No Disposition in Violation of Law. Without limiting the representations set forth above, he or she will not make any disposition of all or any part of the interest which will result in the violation by him or her or by the Company of the Securities Act, or any other states securities law or any other applicable securities laws. Without limiting the foregoing, he or she agrees not to make any disposition of all or any part of the Membership Interest unless and until:
(1) There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement and any applicable requirements of state securities laws; or
(2) He or she has notified the Company of the proposed disposition and has furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Manager, he or she has furnished the Company with a written opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of any securities under the Securities Act or the consent of or a permit from appropriate authorities under any applicable state securities laws; and
(3) The disposition will satisfy all of the requirements and restrictions as set out in this Operating Agreement.
No Disposition in Violation of Law. Without limiting the representations set forth above, and without limiting Article 7, such Member will not make any disposition of all or any part of the Membership Interest which will result in the violation by it or by the Company of the Securities Act, the Delaware General Corporation Law, or any other applicable securities laws. Without limiting the foregoing, such Member agrees not to make any disposition of all or any part of the Membership Interest unless and until:
(a) There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement and any applicable requirements of state securities laws; or
(i) Such Member has notified the Company of the proposed disposition and has furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (ii) if reasonably requested by the Members, such Member has furnished the Company with a written opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of any securities under the Securities Act or the consent of or a permit from appropriate authorities under any applicable state securities law.
(c) In the case of any disposition of all or any part of the Membership Interest pursuant to SEC Rule 144, in addition to the matters set forth in Section 12.10(b), such Member will promptly forward to the Company a copy of any Form 144 filed with the Securities and Exchange Commission (the “SEC”) with respect to such disposition and a letter from the executing broker satisfactory to the Company evidencing compliance with SEC Rule 144. If SEC Rule 144 is amended or if the SEC’s interpretations thereof in effect at the time of any such disposition have changed from its present interpretations thereof, such Member will provide the Company with such additional documents as the Members may reasonably require.
No Disposition in Violation of Law. Without limiting the representations set forth above, and without limiting any provision of this Agreement, he, she, or it will not make any disposition of all or any part of the Percentage Interest which will result in the violation by him, her, or it or by the Partnership of the Securities Act, the Act, or any other applicable federal or state laws. Without limiting the foregoing, he, she, or it agrees not to make any disposition of all or any part of the Percentage Interest unless and until:
17.9.1 There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement and any applicable requirements of state securities laws; or
17.9.2 He, she, or it has notified the Partnership of the proposed disposition and has furnished the Partnership with a detailed statement of the circumstances surrounding the proposed disposition, and (ii) if reasonably requested by the General Partner, he, she, or it has furnished the Partnership with a written opinion of counsel, reasonably satisfactory to the Partnership, that such disposition will not require registration of any securities under the Securities Act or the consent of or a permit from appropriate authorities under any applicable state securities law; or
17.9.3 In the case of any disposition of all or any part of the Percentage Interest pursuant to Securities Act Rule 144, in addition to the matters set forth herein, he, she, or it shall promptly forward to the Partnership a copy of any Form 144 filed with the Securities and Exchange Commission (“SEC”) with respect to such disposition and a letter from the executing broker satisfactory to the Partnership evidencing compliance with Rule 144. If Rule 144 is amended or if the SEC’s interpretations thereof in effect at the time of any such disposition have changed from its present interpretations thereof, he, she, or it shall provide the Partnership with such additional documents as the General Partner may reasonably require.
No Disposition in Violation of Law. Without limiting the representations set forth above, and without limiting Article 11 of this Agreement, such Member will not make any disposition of all or any part of the Interests which will result in the violation by such Member or by the Company of the Securities Act or any other applicable securities laws.
No Disposition in Violation of Law. Without limiting the representations set forth above, and without limiting the other provisions of this Agreement relating to the transfer of Membership Interests, such Member will not make any disposition of all or any part of the Membership Interest which will result in the violation by such Member or by the Company of any applicable securities laws.
No Disposition in Violation of Law. Without limiting the representations set forth above, and without limiting Article 8 of this Agreement, such Member will not make a Transfer of all or any part of the LLC Interest or any direct or indirect ownership interest in it which will result in the violation by it or the LLC of the Securities Act or any other applicable securities laws.
No Disposition in Violation of Law. Without limiting the representations set forth above, and without limiting anything contained elsewhere in this Agreement (including Article Six concerning Transfers of Units), no Member shall make any disposition of all or any part of such Member’s Units that would result in a violation by the Company of the Securities Act or any other applicable securities laws. Without limiting the foregoing, such Member agrees not to make any Transfer of all or any part of its Units unless and until such Member has notified the Company of the proposed Transfer and, if requested by the Manager, furnish, a written opinion of counsel, reasonably satisfactory to the Manager, that such disposition would not require registration of any Securities under the Securities Act or the Consent of or a permit from appropriate authorities under any applicable state securities laws.
No Disposition in Violation of Law. Without limiting the representations set forth above, such Member will not make any disposition of all or any part of the Units which will result in the violation by it or by the Company of the Securities Act, any other applicable securities laws or this Agreement.
No Disposition in Violation of Law. Without limiting the representations set forth above, Purchaser will not make any disposition of all or any part of Purchaser’s Interests which will result in the violation by Purchaser or by Company of the Securities Act, the California Corporate Securities Law of 1968, or any Delaware or other applicable securities laws. Without limiting the foregoing, Purchaser agrees not to make any disposition of all or any part of the Interests unless and until: (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement and any applicable requirements of state securities laws; or (ii) Purchaser has notified Company of the proposed disposition and has furnished Company with a detailed statement of the circumstances surrounding the proposed disposition, and reasonably requested by Company, Purchaser has furnished Company with a written opinion of counsel, reasonably satisfactory to Company, that such disposition will not require registration of any securities under the Securities Act or the consent of or a permit from appropriate authorities under any applicable state securities law.
No Disposition in Violation of Law. Without limiting the representations set forth above, and without limiting Article 7 of this Agreement, he will not make any disposition of all or any part of the Membership Interest which will result in the violation by him or by IMMERSION of the Securities Act, the California Corporate Securities Law of 1968, or any other applicable securities laws. Without limiting the foregoing, he agrees not to make any disposition of all or any part of the Membership Interest unless and until:
A. There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement and any applicable requirements of state securities laws; or
(i) The Member has notified IMMERSION of the proposed disposition and has furnished IMMERSION with a detailed statement of the circumstances surrounding the proposed disposition, and (ii) if reasonably requested by the Managers, he has furnished IMMERSION with a written opinion of counsel, reasonably satisfactory to IMMERSION, that such disposition will not require registration of any securities under the Securities Act or the consent of or a permit from appropriate authorities under any applicable state securities law.
