Further Restrictions on Transfer of Interests. In addition to other --------------------------------------------- restrictions found in this Agreement, no Member shall transfer, assign, convey, sell, encumber or in any way alienate all or any part of his or her Membership Interest: (i) without compliance with all federal and state securities law, and (ii) if the Membership Interest to be transferred, when added to the total of all other Membership Interests transferred in the preceding twelve (12) consecutive months prior thereto, would cause the tax termination of the Company under Code Section 708(b)(1)(B).
Further Restrictions on Transfer of Interests. In addition to other restrictions found in this Agreement, no Member shall transfer all or any part of its Membership Interest:
Further Restrictions on Transfer of Interests. In no event may any Member transfer all or any portion of such Member’s Membership Interest (i) without compliance with all requirements of this Agreement, (ii) if the Membership Interest to be transferred, when added to all other Membership Interests transferred in the 12 calendar months prior thereto, would cause a dissolution of the Company under the Code, or (iii) if the transfer is prohibited by the terms of any loan encumbering Company Property.
Further Restrictions on Transfer of Interests. In addition to other restrictions found in this Agreement, no Member shall Transfer all or any part of its Membership Interest: (a) without compliance with Section 15.1.9, and (b) if the Membership Interest to be transferred, assigned, sold or exchanged, when added to the total of all other Membership Interests sold or exchanged in the preceding twelve (12) consecutive months prior thereto, would cause the termination of the Company under the Code, as determined by the Managers. Notwithstanding anything to the contrary contained in this Agreement, Lifford (nor any of its respective Affiliates which may hold Membership Interests, collectively) shall not Transfer any Membership Interest to any of the Persons set forth on Exhibit E or any of such Persons' Affiliates, successors or assigns.
Further Restrictions on Transfer of Interests. In addition to other restrictions found in this Agreement, no Member shall transfer, assign, convey, sell, encumber or in any way alienate all or any part of his or her Membership Interest: (i) without compliance with all Federal and state securities law, (ii) if it would cause the Company or the Master Company to fail to qualify for the exemption from the definition of "investment company" provided by Section 3(c)(1) of the 1940 Act, (iii) if it would cause the Company to be treated as a publicly traded partnership ("PTP") taxable as a corporation under Code Section 7704, or (iv) if the Membership Interest to be transferred, when added to the total of all other Membership Interests transferred in the preceding twelve (12) consecutive months prior thereto, would cause the tax termination of the Company under Code Section 708(b)(1)(B).
Further Restrictions on Transfer of Interests. In addition to any other restrictions found in this Agreement, no Interest Holder may Transfer its Membership Interest, its Economic Interest or any part thereof (a) without compliance with the Securities Act, the California Corporate Securities Law of 1968 and any other applicable securities laws, and (b) if the Transfer could result in the Company not being classified as a partnership for federal or state income tax purposes, in each case as determined by the Managers. Any attempted or purported Transfer in violation of this Section 7.8 shall be null and void ab initio, and the transferee shall not become either a Member or an Economic Interest Holder.
Further Restrictions on Transfer of Interests. In addition to other restrictions found in the Agreement, no Member shall assign, convey, sell, encumber or in any way alienate all or any part of his Interest in Company: (i) without registration under applicable federal and state securities laws, or unless he delivers an opinion of counsel satisfactory to Company that registration under such laws is not required; or (ii) if the Interest to be sold or exchanged, when added to the total of all other Interests sold or exchanged in the preceding twelve (12) consecutive months prior thereto, would result in the termination of Company under Code Section 708.
Further Restrictions on Transfer of Interests. In addition to other restrictions found in this Agreement, no Member shall transfer, assign, convey, sell, encumber or in any way alienate all or any part of its Membership Interest: (i) without complying with all applicable federal and state securities laws; (ii) if the Membership Interest to be transferred, when added to the total of all other Membership Interests transferred in the preceding twelve (12) consecutive months prior thereto, would cause the termination of the Company under Section 708 of the Code unless the Company determines, based on the opinion of legal counsel to the Company, that any such termination would not have a material adverse effect on the Company or any Member; (iii) if such transfer would jeopardize the Company's classification as a partnership for federal or applicable state income tax purposes, or (iv) if such transfer would cause a breach of the Lease.
Further Restrictions on Transfer of Interests. In addition to other restrictions contained in this Agreement, except for any Transfer pursuant to Section 8.6 or Section 8.7, no Member shall Transfer all or any part of its Membership Interest: (a) without compliance with all federal and state securities laws to the extent applicable; (b) if such Transfer would affect the Company’s existence or qualification as a limited liability company under the Act; (c) if the Manager determines that such Transfer would cause the Company to lose its status as a partnership for federal income tax purposes; (d) if such Transfer would cause the Company to be required to register as an investment company under the Investment Company Act of 1940, as amended; (e) unless the Manager determines that such Transfer would not result in the Company being treated as a “publicly traded partnership” within the meaning of Code Section 7704; (f) unless the transferring Member and the Assignee have provided the Company with either (A) a fully completed and executed IRS Form W-9 or a certificate reasonably satisfactory to the Manager evidencing that no withholding is required under Section 1446(f) of the Code or (B) a certificate of the amount realized by the transferring Member for such interest and the original or a certified copy of a receipt issued by the U.S. Department of Treasury evidencing the payment of the tax withheld under Section 1446(f) of the Code in respect of the amount realized by the transferring Member for such interest (plus any interest and penalties) or other evidence of such payment, in each case, reasonably satisfactory to the Manager; (g) to any Person (other than to an Affiliate of a Member) primarily engaged in any line of business competitive with (1) the Business or any other material lines of business that the Company is actively developing as of the time of determination or (2) the business of licensing, sourcing, marketing, distributing and designing footwear, handbags, accessories and/or apparel; and (h) unless the transferor pays all expenses reasonably incurred by the Company, including reasonable attorneys’ fees and costs, in connection with such Transfer.
Further Restrictions on Transfer of Interests. In addition to other restrictions found in this Agreement, no Member shall transfer, assign, convey, sell, encumber or in any way alienate all or any part of such Member's Membership Interest (i) without compliance with Section 14.10, (ii) if the Membership Interest to be transferred, assigned, sold or exchanged, when added to the total of all other Membership Interests sold or exchanged in the preceding 12 consecutive months prior thereto, would cause the termination of the Company under the Code, or (iii) if the Membership Interest to be transferred, assigned, sold or exchanged, when added to the total of all other Membership Interests sold or exchanged prior thereto, would cause a reassessment of the Premises as a "change of ownership" under the California Revenue and Taxation Code. Any transferee of a Membership Interest shall take subject to the restrictions on transfer imposed by this Agreement.
