Interests in a Member. A Member that is not a natural person may not cause or permit an interest, direct or indirect, in itself to be Disposed of in violation of the Securities Act of 1933, as amended, or such that, after the Disposition, (a) the Company would be considered to have terminated within the meaning of Section 708 of the Code or (b) without the consent of the Board of Managers, that Member shall cease to be controlled by substantially the same Persons who control it as of the date of its admission to the Company. On any breach of this Section 3.4, the Company shall have the option to redeem, and on exercise of that option the breaching Member shall surrender, the breaching Member’s Capital Units in accordance with Section 4.3 of this Operating Agreement.
Interests in a Member. A Member that is not a natural person may not cause or permit an interest, direct or indirect, in itself to be Disposed of such that, after the Disposition, (i) the Company would be considered to have terminated within the meaning of Section 708 of the Code or (ii) without the consent of the Manager, it shall cease to be controlled by substantially the same Persons who control it as of the date of its admission to the Company as a Member.
Interests in a Member. Notwithstanding the foregoing, without the prior express written consent of each other Member, no Member shall Dispose of all or any part of its Membership Interest in such a manner that, after the Disposition, (i) the Company would be considered to have terminated within the meaning of Section 708 of the Code if such termination would result in material adverse tax consequences to the non-transferring Members or (ii) the Company would become an association taxable as a corporation for federal income tax purposes.
Interests in a Member. A Member that is not a natural person may not cause or permit an interest, direct or indirect, in itself to be Disposed of such that, after the Disposition, (a) the Company would be considered to have terminated within the meaning of section 708 of the Code or (b) without the consent of the Company Manager that Member shall cease to be controlled by substantially the same Persons who control it as of the date of its admission to the Company. On any breach of the provisions of clause (b) of the immediately preceding sentence, the Company shall have the option to buy, and on exercise of that option the breaching Member shall sell, the breaching Member’s Membership Interest all in accordance with Article 10 as if the breaching Member were a Bankrupt Member.
Interests in a Member. A Member may not cause or permit an interest direct or indirect, in itself to be Disposed of such that, after the Disposition, the Company would be considered to have terminated within the meaning of section 708 of the Code.
Interests in a Member. A Member that is not a natural person may not cause or permit an interest, direct or indirect, in itself to be transferred or assigned, such that after the transfer or assignment the Company would be considered to have terminated within the meaning of Section 708 of the Code.
Interests in a Member. A Member that is not a natural person may not cause or permit an interest, direct or indirect, in itself to be Disposed of such that, after the Disposition, (a) the Company would be considered to have terminated within the meaning of Section 708(b)(1)(B) of the Code or (b) without the consent of the Managers, that Member shall cease to be controlled by substantially the same persons who control it as of the date of its admission to the Company; provided, however, that the provisions of this Section 3.5(b) shall -------- ------- not apply to a transfer of an interest in a Strategic Partner (or Comcast), or to a transfer of an interest in any direct or indirect subsidiary of a Strategic Partner (or Comcast) as long as such Member remains a subsidiary of such Strategic Partner (or Comcast). On any breach of the provisions of clause (b) of the immediately preceding sentence, the Company shall have the option to buy, and on exercise of that option the breaching Member shall sell, the breaching Member's Membership Interest, all in accordance with Section 12.1 as if the breaching Member were a Bankrupt Member.
Interests in a Member. A Member that is not a natural person may not cause or permit an interest, direct or indirect, in itself to be Disposed of such that, after the Disposition, (a) the Company would be considered to have terminated within the meaning of Section 708 of the Code or (b) without the consent of the Managers and a Required Interest, that Member shall cease to be controlled by substantially the same Persons who control it as of the date of its admission to the Company or (c) to a competitor of SF Holdings. On any breach of the provisions of clauses (b) or (c) of the immediately preceding sentence, the Company shall have the option to buy, and on exercise of that option the breaching Member shall sell, the breaching Member's Membership Interest, all in accordance with Section 11.1 as if the breaching Member were a Bankrupt Member.
Interests in a Member. A Member that is not a natural Person (the "Breaching Member") may not cause or permit an interest, direct or indirect, in itself to be Disposed of such that, after the Disposition, (a) the Member would be considered to have terminated within the meaning of Section 708 of the Code or (b) without the consent of the Board of Managers, that Member shall cease to be controlled by substantially the same Persons who control it as of the date of its admission to the Company, it being agreed that a sale by a Member of a controlling interest, direct or indirect, in itself to the public shall not cause that Member to become a Breaching Member. On any breach of the provisions of clause (b) of the immediately preceding sentence, the Company shall have the option to buy, and on exercise of that option the Breaching Member shall sell, the Breaching Member's Membership Interest, all in accordance with Section 11.01 as if the Breaching Member were a Bankrupt Member.
Interests in a Member. Without the consent of the Manager, a Member that is not a natural person may not cause or permit an interest, direct or indirect, in itself to be Disposed of such that, after the Disposition, such Member shall cease to be controlled by substantially the same Persons who control it as of the date of its admission to the Company. On any breach of the provisions of the preceding sentence, the Company shall have the option to buy, and on exercise of that option the breaching Member shall sell, the breaching Member’s Membership Interest, all in accordance with Article XII as if there had been a Purchase Event with respect to the Membership Interest held by such Member.
