other rights or powers of a Member, except for the rights described in the first sentence of this Section 9.212.2, and (b) the transferor Member shall continue to be a Member and to be entitled to exercise any rights or powers of a Member with respect to the Interest Transferredtransferred.

Transferees. A transferee of a Member who receives a Transfer of such Member’s an Interest effected in accordance with this Agreement shall be entitled to receive the share of Company income, gains, losses, deductions, credits and distributions to which its transferor would have been entitled. However, ; provided that the transferee of any Interest shall not become a Member of the Company unless: (a) the instrument of assignment so provides, ; (bb)(i) such transferee received its Interest in a Permitted Transfer xxxx a Transfer approved in accordance with Section 7.1 or (ii) the admission of such transferee as as) a Member is consented to by the Board of DirectorsMembers, in their sole discretion; provided, that (i) the transfer by LINN to any of its Wholly-Owned Subsidiaries of any LINN Incentive Interests shall not require such consent so long as the conditions set forth in clause (a) and (c) of this Section 9.2 are satisfied and (c) such transferee agrees transfereeagrees in writing to be bound as a Member by this Agreement, the Certificate and any other agreements then existing by and among the Members. Upon becoming a Member, such transferee shall have all of the rights and powers of, shall be subject to all of the restrictions applicable to, shall assume all of the obligations of, and shall succeed to the status of, its predecessor, and shall in all respects be a Member under this Agreement. The use of the term “Member” in this Agreement shall be deemed to include any such additional Members. Until such transferee is admitted as a Member pursuant to this Section 9.27.2, (a) such transferee shall not be entitled to participate in the governance management of the Company or to exercise any voting or other rights or powers of a Member, except for the rights described in the first sentence of this Section 9.27.2, and (b) the transferor Member shall continue to be a Member and to be entitled to exercise any rights or powers of a Member with respect to the Interest Transferred.

Transferees. A (a) Any Person who at any time becomes the holder of record of a Membership Unit will, upon becoming such and upon compliance with the provisions of this Section 9.05(a), be admitted to the Company as a Member and will be bound by the provisions of this Agreement with the same force and effect as though such Person were a signatory hereto. Notwithstanding anything to the contrary contained in this Agreement, no transferee of a Member who receives a Transfer of such Member’s Interest shall be entitled to receive the share of Company income, gains, losses, deductions, credits and distributions to which its transferor would have been entitled. However, the transferee all or any portion of any Interest shall not become be admitted as a Member unless (i) such Interest is transferred in compliance with the applicable provisions of this Agreement, (ii) the transferor shall have provided each of the other Members with written notice of any transfer of any Interest in the Company unless: (a) with sufficient details to give effect to the instrument provisions of assignment so providesthis Agreement, including the Percentage Interest transferred), (biii) if required by Section 9.01, such Transfer shall have been approved in writing by the requisite Members (which consent may be withheld in their sole and absolute discretion), and (iv) such transferee shall have executed and delivered to the Company such instruments as the Board of Managers reasonably deems necessary or desirable to effectuate the admission of such transferee as a Member is consented and to confirm the agreement of such transferee to be bound by all of the Board terms, provisions and obligations of Directors; providedthis Agreement with respect to such Interest. At the request of the Company, each such transferee shall also cause to be delivered to the Company, at the transferee's sole cost and expense, a favorable opinion of legal counsel reasonably acceptable to the Company, to the effect that (i) the transfer by LINN to any of its Wholly-Owned Subsidiaries of any LINN Incentive Interests shall not require such consent so long as the conditions set forth in clause (a) and (c) of this Section 9.2 are satisfied and (c1) such transferee agrees in writing has the legal right, power and capacity to own the Interest proposed to be bound as a Member by this Agreement, the Certificate and any other agreements then existing by and among the Members. Upon becoming a Member, such transferee shall have all of the rights and powers of, shall be subject to all of the restrictions applicable to, shall assume all of the obligations of, and shall succeed to the status of, its predecessor, and shall in all respects be a Member under this Agreement. The use of the term “Member” in this Agreement shall be deemed to include any such additional Members. Until such transferee is admitted as a Member pursuant to this Section 9.2transferred, (a2) such transferee shall Transfer does not be entitled to participate in the governance violate any provision of any loan agreement of the Company or to exercise any voting of its Subsidiaries or any mortgage, deed of trust or other rights security instrument encumbering all or powers any portion of the Property, and (3) such Transfer does not violate any U.S. federal or state security laws and will not cause the Company to become subject to the Investment Company Act of 1940, as amended or cause the Company to be taxable as a Member, except for corporation under the rights described in Code. The provisions of clauses (i) and (ii) of the first second sentence of this Section 9.29.05(a) and clause (2) of the third sentence of this Section 9.05(a) shall not apply to any transferee in respect of any Membership Unit Transferred upon any exercise of the Warrant in accordance with its terms or to any Transfer of any Interest acquired directly or indirectly pursuant to any such exercise of the Warrant to a Person who is or was a lender or agent under the Credit Agreement. As promptly as practicable after the admission of any Person as a Member, the books and (b) records of the transferor Company shall be changed to reflect such admission. All reasonable costs and expenses incurred by the Company in connection with any Transfer of any Interest and, if applicable, the admission of any transferee as a Member shall continue to be a Member and to be entitled to exercise any rights or powers of a Member with respect to the Interest Transferredpaid by such transferee.

Transferees. A permitted transferee of a Member who receives a Transfer of such Member’s Interest shall be entitled to receive the share of Company income, gains, losses, deductions, credits and distributions to which its transferor would have been entitled. However, the transferee of any Interest shall not become a Member of the Company unless: (a) the instrument of assignment so provides, ; (b) the admission of such transferee as a Member is consented to by the Board of Directors; provided, that (i) the transfer by LINN to any of its Wholly-Owned Subsidiaries of any LINN Incentive Interests shall not require such consent so long as the conditions set forth in clause (a) and (c) of this Section 9.2 are satisfied and (c) such transferee agrees in writing to be bound as a Member by this Agreement, the Certificate and any other agreements then existing by and among ; (c) all of the Members, in their sole discretion, consent to the admission of such transferee as a Member; and (d) the underlying transfer could not reasonably be expected to result in the Company being treated as a corporation or otherwise being taxed as an entity for federal income tax purposes; provided, however, that such consent shall not be required with respect to a transfer that is approved by the Members or is otherwise permitted pursuant to the terms of this Agreement. Upon becoming a Member, such transferee shall have all of the rights and powers of, shall be subject to all of the restrictions applicable to, shall assume all of the obligations of, and shall succeed to the status of, its predecessor, and shall in all respects be a Member under this Agreement. Any transferee of an Interest who is admitted to the Company as a Member shall be considered for all purposes to be a Member of the same class as his transferor. The use of the term “Member” in this Agreement shall be deemed to include any such additional Members. Until such transferee is admitted as a Member pursuant to this Section 9.212.2, (a) such transferee shall not be entitled to participate in the governance management of the Company or to exercise any voting or other rights or powers of a Member, except for the rights described in the first sentence of this Section 9.212.2, and (b) the transferor Member shall continue to be a Member and to be entitled to exercise any rights or powers of a Member with respect to the Interest Transferredtransferred.