Common use of Interests in a Member Clause in Contracts

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. 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 or Exchange Securities in such a manner that, after the such 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 Members, (ii) the Company would become an association taxable as a corporation for federal income tax purposes, or (iii) the Company would not have, or would be deemed to not have, at least two (2) members as required pursuant to Sec. 2(5) of the Act.

Interests in a Member. Notwithstanding any provision of this Agreement to the foregoingcontrary, 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-non- transferring Members or (ii) the Company would become an association taxable as a corporation for federal income tax purposes.