Common use of Conditions Precedent to Transfers to Non-Members Clause in Contracts

Conditions Precedent to Transfers to Non-Members. No Units may be transferred by a Member to a Person other than another Member unless the following conditions are first satisfied: (a) the consent of all other Members has been obtained, which may be granted or withheld in each Member’s sole discretion, such consent to be evidenced by a written instrument, dated and signed by each other Member; (b) the transferee and each Member execute and file all documents as may be reasonably requested by the Manager for the transferee to be a Substitute Member and to be bound by the terms hereof and such transferee is admitted as a Substitute Member; and (c) unless waived in writing by the Manager or a Majority Vote of the Members, the Company receives an Opinion of Counsel that such transfer would not materially and adversely affect the classification of the Company as a partnership for federal and state income tax purposes.