Common use of Overriding Provisions Clause in Contracts

Overriding Provisions. (a) Any Transfer in violation of this Article XII shall be null and void ab initio, and the provisions of Section 12.4 shall not apply to any such Transfers. The approval of any Transfer in any one or more instances shall not limit or waive the requirement for such approval in any other or future instance. (b) All Transfers permitted under this Article XII are subject to this Section 12.5 and Section 12.9. (c) Any proposed Transfer by a Member pursuant to the terms of this Article XII shall, in addition to meeting all of the other requirements of this Agreement, satisfy the following conditions: (i) the Transfer will not be effected on or through an "established securities market" or a "secondary market or the substantial equivalent thereof," as such terms are used in Treasury Regulations section 1.7704-1, and, at the request of the Managing Members, the transferor and the transferee will have each provided the Company a certificate to such effect; and (ii) the proposed transfer will not result in the Company having more than 99 Members, within the meaning of Treasury Regulations section 1.7704-1(h)(l) (determined pursuant to the rules of Treasury Regulations section 1.7704-1

Overriding Provisions. (a) Any Transfer in violation of this Article XII shall be null and void ab initio, and the provisions of Section 12.4 shall not apply to any such Transfers. The approval of any Transfer in any one or more instances shall not limit or waive the requirement for such approval in any other or future instance. (b) All Transfers permitted under this Article XII are subject to this Section 12.5 and Section Sections 12.8 and 12.9. (c) Any proposed Transfer by a Member pursuant to the terms of this Article XII shall, in addition to meeting all of the other requirements of this Agreement, satisfy the following conditions: (i) the Transfer will not be effected on or through an "“established securities market" ” or a "“secondary market or the substantial equivalent thereof," ” as such terms are used in Treasury Regulations section 1.7704-1, and, at the request of the Managing MembersBoard, the transferor and the transferee will have each provided the Company a certificate to such effect; and (ii) the proposed transfer will not result in the Company having more than 99 Members, within the meaning of Treasury Regulations section 1.7704-1(h)(l1(h)(1) (determined pursuant to the rules of Treasury Regulations section 1.7704-11(h)(3)). The Board may in its sole discretion waive the condition set forth in clause (ii) of this Section 12.5(c). (d) The Company shall promptly amend Schedule A to reflect any permitted transfers of Interests pursuant to and in accordance with this Article XII.

Overriding Provisions. (a) Any Transfer or Hypothecation of any Interest in violation of this Article XII shall be null and void ab initioinitio and of no force or effect, and the provisions of Section 12.4 12.3 shall not apply to any such TransfersTransfer or Hypothecation. The approval of any Transfer or Hypothecation of any Interest in any one or more instances shall not limit or waive the requirement for such approval in any other or future instance. (b) All Transfers of Interests permitted under this Article XII are subject to this Section 12.5 12.4 and Section 12.9Sections 12.6 and 12.7. (c) Any proposed Transfer of Interests by a Member pursuant to the terms of this Article XII shall, in addition to meeting all of the other requirements of this Agreement, satisfy the following conditions: (i) the Transfer will not be effected on or through an "“established securities market" ” or a "“secondary market or the substantial equivalent thereof," ” as such terms are used in Treasury Regulations section Section 1.7704-1, and, at the request of the Managing MembersBoard, the transferor and the transferee will have each provided the Company a certificate to such effect; and (ii) the proposed transfer Transfer will not result in the Company having more than 99 Members, within the meaning of Treasury Regulations section Section 1.7704-1(h)(l1(h)(1) and will not result in the Company being taxed as a corporation for U.S. tax purposes (determined pursuant to the rules of Treasury Regulations section Section 1.7704-11(h)(3)). The Board may in its sole and absolute discretion waive the condition set forth in clause (ii) of this Section 12.4(c). (d) The Board shall promptly amend Schedule A to reflect any Transfers of Interests permitted under this Article XII.