10.3 transferee not member in absence of consent.
(a) except as provided in this section 10.3(a) and section 10.6, if members holding twothirds of the voting interests (including the voting interest of the member proposing to sell its ownership interest) do not approve by written consent the proposed sale of the selling equity owner's ownership interest to a transferee which is not a member immediately prior to the sale, then the proposed transferee shall have no right to participate in the management of the business and affairs of the company or to become a member. such transferee shall be merely an economic interest owner. no sale of a member's membership interest (including any sale of the economic interest or any other sale which has not been approved as provided herein) shall be effective unless and until written notice (including the name and address of the proposed transferee and the date of such sale) has been provided to the company and the nontransferring members.
(b) upon and contemporaneously with any sale of a member's ownership interest, the selling equity owner shall cease to have any residual rights associated with the ownership interest transferred to the transferee.
10.4 additional conditions to recognition of transferee.
(a) if a selling equity owner sells an ownership interest to a person who is not already a member, as a condition to recognizing one or more of the effectiveness and binding nature of such sale (subject to section 10.3 above), the remaining members may require the transferring equity owner and the proposed successorininterest to execute, acknowledge and deliver to the manager such instruments of transfer, assignment and assumption and such other certificates, representations and documents, and to perform all such other acts which the manager may deem necessary or desirable to accomplish any one or more of the following:
(1) constitute such successorininterest as an equity owner;
(2) confirm that the proposed successorininterest as an economic interest owner, or to be admitted as a member, has accepted, assumed and agreed to be subject and bound by all of the terms, obligations and conditions of this agreement, as the same may have been further amended (whether such person is to be admitted as a new member or will merely be an economic interest owner);
(3) preserve the company after the completion of such sale, under the laws of each jurisdiction in which the company is qualified, organized or does business;