Further Restrictions on Transfers. Notwithstanding any provision to the contrary contained herein, the following restrictions shall also apply to any and all proposed sales, assignments and transfer of Membership Interests, and any proposed sale, assignment or transfer in violation of same shall be void ab initio. (a) No Member shall make any transfer or assignment of all or any part of his Membership Interest if said transfer or assignment, when considered with all other transfers during the same applicable twelve month period, would, in the opinion of counsel for the Company, result in the termination of the Company’s status as a partnership for federal or state income tax purposes. (b) No Member shall make any transfer or assignment of all or any of his Membership Interest if the Managers determine such transfer or assignment would result in the Company being classified as an association taxable as a corporation or a “publicly traded partnership” within the meaning of Section 7704(b) of the Code (determined without reference to Code Section 469(i)) or any regulations or rules promulgated thereunder. (c) Instruments evidencing a Membership Interest (if any) shall bear and be subject to legend conditions in substantially the following forms:
Appears in 9 contracts
Samples: Limited Liability Company Operating Agreement (Redwood Mortgage Investors IX), Limited Liability Company Operating Agreement (Redwood Mortgage Investors IX), Limited Liability Company Operating Agreement (Redwood Mortgage Investors IX)