Common use of Conditions to Transfer Clause in Contracts

Conditions to Transfer. In addition to the other requirements set forth in Section 7.3(a), unless waived by the Managing Member, no Transfer of all or any portion of Units or any interest in the Company shall be made unless the following conditions are met: (i) The Transfer will not violate registration requirements under any federal or state securities laws; (ii) The Transfer is not made to any Person who lacks the legal right, power or capacity to own such Unit or other interest in the Company; (iii) The Transfer will not cause the Company to be treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code and the regulations promulgated thereunder; (iv) The Transfer will not cause any portion of the assets of the Company to become “plan assets” of any “benefit plan investor” within the meaning of regulations issued by the U.S. Department of Labor at Section 2510.3-101 of Part 2510 of Chapter XXV, Title 29 of the Code of Federal Regulations as modified by Section 3(42) of the Employee Retirement Income Security Act of 1974, as amended from time to time; (v) The Transfer will not result in the Company being subject to the Investment Company Act of 1940, as amended; (vi) The Transfer is not made prior to the expiration of the lock-ups imposed by the Underwriters, except as described in Section 3.9 of this Agreement or in the case of Transfers by Habit to one or more of its Subsidiaries; (vii) The transferor also Transfers to the same transferee a number of shares of Class B Stock equal to the number of Units transferred to such Person; and (viii) The transferee shall have executed and delivered to the Managing Member such legal and/or tax opinions and written instruments (including copies of any instruments of Transfer and such Assignee’s consent to be bound by this Agreement as an Assignee) that are in a form satisfactory to the Managing Member, as determined in the Managing Member’s sole discretion. For the avoidance of doubt, the restrictions on Transfer contained in this Section 7.3 shall not apply to the Transfer of any capital stock of the Managing Member; provided that no shares of Class B Stock may be transferred unless a corresponding number of Units are Transferred therewith in accordance with this Agreement. In addition, notwithstanding any contrary provision in this Agreement, to the extent the Managing Member shall determine that there is a material risk the Company (and interests in the Company) do not or will not meet the requirements of Treasury Regulation Section 1.7704-1(h), the Managing Member may impose such restrictions on the Transfer of Units or other interests in the Company as the Managing Member may determine to be necessary or advisable to avoid any material risk that the Company could be treated as a publicly traded partnership under Section 7704 of the Code. Any Transfer in violation of this Section 7.3 shall be null and void ab initio and of no effect. For purposes of this Section 7.3 only, the term “Transfer” includes any Pledge. For the avoidance of doubt and notwithstanding anything to the contrary, any “disguised sale” described in Section 8.4(g) hereof shall be permitted hereunder.

Conditions to Transfer. In addition to the other requirements set forth in Section 7.3(a), unless waived by the Managing Member, no Transfer of all or any portion of Units or any interest in the Company shall be made unless the following conditions are met: (i) The Transfer will not violate registration requirements under any federal or state securities laws; (ii) The Transfer is not made to any Person who lacks the legal right, power or capacity to own such Unit or other interest in the Company; (iii) The Transfer will not cause the Company to be treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code and the regulations promulgated thereunder; (iv) The Transfer will not cause any portion of the assets of the Company to become “plan assets” of any “benefit plan investor” within the meaning of regulations issued by the U.S. Department of Labor at Section 2510.3-101 of Part 2510 of Chapter XXV, Title 29 of the Code of Federal Regulations as modified by Section 3(42) of the Employee Retirement Income Security Act of 1974, as amended from time to time; (viii) The Transfer will not result in the Company being subject to the Investment Company Act of 1940, as amended; (vi) The Transfer is not made prior to the expiration of the lock-ups imposed by the Underwriters, except as described in Section 3.9 of this Agreement or in the case of Transfers by Habit to one or more of its Subsidiaries; (viiiv) The transferor also Transfers to the same transferee a number of shares of Class B Stock equal to the number of Units transferred to such Person; and (viiiv) The transferee shall have executed and delivered to the Managing Member such legal and/or tax opinions and a written instruments (including copies instrument in the form of any instruments of Transfer and such Assignee’s consent Exhibit B hereto agreeing to be bound by the terms and provisions of this Agreement as an Assignee) that are in a form satisfactory to Member and such other instruments as the Managing Member, as determined in the Managing Member’s sole discretionMember may be deem necessary and desirable. For the avoidance of doubt, the restrictions on Transfer contained in this Section 7.3 shall not apply to the Transfer of any capital stock of the Managing Member; provided that no shares of Class B Stock may be transferred unless a corresponding number of Units are Transferred therewith in accordance with this Agreement. In addition, notwithstanding any contrary provision in this Agreement, to the extent the Managing Member shall determine that there is a material risk the Company (and interests in the Company) do not or will not meet the requirements of Treasury Regulation Section 1.7704-1(h), the Managing Member may impose such restrictions on the Transfer of Units or other interests in the Company as the Managing Member may determine to be necessary or advisable to avoid any material risk that the Company could be treated as a publicly traded partnership under Section 7704 of the Code. Any Transfer in violation of this Section 7.3 shall be null and void ab initio and of no effect. For purposes of this Section 7.3 only, the term “Transfer” includes any Pledge. For the avoidance of doubt and notwithstanding anything to the contrary, any “disguised sale” described in Section 8.4(g) hereof shall be permitted hereunder.

