Common use of Further Restrictions on Transfer Clause in Contracts

Further Restrictions on Transfer. In addition to the restrictions set forth in Section 9.2, no Member shall Transfer all or any part of the Member's Interest: (a) without registration under applicable state securities laws, unless an exemption therefrom applies and, if requested by the Company, the Member delivers an opinion of counsel satisfactory to the Company, that registration under any such laws is not required; or (b) if the Interest or portion thereof, when added to the total of all other Interests sold or exchanged in the preceding 12 consecutive months prior thereto, would result in the termination of the Company for tax purposes under Section 708 of the Code.

Appears in 2 contracts

Samples: Purchase Agreement (Penske Motorsports Inc), Purchase Agreement (Penske Motorsports Inc)

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Further Restrictions on Transfer. In addition to the restrictions and requirements set forth in Section 9.29.2and Section 9.4, no Member shall Transfer assign, convey, sell, encumber or in any way alienate all or any part of such Member’s Interest in the Member's Interest: Company: (a) without registration under applicable federal and state securities laws, unless an exemption therefrom applies and, if requested by the Company, the such Member delivers an opinion of counsel satisfactory to the Company, Company that registration under any such laws is not required; or or, (b) if the Interest to be sold or portion thereofexchanged, when added to the total of all other Interests sold or exchanged in the preceding 12 consecutive months prior thereto, would result in the termination of the Company for tax purposes under Code Section 708 of the Code708.

Appears in 1 contract

Samples: Operating Agreement

Further Restrictions on Transfer. In addition to the restrictions set forth in Section 9.27.2, no Member shall Transfer assign, convey, sell, encumber or in any way alienate all or any part of its Interest in the Member's InterestCompany: (ai) without registration under applicable federal and state securities laws, or unless an exemption therefrom applies and, if requested by the Company, the Member it delivers an opinion of counsel satisfactory satisfactorily to the Company, Company that registration under any such laws is not required; or (bii) if the Interest to be sold or portion thereofexchanged, when added to the total of all other Interests sold or exchanged in the preceding 12 twelve (12) consecutive months prior thereto, would result in the termination of the Company for tax purposes under Section 708 of the Code.

Appears in 1 contract

Samples: Operating Agreement (InSight Imaging Services Corp.)

Further Restrictions on Transfer. In addition to the restrictions set forth in Section 9.28.1, no Member shall Transfer all or any part of the Member's Interestinterest: (a) without registration under applicable state or federal securities laws, unless an exemption therefrom applies and, if requested by the Company, the Member delivers an opinion of counsel satisfactory to the Company, that registration under any such laws is not required; or (b) if the Interest or portion thereof, when added to the total of all other Interests sold or exchanged in the preceding 12 consecutive months prior thereto, would result in the termination of the Company for tax purposes under Section 708 of the Code.

Appears in 1 contract

Samples: Operating Agreement (Teletech Holdings Inc)

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Further Restrictions on Transfer. In addition to the restrictions set forth in Section 9.28.3, no Member shall Transfer assign, convey, sell, encumber or in any way alienate all or any part of his Interest in the Member's InterestCompany: (a) without registration under applicable federal and state securities laws, unless an exemption therefrom applies and, if requested by the Company, the Member he delivers an opinion of counsel satisfactory to the Company, Company that registration under any such laws is not required; or (b) if the Interest to be sold or portion thereofexchanged, when added to the total of all other Interests sold or exchanged in the preceding 12 consecutive months prior thereto, would result in the termination of the Company for tax purposes under Code Section 708 of the Code708.

Appears in 1 contract

Samples: Loan and Stock Purchase Agreement (Signature Leisure Inc)

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