Absolute Prohibition. Notwithstanding any other provision in this Article VIII, the Membership Interest of the Member, in whole or in part, or any rights to distributions therefrom, shall not be sold, exchanged, conveyed, transferred, pledged, hypothecated, subjected to a security interest, or otherwise assigned or encumbered, if such action would result in a violation of federal or state securities laws in the opinion of counsel for the Company.
Absolute Prohibition. Notwithstanding any other provision in this Section 7, the Membership Interest of a Member, in whole or in part, or any rights to distributions therefrom, shall not be sold, exchanged, conveyed, transferred, pledged, hypothecated, subjected to a security interest or otherwise assigned or encumbered, if (i) the Company is then classified for federal income tax purposes as a partnership and as a result of such action, the Company’s partnership status would be terminated for federal income tax purposes in the opinion of counsel for the Company (unless the remaining Members holding a majority of the Membership Interests held by all the remaining Members consent to such termination) or (ii) such action would result in a violation of federal or state securities laws in the opinion of counsel for the Company.
Absolute Prohibition. Notwithstanding the above, (a) LLC Units shall not be assigned, transferred or otherwise disposed of and (b) the respective rights of any holders of any LLC Units to distributions hereunder, in whole or in part shall not be pledged, encumbered or assigned under any circumstances if, as a result of (a) or (b), the LLC would be terminated for federal income tax purposes in the opinion of counsel for the LLC. Any such attempted assignment, transfer or other disposition shall be void ab initio and shall be of no force and effect whatsoever.
Absolute Prohibition. Notwithstanding any other provision of this Agreement, unless in satisfaction of the terms and conditions of this Agreement, each Member and Series Member agrees and covenants that no Units held by him/her/it, in whole or in part, or any rights to distributions therefrom, may be Transferred unless, without limitation, the Manager delivers prior written consent and authorization to such Member or Series Member authorizing the proposed Transfer. Absent compliance with the foregoing and all other requirements provided in this Agreement, any such Transfer is void ab initio and not binding upon the Company, any Series, any Member, or any Series Member. Notwithstanding the foregoing, the Manager may authorize Permitted Transfers, including Transfers through the Platform, from time to time, by notifying all or a portion of the Members or the Series Members of a particular Series that the Manager intends to authorize such Permitted Transfers, along with information in reasonable detail regarding the terms of such Platform use and the parameters of such Permitted Transfers.
Absolute Prohibition. Notwithstanding any other provision in this Article X, the Shares of the Minority Member, in whole or in part, or any rights to distributions therefrom, shall not be sold, exchanged, conveyed, assigned, pledged, hypothecated, subjected to a security interest or otherwise transferred or encumbered, if, as a result thereof, the Company would be terminated for federal income tax purposes in the opinion of counsel for the Company or such action would result in a violation of federal or state securities laws in the opinion of counsel for the Company.
Absolute Prohibition. Notwithstanding any other provision in this Article IX, the Membership Interest of a Member, in whole or in part, or any rights to distributions therefrom, shall not be sold, exchanged, conveyed, assigned, pledged, hypothecated, subjected to a security interest or otherwise transferred or encumbered without the prior written consent of a majority of the non-transferring Manager, or if there is no non-transferring Manager, a majority of the non transferring Members, if, as a result thereof, the Company would be terminated for federal income tax purposes in the opinion of counsel for the Company or such action would result in a violation of federal or state securities laws in the opinion of counsel for the Company.
