Common use of Conditions to Transfers Clause in Contracts

Conditions to Transfers. A Transfer shall not be permitted under this Agreement unless and until the following conditions are satisfied: (a) Except in the case of a Transfer at death or involuntarily by operation of law, the transferor and transferee shall execute and deliver to the Company such documents and instruments of conveyance as the Company and its counsel may deem necessary or appropriate to effect such Transfer and to confirm the agreement of the transferee to be bound by the provisions of this Agreement. In any case not described in the preceding sentence, the Transfer shall be confirmed by presentation to the Company of legal evidence of such Transfer, in form and substance satisfactory to counsel to the Company. (b) The transferor and transferee shall furnish to the Company the transferee’s taxpayer identification number, sufficient information to determine the transferee’s initial tax basis in the Membership 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. The Company shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Membership Interest until it has received such information. (c) Except in the case of a Transfer at death or involuntarily by operation of law, the transferor shall provide evidence satisfactory to the Company and its counsel that such Transfer is exempt from all applicable registration requirements and will not violate any applicable laws regulating the Transfer of securities.

Conditions to Transfers. A Transfer transfer shall not be permitted under this Agreement unless and until the following conditions are satisfied: (a) Except in the case of a Transfer at death or transfer of Membership Interest involuntarily by operation of law, the transferor and transferee shall execute and deliver to the Company LLC such documents and instruments of conveyance as the Company LLC and its counsel may deem necessary or appropriate to effect such Transfer transfer and to confirm the agreement of the transferee to be bound by the provisions of this Agreement. In any case not described in the preceding sentence, the Transfer transfer shall be confirmed by presentation to the Company LLC of legal evidence of such Transfertransfer, in form and substance satisfactory to counsel to the CompanyLLC. (b) The transferor and transferee shall furnish to the Company LLC the transferee’s taxpayer identification number, sufficient information to determine the transferee’s initial tax basis in the Membership Interest transferred, and any other information reasonably necessary to permit the Company LLC to file all required federal and state tax returns and other legally required information, statements or returns. The Company LLC shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Membership Interest until it has received such information. (c) Except in the case of a Transfer at death or transfer involuntarily by operation of law, either (i) such Membership Interest shall be registered under the Securities Act and any applicable state securities laws, or (ii) the transferor shall provide evidence satisfactory to the Company LLC and its counsel that such Transfer transfer is exempt from all applicable registration requirements and will not violate any applicable laws regulating the Transfer transfer of securities.

Conditions to Transfers. A Transfer shall not be permitted under this Agreement unless and until the following conditions are satisfied: (a) Except in the case of a Transfer at death or involuntarily by operation of law, the transferor and transferee shall execute and deliver to the Company such documents and instruments of conveyance as the Company and its counsel may deem necessary or appropriate to effect such Transfer and to confirm the agreement of the transferee to be bound by the provisions of this Agreement. In any case not described in the preceding sentence, the Transfer shall be confirmed by presentation to the Company of legal evidence of such Transfer, in form and substance satisfactory to counsel to the Company. (b) The transferor and transferee shall furnish to the Company the transferee’s taxpayer identification number, sufficient information to determine the transferee’s initial tax basis in the Membership 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. The Company company shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Membership Interest until it has received such information. (c) Except in the case of a Transfer at death or involuntarily by operation of law, the transferor shall provide evidence satisfactory to the Company and its counsel that such Transfer is exempt from all applicable registration requirements and will not violate any applicable laws regulating the Transfer of securities.