Conditions to Transfer. In addition No Transfer (other than pursuant to Sections 9.6, 9.7 or 9.11 or pursuant to the other requirements set forth conversion of the Company to a corporation as contemplated in Article XVI) permitted under Section 7.3(a), unless waived by the Managing Member, no Transfer 9.1 of all or any portion part of Units or any interest in the Company shall a Member’s Series Interest may be made unless and until the Company Manager and applicable Series Manager shall have received all of the following conditions are met(to the extent applicable to the proposed Transfer): (a) if requested by the Company Manager or applicable Series Manager, an opinion of responsible counsel (who may be counsel for the Company), reasonably satisfactory in form and substance to such Manager, to the effect that: (i) The such Transfer will would not violate registration requirements under the Securities Act or any federal or state securities lawsor blue sky laws applicable to the Company or the Series Interest to be transferred; (ii) The such Transfer is would not made cause the Company or Series to any Person who lacks be considered a publicly traded partnership under Section 7704(b) of the legal right, power or capacity to own such Unit or other interest in the CompanyCode; (iii) The such Transfer will would not cause the Company or Series to be treated lose its status as a “publicly traded partnership” within the meaning of Section 7704 of the Code and the regulations promulgated thereunder;partnership for federal income tax purposes; and (iv) The such Transfer will would not cause any portion of require the assets of Company, Series, Company Manager or Series Manager to register as an investment adviser under the Company to become “plan assets” of any “benefit plan investor” within the meaning of regulations issued by the U.S. Department of Labor at Section 2510.3-101 of Part 2510 of Chapter XXV, Title 29 of the Code of Federal Regulations as modified by Section 3(42) of the Employee Retirement Income Security Investment Advisers Act of 19741940, as amended from time amended, or to time; (v) The Transfer will not result in the Company being subject to register as an investment company under the Investment Company Act of 1940, as amended; provided that such opinion shall not be required if such Transfer is being made to (i) Members of the Immediate Family of the transferor for estate planning purposes or (ii) by testamentary or intestate disposition, in each of which events the transferor or his or her representative shall certify as to the matters specified in this clause (a); (vib) The Transfer is not made prior the agreement in writing of such Assignee to the expiration comply with all of the lock-ups imposed by the Underwriters, except as described in Section 3.9 terms and provisions of this Agreement or and the grant of the power of attorney set forth in Section 18.4, and the case acknowledgment in writing of Transfers by Habit to one or more such Assignee of its Subsidiaries; (vii) The transferor also Transfers to each of the same transferee a number of shares of Class B Stock equal to the number of Units transferred to such Personrepresentations, warranties and covenants set forth in Article XIV; and (viiic) The transferee shall have executed and delivered to if the Managing Member such legal and/or tax opinions and written instruments (including copies of any instruments of Transfer and such Assignee’s consent to be bound by this Agreement as an Assignee) that are in a form satisfactory to the Managing Member, as determined in the Managing Member’s sole discretion. For the avoidance of doubtSeries Interest is represented by one or more Unit Certificates, the restrictions on Transfer contained applicable Unit Certificates for cancellation accompanied by a transfer power duly executed in this Section 7.3 shall not apply to the Transfer of any capital stock of the Managing Member; provided that no shares of Class B Stock may be transferred unless a corresponding number of Units are Transferred therewith in accordance with this Agreement. In addition, notwithstanding any contrary provision in this Agreement, to the extent the Managing Member shall determine that there is a material risk the Company (and interests in the Company) do not or will not meet the requirements of Treasury Regulation Section 1.7704-1(h), the Managing Member may impose such restrictions on the Transfer of Units or other interests in the Company as the Managing Member may determine to be necessary or advisable to avoid any material risk that the Company could be treated as a publicly traded partnership under Section 7704 of the Code. Any Transfer in violation of this Section 7.3 shall be null and void ab initio and of no effect. For purposes of this Section 7.3 only, the term “Transfer” includes any Pledge. For the avoidance of doubt and notwithstanding anything to the contrary, any “disguised sale” described in Section 8.4(g) hereof shall be permitted hereunderblank.

