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 all federal and state securities law, and B. 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).
Appears in 4 contracts
Samples: Operating Agreement (Bloomin' Brands, Inc.), Operating Agreement (Osi Restaurant Partners, LLC), Operating Agreement (Outback Steakhouse Inc)
Further Restrictions on Transfer of Interests. In addition to other --------------------------------------------- restrictions found in this Agreement, no Member shall transfer transfer, assign, convey, sell, encumber or in any way alienate all or any part of its his or her Membership Interest:
A. Without : (i) without compliance with all federal and state securities law, and
B. If 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).
Appears in 2 contracts
Samples: Operating Agreement (Franchise Mortgage Acceptance Co), Operating Agreement (Auto Marketing Network Inc)
Further Restrictions on Transfer of Interests. In addition to other restrictions found in this Agreement, no event may any Member shall transfer all or any part portion of its such Member’s Membership Interest:
A. Without Interest (i) without compliance with all federal and state securities lawrequirements of this Agreement, and
B. If (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 12 calendar months prior thereto, would cause the tax termination a dissolution of the Company under Code Section 708(b)(1)(B)the Code, or (iii) if the transfer is prohibited by the terms of any loan encumbering Company Property.
Appears in 2 contracts
Samples: Operating Agreement, Operating Agreement (Helix Biomedix Inc)
Further Restrictions on Transfer of Interests. In addition to other restrictions found in this Agreement, no Member shall transfer will transfer, assign, convey, sell, encumber or in any way alienate all or any part of its Membership Interest:
A. Without : (i) without compliance with all federal Section 12.10, and state securities law, and
B. If (ii) if the Membership Interest to be transferred, assigned, sold or exchanged, when added to the total of all other Membership Interests transferred sold or exchanged in the preceding twelve (12) consecutive months prior thereto, would cause the tax termination of the Company under Code Section 708(b)(1)(B)the Code, as determined by the Members.
Appears in 2 contracts
Samples: Limited Liability Company Agreement, Limited Liability Company Agreement (Provision Holding, Inc.)
Further Restrictions on Transfer of Interests. In addition to other restrictions found in this Agreement, no Member shall transfer Transfer all or any part of its that Member’s Membership Interest:
A. Without : (i) without compliance with all federal and state applicable securities lawlaws, and
B. If (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, Transfer would cause the Company’s tax termination within the meaning of the Company under Code Section 708(b)(1)(B), or (iii) if the Transfer would cause the Company to be treated as a corporation pursuant to Code Section 7704 or Regulations Section 1.7704-1.
Appears in 1 contract
Further Restrictions on Transfer of Interests. In addition to other restrictions found contained in this Agreement, no Member shall transfer Transfer all or any part of its Membership Interest:
A. Without : (i) without compliance with all federal and state securities law, and
B. If the Membership Interest to be transferred, when added laws to the total of extent applicable; and (ii) unless the transferor pays all other Membership Interests transferred expenses reasonably incurred by the Company, including reasonable attorneys’ fees and costs, in connection with the preceding twelve (12) consecutive months prior thereto, would cause the tax termination of the Company under Code Section 708(b)(1)(B)Transfer.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Cbre LJM Mortgage Co LLC)
Further Restrictions on Transfer of Interests. In addition to other --------------------------------------------- restrictions found in this Agreement, no Member shall transfer Transfer all or any part of its Membership Interest:
A. Without : without compliance with all federal and state securities lawlaws, and
B. If and 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).
Appears in 1 contract
Samples: Operating Agreement (First American Financial Corp)
Further Restrictions on Transfer of Interests. In addition to other restrictions found in this Agreement, no Member shall transfer transfer, assign, convey, sell, encumber or in any way alienate all or any part of its his or her Membership Interest:
A. Without : (i) without compliance with all federal Section 12.10, and state securities law, and
B. If (ii) if the Membership Interest to be transferred, assigned, sold or exchanged, when added to the total of all other Membership Interests transferred sold or exchanged in the preceding twelve (12) consecutive months prior thereto, would cause the tax termination of the Company under Code Section 708(b)(1)(B)the Code, as determined by the Managers.
Appears in 1 contract
Samples: Operating Agreement
Further Restrictions on Transfer of Interests. In addition to other ther restrictions found in this Agreement, no Member shall transfer all or any part of its Membership Interest:
A. Without compliance with all federal and state securities law, and
B. 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).
Appears in 1 contract
Further Restrictions on Transfer of Interests. In addition to other restrictions found in this Agreement, no Member shall transfer all Transfer any Membership Interest or any part of its interest in any Membership Interest:
A. Without Interest (a) without compliance with all federal section 12, and state securities law, and
B. If (b) if the Membership Interest or interest to be transferredTransferred, when added to the total of all other Membership Interests transferred Transferred in the preceding twelve (12) consecutive months prior theretomonths, would cause the tax termination of the Company under Code Section 708(b)(1)(B)the Code.
Appears in 1 contract
Samples: Securities Agreement (Simpson Manufacturing Co Inc /Ca/)
Further Restrictions on Transfer of Interests. In addition to other --------------------------------------------- restrictions found set forth in this Agreement, no Member shall transfer Transfer all or any part of its such Member's Membership Interest:
A. Without : (i) without compliance with all federal and state securities lawlaws, and
B. If (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, Transfer would cause the tax termination of the Company under Code Section 708(b)(1)(B)708, (iii) or if the Transfer would otherwise result in adverse tax consequences to the Company and/or the non-transferring Members.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Southwest Water Co)
Further Restrictions on Transfer of Interests. In addition to other restrictions found in this Agreement, no Member shall transfer Transfer all or any part of its Membership Interest:
A. Without : (i) without compliance with all federal and state securities lawlaws, and
B. If 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).
Appears in 1 contract
Further Restrictions on Transfer of Interests. In addition to other restrictions found in this Agreement, no Member shall transfer transfer, assign, convey, sell, encumber or in any way alienate all or any part of its the Member's Membership Interest:
A. Without : (i) without compliance with all federal and state securities lawArticle 11.9, and
B. If or (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 IMMERSION under Code Section 708(b)(1)(B).
Appears in 1 contract
Samples: Operating Agreement (Immersion Corp)
Further Restrictions on Transfer of Interests. In addition to other --------------------------------------------- restrictions found in this Agreement, no Member shall transfer transfer, assign, convey, sell, encumber or in any way alienate all or any part of its his Membership Interest:
A. Without compliance with all federal and state securities law, and
B. If Interest if the Membership Interest to be transferred, assigned, sold or exchanged, when added to the total of all other Membership Interests transferred sold or exchanged in the preceding twelve (12) consecutive months prior thereto, would cause the tax termination of the Company under Code Section 708(b)(1)(B)the Code, as determined by the Members.
Appears in 1 contract
Further Restrictions on Transfer of Interests. In addition to other restrictions found in this Agreement, no Member shall transfer all Transfer any Membership Interest or any part of its Membership Interest:
A. Without interest therein (a) without compliance with all federal section 12 unless the Manager consents, and state securities law, and
B. If (b) if the Membership Interest or interest to be transferredTransferred, when added to the total of all other Membership Interests transferred Transferred in the preceding twelve (12) consecutive months prior theretomonths, would cause the tax termination of the Company under Code Section 708(b)(1)(B)the Code.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Innovaro, Inc.)
Further Restrictions on Transfer of Interests. In addition to other restrictions found in this Agreement, no Member shall transfer Transfer all or any part of its Membership Interest:
A. Without : without compliance with all federal and state securities lawlaws, and
B. If and 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).
Appears in 1 contract
Samples: Operating Agreement (First American Financial Corp)