ABSOLUTE RESTRICTION. Notwithstanding any provision of this Agreement to the contrary, the sale or exchange of any interest in the Partnership will not be permitted if the interest sought to be sold or exchanged, when added to the total of all other interests sold or exchanged within the period of twelve (12) consecutive months ending with the proposed date of the sale or exchange, would result in the termination of the Partnership under Section 708 of the Code, if such termination would materially and adversely affect the Partnership or any Partner.
ABSOLUTE RESTRICTION. Notwithstanding any provision of this Agreement to the contrary (except Section 9.2(a) and Section 9.3(b)), unless waived in writing by the Manager, the sale or exchange of any interest in the Company will not be permitted if the interest sought to be sold or exchanged, when added to the total of all other interests sold or exchanged within the period of twelve (12) consecutive months ending with the proposed date of the sale or exchange, would result in the termination of the Company under Section 708 of the Code, if such termination would materially and adversely affect the Company or any Member.
ABSOLUTE RESTRICTION. Except for Permitted Transfers (as defined in Section 3.6) and transfers effected in accordance with Section 3.5 (provided that, in the case of such transfer effected in accordance with Section 3.5, DI shall have a co-sale right pursuant to Section 3.3), no Stockholder shall sell, transfer, assign, pledge or otherwise dispose of, directly or indirectly, through the sale of interests in any holding company or otherwise ("Transfer") any shares of the capital stock of the Company now held or hereafter acquired by such Stockholder ("Stock") prior to April 10, 2003.
ABSOLUTE RESTRICTION. Notwithstanding any provision of this Agreement to the contrary other than Section 9.9, (i) no sale or exchange of any interest in the Company may be made if the interest sought to be sold or exchanged, when added to the total of all other interests sold or exchanged within the period of twelve (12) consecutive months ending with the proposed date of the sale or exchange, would result in the termination of the Company under Section 708 of the Code, if such termination would materially and adversely affect the Company or any Member and (ii) without the written consent of all the Members, the Company shall not (A) issue any new Units, (B) issue any debt or equity securities of any kind or (C) issue or grant any subscriptions, warrants, calls, commitments or rights of any kind whatsoever granting to any person or entity any interests in the right to purchase or otherwise acquire any interests in the Company at any time or upon the happening of any stated event.
ABSOLUTE RESTRICTION. Notwithstanding any provision of this Agreement to the contrary, the disposition of a Membership Interest, (including any assignment under this Article IX) or any right, title or interest therein or thereto will not be permitted if the interest sought to be disposed of added to the total of all other Membership Interest disposed of within the period of twelve (12) consecutive months ending with the proposed date of the disposition results in a termination of the Company under Section 708 of the Internal Revenue Code or if the Membership Interest sought to be disposed of would jeopardize in the reasonable opinion of the remaining Members the status of the Company as a certified MBE.
ABSOLUTE RESTRICTION. Except for Permitted Transfers (as defined in Section 4.5), no Stockholder party hereto shall sell, transfer, assign, pledge or otherwise dispose of, directly or indirectly, through the sale of interests in any holding company (including the LLC)
ABSOLUTE RESTRICTION. 30 Section 9.12
ABSOLUTE RESTRICTION. Notwithstanding any other provision in this Agreement to the contrary, no Conveyance of all or any portion of a Member's Membership Units in the Company may be made if, in the opinion of the Company's tax advisor, the Conveyance will result in the Company being treated as an association for federal income tax purposes or will violate any applicable local, state or federal securities laws or other laws. If any Member believes there to be a material risk that a proposed Conveyance will cause a change in the Company's tax status or violate any law, said Member shall so advise the Company and the Company shall obtain an opinion from the Company's tax advisor on the issue presented and all costs arising therefrom shall be the responsibility of the Member proposing to Convey his or her interest in the Company.
ABSOLUTE RESTRICTION. In the case of any proposed transfer, no transfer of Interests may be made if, in the opinion of the Fund’s legal counsel, the transfer or assignment will violate any applicable federal or state securities laws. Before making any transfer of Interests, the party proposing to make the transfer must notify the Fund in writing and the Manager shall, if the Manager believes there is a material risk of violating this section, obtain from the Fund’s legal counsel confirming whether the proposed transfer will cause a violation of securities laws. Legal fees shall be the responsibility of the proposed transferor.
ABSOLUTE RESTRICTION. 42 ARTICLE X -