Conditions to Transfer. In addition Subject to the other requirements set forth in Section 7.3(a), unless waived by the Managing Member9.4, no Transfer (other than pursuant to the exercise of a holder’s “drag along” rights contained in Section 9.9 or pursuant to the conversion of the Company to a corporation as contemplated in Article XVI) of all or any portion part of Units or any interest in the Company shall a Member’s Interest may be made unless and until the Board of Managers shall have received all of the following conditions are met(to the extent applicable to the proposed Transfer): (a) if requested by the Board of Managers, an opinion of responsible counsel (who may be counsel for the Company), reasonably satisfactory in form and substance to the Board of Managers, to the effect that: (i) The such Transfer will would not violate registration requirements under the Securities Act or any federal or state securities lawsor blue sky laws applicable to the Company or the Interest to be transferred; (ii) The such Transfer is not made to any Person who lacks the legal right, power or capacity to own such Unit or other interest in the Company; (iii) The Transfer will would not cause the Company to be treated considered a publicly traded partnership under Section 7704(b) of the Code; (iii) such Transfer would not cause the Company to lose its status as a “publicly traded partnership” within the meaning of Section 7704 of the Code and the regulations promulgated thereunder;partnership for federal income tax purposes; and (iv) The such Transfer will would not cause any portion of the assets of require the Company or Board of Managers to become “plan assets” of any “benefit plan investor” within register as an investment adviser under the meaning of regulations issued by the U.S. Department of Labor at Section 2510.3-101 of Part 2510 of Chapter XXV, Title 29 of the Code of Federal Regulations as modified by Section 3(42) of the Employee Retirement Income Security Investment Advisers Act of 19741940, as amended from time amended, or to time; (v) The Transfer will not result in the Company being subject to register as an investment company under the Investment Company Act of 1940, as amended; provided that such opinion shall not be required if such Transfer is being made (x) to holders of equity interests in the transferor for no consideration and pro rata in accordance with such equity interests, or (y) to Members of the Immediate Family of the transferor for no consideration, in each of which events the transferor shall certify as to the matters specified in this clause (a); (vib) The Transfer is not made prior the agreement in writing of such Assignee to the expiration comply with all of the lock-ups imposed by the Underwriters, except as described in Section 3.9 terms and provisions of this Agreement or and the grant of the power of attorney set forth in Section 18.4, and the case acknowledgment in writing of Transfers by Habit to one or more such Assignee of its Subsidiaries; (vii) The transferor also Transfers to each of the same transferee a number of shares of Class B Stock equal to the number of Units transferred to such Personrepresentations, warranties and covenants set forth in Article XIV; and (viiic) The transferee shall have executed and delivered to if the Managing Member such legal and/or tax opinions and written instruments (including copies of any instruments of Transfer and such Assignee’s consent to be bound by this Agreement as an Assignee) that are in a form satisfactory to the Managing Member, as determined in the Managing Member’s sole discretion. For the avoidance of doubtInterest is represented by one or more Share Certificates, the restrictions on Transfer contained applicable Share Certificates for cancellation accompanied by a transfer power duly executed in this Section 7.3 shall not apply to the Transfer of any capital stock of the Managing Member; provided that no shares of Class B Stock may be transferred unless a corresponding number of Units are Transferred therewith in accordance with this Agreement. In addition, notwithstanding any contrary provision in this Agreement, to the extent the Managing Member shall determine that there is a material risk the Company (and interests in the Company) do not or will not meet the requirements of Treasury Regulation Section 1.7704-1(h), the Managing Member may impose such restrictions on the Transfer of Units or other interests in the Company as the Managing Member may determine to be necessary or advisable to avoid any material risk that the Company could be treated as a publicly traded partnership under Section 7704 of the Code. Any Transfer in violation of this Section 7.3 shall be null and void ab initio and of no effect. For purposes of this Section 7.3 only, the term “Transfer” includes any Pledge. For the avoidance of doubt and notwithstanding anything to the contrary, any “disguised sale” described in Section 8.4(g) hereof shall be permitted hereunderblank.

