Additional Requirements for Valid Transfer Sample Clauses

Additional Requirements for Valid Transfer. No purported Transfer otherwise complying with this Section 12.3 or, in the case of a proposed Transfer pursuant to Section 12.2, no purported Transfer otherwise complying with Section 12.2, will be effective until the Manager consents to such transfer, which consent may be withheld for any reason or no reason, and the Transferor and the Transferee furnish to the Company such instruments and assurances as the Manager in its sole and absolute discretion
Sample 1
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Additional Requirements for Valid Transfer. No purported Transfer otherwise complying with this Section 8.2 will be effective until the Transferor and the Transferee furnish to the Company such instruments and assurances as the Members request, including, if requested, an opinion of counsel satisfactory to the Company that the interest in the Company being Transferred has been registered or is exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), and applicable state securities laws. No Transfer will be effective if it would result in the "termination" of the Company under 708 of the IRC unless the Members give their prior written consent to the Transfer. The approval required under this Section 8.2.6 will be the unanimous approval of the Disinterested Members. No Transferee shall be admitted as a Member of the Company unless the Disinterested Members give their prior written consent.
Sample 1
Additional Requirements for Valid Transfer. No purported Transfer otherwise complying with this Section 12.3 or, in the case of a proposed Transfer pursuant to Section 12.2, no purported Transfer otherwise complying with Section 12.2, will be effective until the Manager consents to such transfer, which consent may be withheld for any reason or no reason, and the Transferor and the Transferee furnish to the Company such instruments and assurances as the Manager in its sole and absolute discretion (h)requests, including, if requested, an opinion of counsel satisfactory to the Company that the effect of such transfer or disposition will not: (i) result in the assets of the Company being considered, in the opinion of counsel for the Company as “plan assets” within the meaning of ERISA or any regulations proposed or promulgated thereunder; (ii) result in the termination of the Company under Section 708(b)(l)(B) of the Code; (iii) require registration under the Securities Act of 1933, as amended, or any comparable state law; (iv) require registration as a broker or dealer under the Securities Exchange Act of 1934 or any comparable state law; (v) require the Company to register as an investment company under the Investment Company Act; (vi) result in a termination of the Company’s status as a partnership for tax purposes; (vii) cause the Company to be deemed to be a “publicly-traded partnership” as such term is defined in Section 7704(b) of the Code; or (viii) result in a violation of any law, rule or regulation by the Member, the Manager, or the Company. Such legal opinion shall be provided to the Manager by the Transferor or Transferee; provided, upon request by the Transferor, the Manager shall request that counsel opine as to the foregoing items to the extent it relates to the Company and any costs associated with such opinion by counsel shall be borne by the Transferor or Transferee.
Sample 1

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