Common use of General Restriction on Transfer Clause in Contracts

General Restriction on Transfer. Subject to the provisions of Sections 11.6 and 11.10, no Member may Transfer all or a portion of its/his Units unless (i) the Transfer is made in compliance with the provisions of Section 11.3 and 11.4, and (ii) the following conditions are satisfied: (a) the transferor and the transferee reimburse the Company for all costs that the Company incurs in connection with such Transfer; (b) the Transfer does not cause the Company to become a “publicly traded partnership” within the meaning of Code Section 7704(b) or otherwise become subject to income taxation as an association or corporation; (c) the Transfer is registered under the Securities Act and any applicable state securities laws, or alternatively, counsel for the Company determines that such Transfer is exempt from applicable registration requirements or that such Transfer will not violate any applicable securities laws; and (d) the transferor and the transferee agree to execute such documents and instruments as are necessary or appropriate in the discretion of the Management Committee to document and give effect to such Transfer.

General Restriction on Transfer. Subject to the provisions of Sections 11.6 and 11.10, no Member may Transfer all or a portion of its/his Units unless (i) the Transfer is made in compliance with the provisions of Section 11.3 and 11.4, and (ii) the following conditions are satisfied: (a) the transferor and the transferee reimburse the Company for all costs that the Company incurs in connection with such Transfer; (b) the Transfer does not cause the Company to become a “publicly traded partnership” within the meaning of Code Section 7704(b) or otherwise become subject to income taxation as an asan association or corporation; (c) the Transfer is registered under the Securities Act and any applicable state securities laws, or alternatively, counsel for the Company determines that such Transfer is exempt from applicable registration requirements or that such Transfer will not violate any applicable securities laws; and (d) the transferor and the transferee agree to execute such documents and instruments as are necessary or appropriate in the discretion of the Management Committee to document and give effect giveeffect to such Transfer.