Common use of Conditions Precedent to Transfers Clause in Contracts

Conditions Precedent to Transfers. The Board of Governors, in its sole discretion, may elect not to recognize any transfer of Units unless and until the Company has received: (1) an opinion of counsel (whose fees and expenses shall be borne by the transferor) satisfactory in form and substance to the Board that such transfer may be lawfully made without registration or qualification under applicable state and federal securities laws, or such transfer is properly registered or qualified under applicable state and federal securities laws and if, requested by the Company that such transfer will not cause the company to be treated as a publicly traded partnership; (2) such documents and instruments of conveyance executed by the transferor and transferee as may be necessary or appropriate in the opinion of counsel to the Company to effect such transfer, except that in the case of a transfer of units involuntarily by operation of law, the transfer shall be confirmed by presentation of legal evidence of such transfer, in form and substance satisfactory to the Company; (3) the transferor’s Unit certificate; (4) the transferee’s taxpayer identification number and sufficient information to determine the transferee’s initial tax basis in the interest transferred, and any other information reasonably necessary to permit the company to file all required federal and state tax returns and other legally required information statements or returns; and (5) other conditions on the transfer of units adopted by the Board from time to time as it deems appropriate, in its sole discretion.

Conditions Precedent to Transfers. The Board of GovernorsDirectors, in its sole discretion, may elect not to recognize any transfer Transfer of Units unless and until the Company has received: (1a) an opinion of counsel (whose fees and expenses shall be borne by the transferor) satisfactory in form and substance to the Board that such transfer Transfer may be lawfully made without registration or qualification under applicable state and federal securities laws, or such transfer Transfer is properly registered or qualified under applicable state and federal securities laws and if, requested by the Company that such transfer Transfer will not cause the company Company to be treated as a publicly traded partnershipPublicly Traded Partnership; (2b) such documents and instruments of conveyance executed by the transferor and transferee as may be necessary or appropriate in the opinion of counsel to the Company to effect such transferTransfer, except that in the case of a transfer Transfer of units Units involuntarily by operation of law, the transfer Transfer shall be confirmed by presentation of legal evidence of such transferTransfer, in form and substance satisfactory to the Company; (3c) the transferor’s Unit certificateMembership Certificate; (4d) the transferee’s taxpayer identification number and sufficient information to determine the transferee’s initial tax basis in the interest transferred, and any other information reasonably necessary to permit the company Company to file all required federal and state tax returns and other legally required information statements or returns; (e) evidence satisfactory in form and substance to the Board that the transferee meets the requirements, including maximum Unit ownership limitations, set forth in Section 4.3 of this Agreement; and (5f) other conditions on the transfer Transfer of units Units adopted by the Board from time to time as it deems appropriate, in its sole discretion.

Conditions Precedent to Transfers. The Board of GovernorsDirectors, in its sole discretion, may elect not to recognize any transfer Transfer of Units unless and until the Company has received: (1a) an opinion of counsel (whose fees and expenses shall be borne by the transferor) satisfactory in form and substance to the Board that such transfer Transfer may be lawfully made without registration or qualification under applicable state and federal securities laws, or such transfer Transfer is properly registered or qualified under applicable state and federal securities laws and if, requested by the Company that such transfer Transfer will not cause the company Company to be treated as a publicly traded partnershipPublicly Traded Partnership; (2b) such documents and instruments of conveyance executed by the transferor and transferee as may be necessary or appropriate in the opinion of counsel to the Company to effect such transferTransfer, except that in the case of a transfer Transfer of units Units involuntarily by operation of law, the transfer Transfer shall be confirmed by presentation of legal evidence of such transferTransfer, in form and substance satisfactory to the Company; (3c) the transferor’s Unit certificate's Membership Certificate; (4d) the transferee’s 's taxpayer identification number and sufficient information to determine the transferee’s 's initial tax basis in the interest transferred, and any other information reasonably necessary to permit the company Company to file all required federal and state tax returns and other legally required information statements or returns; (e) evidence satisfactory in form and substance to the Board that the transferee meets the maximum Unit ownership limitation set forth in Section 4.3 of this Agreement; and (5f) other conditions on the transfer Transfer of units Units adopted by the Board from time to time as it deems appropriate, in its sole discretion.

