10.7 substitution of a member.
(a) no assignee, legatee, or transferee (by conveyance, operation of law or otherwise) of the whole or any portion of a member's interest in the company shall have the right to become a substituted member without the written consent of members having a sharing ratio of more than 50%; provided, that aaa hereby consents to ust becoming a substitute member upon the transfer of bbb's class a units to ust. the granting or denial of a request for such written consent shall be within the absolute discretion of each member. a substituted member shall succeed to all the rights and interest of its assignor in the company. an assignee of a member that is not aaatted as a member shall be entitled only to the distributions to which its assignor would otherwise be entitled.
(b) if a member shall be dissolved, merged or consolidated, its successor in interest shall have the same rights and obligations that such member would have had if it had not been dissolved, merged or consolidated, except that the successor shall not become a substituted member without the prior written consent of members having a sharing ratio of more than 50%.
(c) as conditions to its substitution as a member (a) any successor of a member shall execute and deliver such instruments, in form and substance satisfactory to the management committee, as the management committee shall deem necessary, and (b) such successor shall pay all reasonable expenses in connection with its aaassion as a substituted member.
10.8 conditions to transfer. no transfer of any interest in the company otherwise permitted under this agreement shall be effective for any purpose whatsoever until the transferee shall have assumed the transferor's obligations to the extent of the interest transferred and shall have agreed to be bound by all the terms and conditions hereof, by written instrument, duly acknowledged, in form and substance reasonably satisfactory to the management committee.
10.9 transfer to ust. notwithstanding anything to the contrary herein, the transfer by bbb of its interest in the company to ust shall not be subject to the right of first refusal or any other restriction on transfer set forth in this agreement.
article 11
tag-along rights
subject to the provisions of section 10, in the event a member (an 'offering member') intends to transfer all or any part of its interest in the company (also referred to as 'offered interests'), such offering member shall notify each other member who has a sharing ratio of more than 10%, in writing, of such proposed transfer and its terms and conditions, including, without limitation, (i) its bona fide intention to sell or transfer the offered interests, (ii) the number and class of units of offered interests to be transferred, (iii) the price and terms, if any, for which it proposes to transfer the offered interests and (iv) the name and address of the proposed purchaser or transferee and that such purchaser or transferee is committed to acquire the stated number of units on the stated price and terms ('offering member notice'). within ten days of the date of such notice, each member (other than the offering member) shall notify the offering member in writing (the 'co- sale notice') if it elects to participate in such transfer. each member that so notifies the offering member shall have the right to sell, at the same price and on the same terms as the offering member, an amount of units equal to the units the third party proposes to purchase multiplied by a fraction, the numerator of which shall be the number of units owned by such member and the denominator of which shall be the aggregate number of units owned by the offering member and each member exercising its rights under this section 11. nothing contained in this section 11 shall in any way limit or restrict the offering member's ability to amend, modify or terminate any agreement with a third party with respect to any transfer of its units pursuant to this section 11, and the offering member shall have no liability to any member with respect to such amendment, modification or termination unless any of the foregoing breaches this agreement. if no co-sale notice is received during the ten-day period referred to above (or if the co-sale notice does not cover all of the units proposed to be transferred), the offering member shall have the right, for a sixty-day period after the expiration of the ten-day period referred to above, to transfer the units so specified in the offering member notice (or the remaining units) at the same or a lower price and on other terms and conditions no more favorable than those stated in the offering member notice.