interests of such Limited Partner or to a subsidiary of such corporate parent all of whose outstanding equity securities are beneficially owned and will continue to be beneficially owned by such corporate parent, (iv) by any Limited Partner that is a corporation with 25 or fewer shareholders, without the receipt of value, to any stockholder of such corporation or to any trust or custodian for the benefit or account of any such stockholder, (v) to any individual who becomes a Managing Director, (vi) resulting from the exercise of any right or remedy referred to or provided for in Section 7.2(f), (vn) by a Limited Partner that is acting as a trustee of an employee benefit plan to a co-trustee or successor trustee of such employee benefit plan or (vm) by any Limited Partner to an entity that the General Partner has determined in good faith is an Affiliate of such Limited Partner. Any transfer permitted by this Section 12.3(b) shall be subject to the provisions of Section 12.2. 12.4 ERISA Partners' Transfer Right. If the Partnership no longer complies with the requirements to qualify as a Venture Capital Operating Company or an ERISA Partner delivers an opinion of counsel, reasonably acceptable in form and substance to the General Partner, to the effect that there is a reasonable likelihood that the continued ownership of its Interest (or the indirect ownership interest of any limited partners or members of such ERISA Partner) in the Partnership would violate ERISA or state law, the General Partner may, in its sole discretion, require the ERISA Partner to withdraw from the Partnership or assist such ERISA Partner in locating a transferee of all or part of its Interest in the Partnership and, subject to Section 12.2, will not unreasonably withhold its consent to the transfer by such Partner of all or part of its interest in the Partnership. Such ERISA Partner's interest may be purchased by the Partnership for a pnce equal to the fair market value of the ERISA Partner's interest in the Partnership, as of the date of such withdrawal, determined by the General Partner in good faith pursuant to, and consistent with, the valuation methods and practices set forth in Section 15. The General Partner shall notify all ERISA Partners in writing promptly after it reasonably determines that the Partnership no longer complies with the requirements to qualify as a Venture Capital Operating Company. 105