Withdrawal of Managing Members Sample Clauses

Withdrawal of Managing Members. Without the consent of the Independent Directors and the Members, which shall be obtained through a Non-Investment Company Act Vote pursuant to Section 3.2, the Managing Members shall not have the right to withdraw from the Fund generally or to sell, transfer, assign, hypothecate, pledge or otherwise dispose of or encumber all or any part of its Units as the Managing Members; provided that, without any consent of the Members, the Managing Members may, at the Managing Member’s expense, be reconstituted as or converted into another form of entity (any such reconstituted or converted entity being deemed to be the Managing Members for all purposes hereof) by merger, consolidation or otherwise, so long as such reconstitution or conversion does not have adverse tax or legal consequences for the Members and a majority of the Members shall not have made a reasonable objection to such transaction prior to the effective date thereof; provided, further, that, to the extent permitted by Applicable Law, the Managing Members may transfer their Units as Managing Members to an entity that is not affiliated with the Managing Member or the Investment Manager if the Managing Member, in its sole discretion, deems such transfer necessary or advisable to address Applicable Law to the Fund so long as a majority of the Members shall not, after notice, have made a reasonable objection to such transfer prior to the effective date thereof. Notwithstanding anything to the contrary herein, the provisions of this Section 10.1 shall not apply with respect to the actions contemplated by Sections 4.1(e) or 4.5 hereof. In the event of a permitted assignment or other transfer of all of their Units as Managing Members in accordance with this Agreement, the Managing Members shall withdraw as Managing Members and each of their assignees or transferees shall be substituted in their place and admitted to the Fund as the Managing Members.