Common use of ABSOLUTE RESTRICTION Clause in Contracts

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.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Ashford Inc), Limited Liability Company Agreement (Ashford Hospitality Trust Inc)

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ABSOLUTE RESTRICTION. Notwithstanding any provision of this Agreement to the contrary (except but subject to 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.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Ashford Inc)

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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.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Ashford Inc.)

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