General Requirements for Dispositions Sample Clauses

General Requirements for Dispositions. Any Member Disposing of all or any portion of its Membership Units (a “Disposing Member”) and its Assignee shall cause the requirements in this Section 4.1(b) to be met in connection with such Disposition and, if applicable, the admission of such Assignee as a Member, and such Disposition (and admission, if applicable) shall not be effective unless such requirements are complied with: (i) The following documents must be delivered to the Company and each Member other than the Disposing Member (each, a “Nondisposing Member”) and must be satisfactory, in form and substance, to the Board: (A) a copy of the instrument pursuant to which the Disposition is effected; (B) an instrument, executed by the Disposing Member and its Assignee, containing the following information and agreements, to the extent they are not contained in the instrument described above: (1) the notice address of the Assignee; (2) if the Assignee has a Parent, the name of the Parent; (3) the Assignee’s ratification of this Agreement and agreement to be bound by it, the Assignee’s assumption of all obligations of the Disposing Member from and after the date of the Disposition and its confirmation that the representations and warranties in Section 3.5 are true and correct with respect to it; and (4) representations and warranties by the Disposing Member and its Assignee (a) that the Disposition and admission are being made in accordance with all applicable Laws (including that the Disposition does not require any approval of the NRC or that the Disposing Member or its Assignee have obtained any such approval at their own cost and expense without imposing any material regulatory burden or adverse regulatory consequences on the Company or the Nondisposing Members) and (b) that the matters covered in the legal opinions described in subsections 4.1(b)(i)(C) and (D) are true and correct; (C) unless the Membership Units subject to the Disposition are registered under the Securities Act and any applicable state securities Law, a favorable opinion of the Company’s legal counsel, or of other legal counsel acceptable to the Board, to the effect that the Disposition and admission is being made pursuant to a valid exemption from registration under those Laws and in accordance with those Laws; and (D) a favorable opinion of the Company’s legal counsel, or of other legal counsel acceptable to the Board, to the effect that the Disposition would not result in the Company’s being considered to have terminated wi...