Conditions Precedent to Transfers. The Board of GovernorsDirectors, in its sole discretion, may elect not to recognize any transfer Transfer of Units unless and until the Company has received: (1a) an opinion of counsel (whose fees and expenses shall be borne by the transferor) satisfactory in form and substance to the Board that such transfer Transfer may be lawfully made without registration or qualification under applicable state and federal securities laws, or such transfer Transfer is properly registered or qualified under applicable state and federal securities laws and if, requested by the Company that such transfer Transfer will not cause the company Company to be treated as a publicly traded partnershipPublicly Traded Partnership; (2b) such documents and instruments of conveyance executed by the transferor and transferee as may be necessary or appropriate in the opinion of counsel to the Company to effect such transferTransfer, except that in the case of a transfer Transfer of units Units involuntarily by operation of law, the transfer Transfer shall be confirmed by presentation of legal evidence of such transferTransfer, in form and substance satisfactory to the Company; (3c) the transferor’s Unit certificate's Membership Certificate; (4d) the transferee’s 's taxpayer identification number and sufficient information to determine the transferee’s 's initial tax basis in the interest transferred, and any other information reasonably necessary to permit the company Company to file all required federal and state tax returns and other legally required information statements or returns; (e) evidence satisfactory in form and substance to the Board that the transferee meets the maximum Unit ownership limitation set forth in Section 4.3(b) of this Agreement; and (5f) other conditions on the transfer Transfer of units Units adopted by the Board from time to time as it deems appropriate, in its sole discretion.

Conditions Precedent to Transfers. The Board of Governors, in its sole discretion, Directors may elect not to recognize any transfer Transfer of Units unless and until the Company has received: (1a) an opinion of counsel (whose fees and expenses shall be borne by the transferor) satisfactory in form and substance to the Board that such transfer Transfer may be lawfully made without registration or qualification under applicable state and federal securities laws, or such transfer Transfer is properly registered or qualified under applicable state and federal securities laws and if, requested by the Company that such transfer will not cause the company to be treated as a publicly traded partnershiplaws; (2b) such documents and instruments of conveyance executed by the transferor and transferee as may be necessary or appropriate in the opinion of counsel to the Company to effect such transferTransfer, except that in the case of a transfer Transfer of units Units involuntarily by operation of law, the transfer Transfer shall be confirmed by presentation of legal evidence of such transferTransfer, in form and substance satisfactory to the Company; (3c) the transferor’s Unit certificate's Certificate of Membership Interest; (4d) the transferee’s 's taxpayer identification number and sufficient information to determine the transferee’s 's initial tax basis in the interest transferred, and any other information reasonably necessary to permit the company Company to file all required federal and state tax returns and other legally required information statements or returns; (e) evidence satisfactory in form and substance to the Board that the transferee meets the minimum and maximum Unit ownership requirements set forth in Section 3.2 of this Agreement; (f) in the case of a Transfer of Class A Units subject to a 1996 Loss Payable, full payment in cash to offset such Member's 1996 Loss Payable; and (5g) in the case of a Transfer of Class B Units, a written agreement executed by the transferee to the effect that transferee is not entitled to the benefits of the Stockholder Agreement between the Cooperative and Xxxxxx Xxxxxxx Midland Corporation dated August 27, 1997; provided, however, the Board may waive any or all of the conditions stated above. In addition, the Board may adopt such other conditions on the transfer Transfer of units adopted by the Board from time to time Units as it deems appropriate, in its sole discretion.

Conditions Precedent to Transfers. The Board of GovernorsDirectors, in its sole discretion, may elect not to recognize any transfer of Units units unless and until the Company company has received: (1a) an opinion of counsel (whose fees and expenses shall be borne by the transferor) satisfactory in form and substance to the Board that such transfer may be lawfully made without registration or qualification under applicable state and federal securities laws, or such transfer is properly registered or qualified under applicable state and federal securities laws and if, requested by the Company company that such transfer will not cause the company to be treated as a publicly traded partnership; (2b) such documents and instruments of conveyance executed by the transferor and transferee as may be necessary or appropriate in the opinion of counsel to the Company company to effect such transfer, except that in the case of a transfer of units involuntarily by operation of law, the transfer shall be confirmed by presentation of legal evidence of such transfer, in form and substance satisfactory to the Companycompany; (3c) the transferor’s Unit 's membership certificate; (4d) the transferee’s 's taxpayer identification number and sufficient information to determine the transferee’s 's initial tax basis in the interest transferred, and any other information reasonably necessary to permit the company to file all required federal and state tax returns and other legally required information statements or returns; (e) evidence satisfactory in form and substance to the Board that the transferee meets the maximum unit ownership limitation set forth in Section 4.3 of this Agreement; and (5f) other conditions on the transfer of units adopted by the Board from time to time as it deems appropriate, in its sole discretion.

