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.
Appears in 2 contracts
Samples: Limited Liability Company Agreement, Limited Liability Company Agreement (Provision Holding, Inc.)
No Disposition in Violation of Law. Without limiting the representations set forth above, and without limiting Article 7the 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 it such Member or by the Company of the Securities Act, the Delaware General Corporation LawCalifornia Corporate Securities Law of 1968, 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.; and
(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 requirements set forth in Section 12.10(b)above, such Member will shall promptly forward to the Company a copy of any Form 144 filed with the Securities and Exchange Commission (the “SEC”) 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 's interpretations thereof in effect at the time of any such disposition have changed from its present interpretations thereof, such Member will shall provide the Company with such additional documents as the Members General Manager may reasonably require.
Appears in 2 contracts
Samples: Operating Agreement (Claxson Interactive Group Inc), Operating Agreement (Playboy Enterprises Inc)
No Disposition in Violation of Law. Without limiting the representations set forth above, and without limiting Article 7, such the Member will not make any disposition of all or any part of the Membership Interest which will result in the violation by it the Member or by the Company LLC of the Securities Act, any state law, including the Delaware General Corporation Law, California Corporate Securities Law of 1968 or any other applicable securities laws. Without limiting the foregoing, such the Member agrees will not to make any disposition of all or any part of the Membership Interest unless and until:
(a) 13.10.1. 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
(i) Such 13.10.2. The Member has notified the Company LLC of the proposed disposition and has furnished the Company LLC with a detailed statement of the circumstances surrounding the proposed disposition, ; and (ii) if reasonably requested by the MembersManager, such the Member has furnished the Company LLC with a written opinion of counsel, reasonably satisfactory to the CompanyLLC, 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) 13.10.3. 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)required by this Agreement, such the Member will shall promptly forward to the Company LLC a copy of any Form 144 filed with the Securities and Exchange Commission (the “SEC”) with respect to SEC regarding such disposition and a letter from the executing broker satisfactory to the Company LLC 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 the Member will shall provide the Company LLC with such additional documents as the Members Manager may reasonably require.
Appears in 2 contracts
Samples: Operating Agreement (Molecular Imaging Corp), Operating Agreement (Molecular Imaging Corp)
No Disposition in Violation of Law. Without limiting the representations set forth above, and without limiting Article 7VII of this Agreement, such Member will not make any disposition of all or any part of the Membership Interest which will result in the violation by it him or her or by the Company of the Securities Act, the Delaware General Corporation LawCalifornia Corporate Securities Law of 1968, 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) 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 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 MembersManagers, 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) 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)12.11B, such Member will shall promptly forward to the Company a copy of any Form 144 filed with the Securities and Exchange Commission (the “SEC”) 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 shall provide the Company with such additional documents as the Members Managers may reasonably require.
Appears in 1 contract
No Disposition in Violation of Law. Without limiting the representations set forth above, and without limiting Article 7the 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 it such Member or by the Company of the Securities Act, the Delaware General Corporation LawCalifornia Corporate Securities Law of 1968, 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.; and
(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 requirements set forth in Section 12.10(b)above, such Member will shall promptly forward to the Company a copy of any Form 144 filed with the Securities and Exchange Commission (the “SEC”) 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 shall provide the Company with such additional documents as the Members General Manager may reasonably require.
Appears in 1 contract
Samples: Operating Agreement (Claxson Interactive Group Inc)
No Disposition in Violation of Law. Without limiting the representations set forth aboveherein, and without limiting Article 7the restrictions on transferability set forth in this Agreement, such each Member agrees that he or she will not make any disposition of all or any part of the Membership Company Interest which will result in the violation by it him or her or by the Company of the Securities Act, the Delaware General Corporation LawCalifornia Corporate Securities Law of 1968, or any other applicable securities laws. Without limiting the foregoing, such Member he or she agrees (except as permitted under Sections 8.3, 8.4 and 8.5, above) not to make any disposition of all or any part of the Membership Company Interest unless and until:
(a) 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 b. 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 dispositiondisposition and, and (ii) if reasonably requested by the MembersBoard of Managers, such Member 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 law.
(c) c. In the case of any disposition of all or any part of the Membership Company Interest pursuant to SEC Rule 144, in addition to the matters set forth in Section 12.10(bSubsection (b), above, such transferring Member will shall promptly forward to the Company a copy of any Form 144 filed with the Securities and Exchange Commission (the “SEC”) 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 shall provide the Company with such additional documents as the Members Board of Managers may reasonably require.
Appears in 1 contract
Samples: Operating Agreement