Common use of Further Restrictions on Membership Transfers Clause in Contracts

Further Restrictions on Membership Transfers. No Member may assign, convey, sell, encumber, or in any way alienate all or any part of his, her or its interest in the Company (1) without registration under applicable federal and state securities laws, or unless he, she or it delivers an opinion of counsel satisfactory to the Company that registration under those laws is not required; or (2) if the interest to be sold or exchanged, when added to the total of all other sold or exchanged in the preceding twelve (12) consecutive months prior to that time, would result in the termination of the Company under Section 708 of the Internal Revenue Code or other adverse effect on the Company's tax or legal status.

Appears in 2 contracts

Samples: Operating Agreement (Dover Investments Corp), Operating Agreement (Dover Investments Corp)

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Further Restrictions on Membership Transfers. No Member may assign, convey, sell, encumber, or in any way alienate all or any part of his, her or its interest in the Company (1) without registration under applicable federal and state securities laws, or unless he, she or it delivers an opinion of counsel satisfactory to the Company that registration under those laws is not required; or (2) if the interest to be sold or exchanged, when added to the total of all other sold or exchanged in the preceding twelve (12) consecutive months prior to that time, would result in the termination of the Company under Section 708 of the Internal Revenue Code or other adverse effect on the Company's tax or legal statusCode.

Appears in 2 contracts

Samples: Operating Agreement (Dover Investments Corp), Operating Agreement (Dover Investments Corp)

Further Restrictions on Membership Transfers. No Member may assign, convey, sell, encumber, or in any way anyway alienate all or any part of his, her or its interest in the Company (1) without registration under applicable federal and state securities laws, or unless he, she or it delivers an opinion of counsel satisfactory to the Company that registration under those laws is not required; or (2) if the interest to be sold or exchanged, when added to the total of all other sold or exchanged in the preceding twelve (12) consecutive months prior to that time, would result in the tax termination of the Company under Section 708 of the Internal Revenue Code or other adverse effect on the Company's tax or legal statusCode.

Appears in 2 contracts

Samples: Operating Agreement (Dover Investments Corp), Operating Agreement (Dover Investments Corp)

Further Restrictions on Membership Transfers. No Member may assign, convey, sell, encumber, or in any way alienate all or any part of his, her or its interest in the Company (1) without registration under applicable federal and state securities laws, or unless he, she or it delivers an opinion of counsel satisfactory to the Company that registration under those laws is not required; or (2) if the interest to be sold or exchanged, when added to the total of all other sold or exchanged in the preceding twelve (12) consecutive months prior to that time, would result in the tax termination of the Company under Section 708 of the Internal Revenue Code or other adverse effect on the Company's tax or legal statusCode.

Appears in 2 contracts

Samples: Operating Agreement (Dover Investments Corp), Operating Agreement (Dover Investments Corp)

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Further Restrictions on Membership Transfers. No Member may assign, convey, sell, encumber, or in any way alienate all or any part of his, his or her or its interest in the Company (1) without registration under applicable federal and state securities laws, or unless he, he or she or it delivers an opinion of counsel satisfactory to the Company that registration under those laws is not required; or (2) if the interest to be sold or exchanged, when added to the total of all other sold or exchanged in the preceding twelve (12) consecutive months prior to that time, would result in the termination of the Company under Section 708 of the Internal Revenue Code or other adverse effect on the Company's tax or legal statusCode.

Appears in 1 contract

Samples: Operating Agreement (Dover Investments Corp)

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