Common use of Limitations on Assignments Clause in Contracts

Limitations on Assignments. Notwithstanding the foregoing, in no event may any Member transfer or assign all or any part of his/her/its interest in the Company, no new Member shall be admitted to the Company, and no Member shall withdraw from the Company if such action would result in a sale or exchange of fifty percent (50%) or more of the total interest in the capital and profits of the Company within a twelve month period, such that the Company would be considered as terminated under Section 708 of the Code, or so as to prevent the Company from continuing the use of accelerated methods of depreciation theretofore used by the Company in connection with depreciable property of the Company, without the prior approval of the Members.