General Mills (GIS)

        11.1     Restriction on Transfers.

        (a)    Except as otherwise permitted by this Agreement, no Member shall Transfer all or any portion of its Membership Interests. In the event any Member pledges or otherwise encumbers its Interest as security for the payment of a liability, any such pledge or hypothecation shall be made pursuant to a pledge or hypothecation agreement that requires the pledgee or secured party to be bound by all of the terms and conditions of this Section 11.

        (b)    Notwithstanding any other provisions of this Agreement (including without limitation, Sections 11.2, 11.3(a), 11.3(c), and 11.6), (i) the Class A Limited Members may Transfer their respective Class A Limited Membership Interests to the Managing Member (or its designee) pursuant to the Class A Purchase Option as set forth in Section 11.8, and upon such Transfers, the Managing Member (or its designee) shall be admitted as the Class A Limited Member and the prior Class A Limited Members shall be deemed withdrawn as Class A Limited Members with respect to such Transferred Class A Limited Membership Interests and (ii) the Class B Limited Members may Transfer their respective Class B Limited Membership Interests to the Managing Member (or its designee) pursuant to the Class B Purchase Option as set forth in Section 11.9, and upon any such Transfers, the Managing Member (or its designee) shall be admitted as a Class B Limited Member of the applicable Series and the prior Class B Limited Members shall be deemed withdrawn as Class B Limited Members with respect to such Transferred Class B Limited Membership Interests.