Conditions Precedent to Transfers. The Board of GovernorsDirectors, in its sole discretion, may elect not to recognize any transfer of Units units unless and until the Company company has received: (1a) an opinion of counsel (whose fees and expenses shall be borne by the transferor) satisfactory in form and substance to the Board that such transfer may be lawfully made without registration or qualification under applicable state and federal securities laws, or such transfer is properly registered or qualified under applicable state and federal securities laws and if, requested by the Company company that such transfer will not cause the company to be treated as a publicly traded partnership; (2b) such documents and instruments of conveyance executed by the transferor and transferee as may be necessary or appropriate in the opinion of counsel to the Company company to effect such transfer, except that in the case of a transfer of units involuntarily by operation of law, the transfer shall be confirmed by presentation of legal evidence of such transfer, in form and substance satisfactory to the Companycompany; (3c) the transferor’s Unit membership certificate; (4d) the transferee’s taxpayer identification number and sufficient information to determine the transferee’s initial tax basis in the interest transferred, and any other information reasonably necessary to permit the company to file all required federal and state tax returns and other legally required information statements or returns; and (5e) other conditions on the transfer of units adopted by the Board from time to time as it deems appropriate, in its sole discretion.

Conditions Precedent to Transfers. The Board of GovernorsDirectors, in its sole discretion, may elect not to recognize any transfer Transfer of Units unless and until the Company has received: (1a) an opinion of counsel (whose fees and expenses shall be borne by the transferor) satisfactory in form and substance to the Board that such transfer Transfer may be lawfully made without registration or qualification under applicable state and federal securities laws, or such transfer Transfer is properly registered or qualified under applicable state and federal securities laws and if, requested by the Company that such transfer Transfer will not cause the company Company to be treated as a publicly traded partnershipPublicly Traded Partnership; (2b) such documents and instruments of conveyance executed by the transferor and transferee as may be necessary or appropriate in the opinion of counsel to the Company to effect such transferTransfer, except that in the case of a transfer Transfer of units Units involuntarily by operation of law, the transfer Transfer shall be confirmed by presentation of legal evidence of such transferTransfer, in form and substance satisfactory to the Company; (3c) the transferor’s Unit certificate's Membership Certificate; (4d) the transferee’s 's taxpayer identification number and sufficient information to determine the transferee’s 's initial tax basis in the interest transferred, and any other information reasonably necessary to permit the company Company to file all required federal and state tax returns and other legally required information statements or returns; (e) evidence satisfactory in form and substance to the Board that the transferee meets the requirements, including maximum Unit ownership limitations, set forth in Section 4.3 of this Agreement; and (5f) other conditions on the transfer Transfer of units Units adopted by the Board from time to time as it deems appropriate, in its sole discretion.

Conditions Precedent to Transfers. The Board of Governors, in its sole discretion, may elect not to recognize any transfer Transfer of Units unless and until the Company has received: (1a) An opinion of Company counsel (whose fees and expenses shall be borne by the Company), together if required by the Board as a condition of Transfer, an opinion of the transferor's counsel (whose fees and expenses shall be borne by the transferor) ), satisfactory in form and substance to the Board that such transfer Transfer may be lawfully made without registration or qualification under applicable state and federal securities laws, or such transfer Transfer is properly registered or qualified under applicable state and federal securities laws and if, if requested by the Company that such transfer Transfer will not cause the company Company to be treated as a publicly traded partnershipPublicly Traded Partnership; (2b) such Such documents and instruments of conveyance executed by the transferor and transferee as may be necessary or appropriate in the opinion option of counsel to the Company to effect such transferTransfer, except that in the case of a transfer Transfer of units Units involuntarily by operation of law, the transfer Transfer shall be confirmed by presentation of legal evidence of such transferTransfer, in form and substance satisfactory to the Company; (3c) the The transferor’s Unit certificate's Membership Certificate; (4d) the The transferee’s 's taxpayer identification number and sufficient information to determine the transferee’s 's initial tax basis in the interest interests transferred, and any other information reasonably necessary to permit the company Company to file all required federal and state tax returns and other legally required information information, statements or returns; (e) Evidence satisfactory in form and substance to the Board that the transferee meets the maximum Unit ownership limitation set forth in Section 4.3 of this Agreement; and (5f) other Other conditions on the transfer Transfer of units Units adopted by the Board from time to time as it deems appropriate, appropriate in its sole discretion.