Common use of Representations Regarding Transfers; Legend Clause in Contracts

Representations Regarding Transfers; Legend. (a) Each Member hereby covenants and agrees with the Company for the benefit of the Company and all Members, that (i) it is not currently making a market in Membership Interests or any portion thereof and will not in the future make a market in Membership Interests or any portion thereof, (ii) it will not Transfer its Membership Interest or any portion thereof on an established securities market, a secondary market (or the substantial equivalent thereof) within the meaning of Code section 7704(b) (and any Regulations, revenue rulings, or other official pronouncements of the Internal Revenue Service or Treasury Department that may be promulgated or published thereunder), and (iii) in the event such Regulations, revenue rulings, or other pronouncements treat any or all arrangements which facilitate the selling of Company interests and which are commonly referred to as "matching services" as being a secondary market or substantial equivalent thereof, it will not Transfer any Membership Interest or any portion thereof through a matching service that is not approved in advance by the Company. Each Member further agrees that it will not Transfer any Membership Interest or any portion thereof to any Person unless such Person agrees to be bound by this Section 19.11(a) and to Transfer such Membership Interest or any portion thereof only to Persons who agree to be similarly bound.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Williams Communications Group Inc), Limited Liability Company Agreement (Williams Communications Group Inc), Limited Liability Company Agreement (Williams Communications Group Inc)

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Representations Regarding Transfers; Legend. (a) Each Member hereby covenants and agrees with the Joint Sales Company for the benefit of the Joint Sales Company and all Members, that (i) it is not currently making a market in Membership Interests or any portion thereof Units and will not in the future make a market in Membership Interests or any portion thereofUnits, (ii) it will not Transfer its Membership Interest or any portion thereof Units on an established securities market, a secondary market (or the substantial equivalent thereof) within the meaning of Code section Section 7704(b) (and any Regulations, proposed Regulations, revenue rulings, or other official pronouncements of the Internal Revenue Service or Treasury Department that may be promulgated or published thereunder), and (iii) in the event such Regulations, revenue rulings, or other pronouncements treat any or all arrangements which facilitate the selling of Joint Sales Company interests and which are commonly referred to as "matching services" as being a secondary market or substantial equivalent thereof, it will not Transfer any Membership Interest or any portion thereof Units through a matching service that is not approved in advance by the Joint Sales Company. Each Member further agrees that it will * CONFIDENTIAL TREATMENT REQUESTED 43 not Transfer any Membership Interest or any portion thereof Units to any Person unless such Person agrees to be bound by this Section 19.11(a10.9(a) and to Transfer such Membership Interest or any portion thereof Units only to Persons who agree to be similarly bound.

Appears in 1 contract

Samples: Operating Agreement (Metabolix Inc)

Representations Regarding Transfers; Legend. (a) Each Member hereby represents to, and covenants and agrees with with, the Company Company, for the benefit of the Company and all Members, that (i) it is not currently making a market in Membership the Member Interests or any portion thereof and will not in the future make a market in Membership the Member Interests or any portion thereofwithout the prior written approval of the Board, (ii) it will not Transfer its Membership Interest or any portion thereof Member Interests on an established securities market, a secondary market (or the substantial equivalent thereof) within the meaning of Code section Section 7704(b) (and any Treasury Regulations, proposed Treasury Regulations, revenue rulings, or other official pronouncements of the Internal Revenue Service or Treasury Department that may be promulgated or published thereunder), and (iii) in the event such Treasury Regulations, revenue rulings, or other pronouncements treat any or all arrangements which facilitate the selling of Company interests Member Interests and which are commonly referred to as "matching services" as being a secondary market or substantial equivalent thereof, it will not Transfer any Membership Interest or any portion thereof Member Interests through a matching service that is not approved in advance by the CompanyBoard. Each Member further agrees that it will not Transfer any Membership Interest or any portion thereof Member Interests to any Person unless such Person agrees to be bound by this Section 19.11(a13.6(a) and to Transfer such Membership Interest or any portion thereof Member Interests only to Persons who agree to be similarly bound.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Clean Energy Fuels Corp.)

