Common use of Conditions to Transfers Clause in Contracts

Conditions to Transfers. The Board of Managers may condition its consent to a Transfer under Section 11.2(a) on the Transfer meeting each of the following conditions: (i) such Transfer, itself or together with any other Transfers, would not result in the Company being treated as a publicly traded partnership within the meaning of Section 7704(b) of the Code (or failing any safe harbor to avoid such treatment under such Code section or the regulations promulgated thereunder) or otherwise being treated as a corporation for federal income tax purposes; (ii) such Transfer does not require the registration or qualification of such Interests pursuant to any applicable federal or state securities or “blue sky” laws; (iii) such Transfer does not result in a violation of the Investment Company Act or other laws ordinarily applicably to such transactions; (iv) the transferor and purported transferee each shall have represented to the Managers in writing that such Transfer was not effected through a broker-dealer or matching agent that makes a market in Interests or that provides a readily available, regular and ongoing opportunity to Members to sell or exchange their Interests; (v) the transferor shall reaffirm, and the purported transferee shall affirm, in writing his, her or its agreement to indemnify as described in Section 11.4; (vi) no facts are known to the Managers that cause the Managers to conclude that such transfer will have a material adverse effect on the Company; and (vii) the transferee has agreed in writing to become a Member to and subject to all of the terms, obligations and limitations of this Agreement.