Conditions to Transfer. In addition to the other requirements set forth in Section 7.3(a), unless waived by the Managing Member, no Transfer of all or any portion of Units or any interest in the Company Interest shall be made unless the following conditions are met: (i) The Transfer will not violate registration requirements under any federal or state securities laws; (ii) The Transfer is not made to any Person who lacks the legal right, power or capacity to own such Unit or other interest in the CompanyCompany Interest; (iii) The Transfer will not cause the Company to be treated as a “publicly traded partnership” within the meaning of Section section 7704 of the Code and the regulations promulgated thereunder; (iv) The Transfer will not cause any portion of the assets of the Company to become “plan assets” of any “benefit plan investor” within the meaning of regulations issued by the U.S. Department of Labor at Section 2510.3-101 of Part 2510 of Chapter XXV, Title 29 of the Code of Federal Regulations as modified by Section 3(42) of the Employee Retirement Income Security Act of 1974, as amended from time to time; (v) The Transfer will not result in the Company being subject to the Investment Company Act of 1940, as amended; (vi) The Transfer is not made prior to the expiration of the lock-ups imposed by the Underwriters, except as described in Section 3.9 of this the Exchange Agreement or in the case of Transfers by Habit Holdings to one or more of its Subsidiaries; (vii) The transferor Transferor also Transfers to the same transferee Transferee a number of shares of Class B Common Stock equal to the number of Units transferred Transferred to such Person; and (viii) The transferee Transferee shall have executed and delivered to the Managing Member such legal and/or tax opinions and written instruments (including copies of any instruments of Transfer and such Assignee’s consent to be bound by this Agreement as an Assignee) that are in a form satisfactory to the Managing Member, as determined in the Managing Member’s sole discretion. For the avoidance of doubt, the restrictions on Transfer contained in this Section 7.3 shall not apply to the Transfer of any capital stock of the Managing Member; provided that no shares of Class B Common Stock may be transferred Transferred unless a corresponding number of Units are Transferred therewith in accordance with this Agreement. In addition, notwithstanding any contrary provision in this Agreement, to the extent the Managing Member shall determine that there is a material risk the Company (and interests in the Company) do not or will not meet the requirements of Treasury Regulation Section 1.7704-1(h), the Managing Member may impose such restrictions on the Transfer of Units or other interests in the Company Interests as the Managing Member may determine to be necessary or advisable to avoid any material risk that the Company could be treated as a publicly traded partnership under Section section 7704 of the Code. Any Transfer in violation of this Section 7.3 shall be null and void ab initio and of no effect, to the fullest extent permitted by law. For purposes of this Section 7.3 only, the term “Transfer” includes any Pledge. For the avoidance of doubt and notwithstanding anything to the contrary, any “disguised sale” described in Section 8.4(g) hereof shall be permitted hereunder.