Representations Regarding Transfers; Legend. (a) Each Member hereby covenants and agrees with the Company for the benefit of the Company and all Members, that (i) it is not currently making a market in Membership Interests or any portion thereof and will not in the future make a market in Membership Interests or any portion thereofInterests, (ii) it will not Transfer its Membership Interest or any portion thereof Interests on an established securities market, a secondary market (or the substantial equivalent thereof) within the meaning of Code section Section 7704(b) (and any Regulations, proposed Regulations, revenue rulings, or other official pronouncements of the Internal Revenue Service or Treasury Department that may be promulgated or published thereunder), and (iii) in the event such Regulations, revenue rulings, or other pronouncements treat any or all arrangements which that facilitate the selling of Company interests and which that are commonly referred to as "matching services" as being a secondary market or substantial equivalent thereof, it will not Transfer any Membership Interest or any portion thereof Interests through a matching service that is not approved in advance by the Company. Each Member further agrees that it will not Transfer any Membership Interest or any portion thereof Interests to any Person unless such Person agrees to be bound by this Section 19.11(a10.9(a) and to Transfer such Membership Interest or any portion thereof Interests only to Persons who agree to be similarly bound.

Appears in 1 contract

Samples: Limited Liability Company Operating Agreement (Western Wind Energy Corp)

Representations Regarding Transfers; Legend. (a) Each Member hereby represents to, and covenants and agrees with with, the Company Company, for the benefit of the Company and all Members, that (i) it is not currently making a market in Membership Interests or any portion thereof the Units and will not in the future make a market in Membership Interests or any portion thereofthe Units without the prior written approval of the Board, (ii) it will not Transfer its Membership Interest or any portion thereof Units on an established securities market, a secondary market (or the substantial equivalent thereof) within the meaning of Code section Section 7704(b) (and any Treasury Regulations, proposed Treasury Regulations, revenue rulings, or other official pronouncements of the Internal Revenue Service or Treasury Department that may be promulgated or published thereunder), and (iii) in the event such Treasury Regulations, revenue rulings, or other pronouncements treat any or all arrangements which facilitate the selling of Company interests Units and which are commonly referred to as "matching services" as being a secondary market or substantial equivalent thereof, it will not Transfer any Membership Interest or any portion thereof Units through a matching service that is not approved in advance by the CompanyBoard. Each Member further agrees that it will not Transfer any Membership Interest or any portion thereof Units to any Person unless such Person agrees to be bound by this Section 19.11(a7.10(a) and to Transfer such Membership Interest or any portion thereof Units only to Persons who agree to be similarly bound.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Tefron LTD)

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Representations Regarding Transfers; Legend. (a) Each Member hereby represents, covenants and agrees with the Company for the benefit of the Company and all Members, that (i) it is not currently making a market in Membership Interests or any portion thereof and will not in the future make a market in Membership Interests or any portion thereofInterests, (ii) it will not Transfer its Membership Interest or any portion thereof on an established securities market, a secondary market (or the substantial equivalent thereof) within the meaning of Code section Section 7704(b) (and any Regulations, proposed Regulations, revenue rulings, or other official pronouncements of the Internal Revenue Service or Treasury Department that may be promulgated or published thereunder), and (iii) in the event such Regulations, revenue rulings, or other pronouncements treat any or all arrangements which facilitate the selling of Company interests and which are commonly referred to as "matching services" as being a secondary market or substantial equivalent thereof, it will not Transfer any Membership Interest or any portion thereof through a matching service that is not approved in advance by the Company. Each Member further agrees that it will not Transfer any Membership Interest or any portion thereof to any Person unless such Person agrees to be bound by this Section 19.11(a11.8(a) and to Transfer such Membership Interest or any portion thereof only to Persons who agree to be similarly bound.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Bunge LTD)

Representations Regarding Transfers; Legend. (a) Each Member hereby covenants and agrees with the Joint Sales Company for the benefit of the Joint Sales Company and all Members, that (i) it is not currently making a market in Membership Interests or any portion thereof Units and will not in the future make a market in Membership Interests or any portion thereofUnits, (ii) it will not Transfer its Membership Interest or any portion thereof Units on an established securities market, a secondary market (or the substantial equivalent thereof) within the meaning of Code section Section 7704(b) (and any Regulations, proposed Regulations, revenue rulings, or other official pronouncements of the Internal Revenue Service or Treasury Department that may be promulgated or published thereunder), and (iii) in the event such Regulations, revenue rulings, or other pronouncements treat any or all arrangements which facilitate the selling of Joint Sales Company interests and which are commonly referred to as "matching services" as being a secondary market or substantial equivalent thereof, it will not Transfer any Membership Interest or any portion thereof Units through a matching service that is not approved in advance by the Joint Sales Company. Each Member further agrees that it will not Transfer any Membership Interest or any portion thereof Units to any Person unless such Person agrees to be bound by this Section 19.11(a10.9(a) and to Transfer such Membership Interest or any portion thereof Units only to Persons who agree to be similarly bound.

Appears in 1 contract

Samples: Operating Agreement (Metabolix, Inc.)

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