Common use of Further Restrictions on Transfer of Membership Interests Clause in Contracts

Further Restrictions on Transfer of Membership Interests. In addition to other restrictions found in this Agreement, no Member shall assign, convey, sell, encumber or in any way alienate all or any part of its Membership Interest, (a) without registration under applicable federal and state securities laws, unless its delivers an opinion of counsel satisfactory to the LLC (or otherwise reasonably satisfies the LLC) that registration under such laws is not required, or (b) if the Membership Interest to be sold or exchanged when added to the total of all other Membership Interests sold or exchanged during the preceding 12 consecutive months, would result in the termination of the LLC under Section 708 of the Code or any similar provision of the Code, except to the extent that this limitation is waived by the other Member. Any permitted transferee of a Membership Interest in the LLC shall take such Membership Interest subject to the restrictions on transfer imposed by this Agreement.