Conditions to Transfer. In addition to the other requirements set forth in Section 7.3(a), unless waived by the Managing Member, no Transfer of all or any portion of Units or any interest in the Company shall be made unless the following conditions are met: (i) The Transfer will not violate registration requirements under any federal or state securities laws; (ii) The Transfer is not made to any Person who lacks the legal right, power or capacity to own such Unit or other interest in the Company; (iii) The Transfer will not cause the Company to be treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code and the regulations promulgated thereunder; (iv) The Transfer will not cause any portion of the assets of the Company to become “plan assets” of any “benefit plan investor” within the meaning of regulations issued by the U.S. Department of Labor at Section 2510.3-101 of Part 2510 of Chapter XXV, Title 29 of the Code of Federal Regulations as modified by Section 3(42) of the Employee Retirement Income Security Act of 1974, as amended from time to time; (v) The Transfer will not result in the Company being subject to the Investment Company Act of 1940, as amended; (vi) The Transfer is not made prior to the expiration of the lock-ups imposed by the Underwriters, except as described in Section 3.9 3.8 of this Agreement or in the case of Transfers by Habit PetIQ to one or more of its Subsidiaries; (vii) The transferor Transferor also Transfers to the same transferee Transferee a number of shares of Class B Common Stock equal to the number of Units transferred Transferred to such Person; and (viii) The transferee Transferee shall have executed and delivered to the Managing Member such legal and/or tax opinions and written instruments (including copies of any instruments of Transfer and such Assignee’s consent to be bound by this Agreement as an Assignee) that are in a form satisfactory to the Managing Member, as determined in the Managing Member’s sole discretion. For the avoidance of doubt, the restrictions on Transfer contained in this Section 7.3 shall not apply to the Transfer of any capital stock of the Managing Member; provided that no shares of Class B Common Stock may be transferred unless a corresponding number of Units are Transferred therewith in accordance with this Agreement. In addition, notwithstanding any contrary provision in this Agreement, to the extent the Managing Member shall determine that there is a material risk the Company (and interests in the Company) do not or will not meet the requirements of Treasury Regulation Section 1.7704-1(h), the Managing Member may impose such restrictions on the Transfer of Units or other interests in the Company as the Managing Member may determine to be necessary or advisable to avoid any material risk that the Company could be treated as a publicly traded partnership under Section 7704 of the Code. Any Transfer in violation of this Section 7.3 shall be null and void ab initio and of no effect. For purposes of this Section 7.3 only, the term “Transfer” includes any Pledge. For the avoidance of doubt and notwithstanding anything to the contrary, any “disguised sale” described in Section 8.4(g3.8(a)(ii) hereof shall be permitted hereunder.

Conditions to Transfer. In addition to the other requirements set forth in Section 7.3(a), unless waived by the Managing Member, no Transfer of all or any portion of Units or any interest in the Company shall be made unless the following conditions are met: (i) The Transfer will not violate registration requirements under any federal or state securities laws; (ii) The Transfer is not made to any Person who lacks the legal right, power or capacity to own such Unit or other interest in the Company; (iii) The Transfer will not cause the Company to be treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code and the regulations promulgated thereunder; (iv) The Transfer will not cause any portion of the assets of the Company to become “plan assets” of any “benefit plan investor” within the meaning of regulations issued by the U.S. Department of Labor at Section 2510.3-101 of Part 2510 of Chapter XXV, Title 29 of the Code of Federal Regulations as modified by Section 3(42) of the Employee Retirement Income Security Act of 1974, as amended from time to time; (v) The Transfer will not result in the Company being subject to the Investment Company Act of 1940, as amended; (vi) The Transfer is not made prior to the expiration of the lock-ups imposed by the Underwriters, except as described in Section 3.9 of this the Exchange Agreement or in the case of Transfers by Habit Planet to one or more of its Subsidiaries; (vii) The transferor also Transfers to the same transferee a number of shares of Class B Stock equal to the number of Units transferred to such Person; and (viii) The transferee shall have executed and delivered to the Managing Member such legal and/or tax opinions and written instruments (including copies of any instruments of Transfer and such Assignee’s consent to be bound by this Agreement as an Assignee) that are in a form satisfactory to the Managing Member, as determined in the Managing Member’s sole discretion. For the avoidance of doubt, the restrictions on Transfer contained in this Section 7.3 shall not apply to the Transfer of any capital stock of the Managing Member; provided that no shares of Class B Common Stock may be transferred unless a corresponding number of Units are Transferred therewith in accordance with this Agreement. In addition, notwithstanding any contrary provision in this Agreement, to the extent the Managing Member shall determine that there is a material risk the Company (and interests in the Company) do not or will not meet the requirements of Treasury Regulation Section 1.7704-1(h), the Managing Member may impose such restrictions on the Transfer of Units or other interests in the Company as the Managing Member may determine to be necessary or advisable to avoid any material risk that the Company could be treated as a publicly traded partnership under Section 7704 of the Code. Any Transfer in violation of this Section 7.3 shall be null and void ab initio and of no effect. For purposes of this Section 7.3 only, the term “Transfer” includes any Pledge. For the avoidance of doubt and notwithstanding anything to the contrary, any “disguised sale” described in Section 8.4(g) hereof shall be permitted hereunder.