Further Restrictions on Transfers. Notwithstanding anything in this Agreement to the contrary, in addition to any other restrictions on a Transfer of an Interest, no Interest may be Transferred (a) without compliance with the Securities Act and any other applicable securities or “blue sky” laws, (b) if, in the determination of the Manager, the Transfer could result in the Fund not being classified as a partnership for federal income tax purposes, (c) if, in the determination of the Manager, the Transfer could cause the Fund to become subject to the Investment Company Act of 1940, as amended (the “Investment Company Act”), (d) if, in the determination of the Manager, the Transfer would cause a termination of the Fund under Section 708(b)(1)(B) of the Code that would have a material adverse effect on the Fund, or (e) the transferee is a minor or incompetent.
Appears in 6 contracts
Samples: Purchase Agreement, Purchase Agreement, Purchase Agreement
Further Restrictions on Transfers. Notwithstanding anything in this Agreement to the contrary, in addition to any other restrictions on a Transfer of an Interest, no Interest may be Transferred (a) without compliance with the Securities Act and any other applicable securities or “"blue sky” " laws, (b) if, in the determination of the Manager, the Transfer could result in the Fund not being classified as a partnership for federal income tax purposes, (c) if, in the determination of the Manager, the Transfer could cause the Fund to become subject to the Investment Company Act of 1940, as amended (the “"Investment Company Act”"), (d) if, in the determination of the Manager, the Transfer would cause a termination of the Fund under Section 708(b)(1)(B) of the Code that would have a material adverse effect on the Fund, or (e) the transferee is a minor or incompetent.
Appears in 2 contracts
Samples: Limited Liability Company Agreement, Limited Liability Company Agreement
Further Restrictions on Transfers. Notwithstanding anything in this Agreement to the contrary, in addition to any other restrictions on a Transfer of an Membership Interest, no Membership Interest may be Transferred (a) without compliance with the Securities Act and any other applicable securities or “blue sky” laws, (b) if, in the determination of the Manager, the Transfer could result in the Fund Company not being classified as a partnership for federal income tax purposes, (c) if, in the determination of the Manager, the Transfer could cause the Fund Company to become subject to the Investment Company Act of 1940, as amended (the “Investment Company Act”), (d) if, in the determination of the Manager, the Transfer would cause a termination of the Fund Company under Section 708(b)(1)(B) of the Code that would have a material adverse effect on the Fundany applicable law, or (e) the transferee is a minor or incompetent.
Appears in 1 contract
Samples: Company Agreement