Requirements Applicable to All Dispositions and Admissions. Any Disposition of Membership Interests and any admission of an Assignee as a Member shall also be subject to the following requirements, and such Disposition (and admission, if applicable) shall not be effective unless such requirements are complied with:
Requirements Applicable to All Dispositions and Admissions. In addition to the requirements set forth in Sections 3.03(b)(i) and 3.03(b)(ii), any Disposition of a Membership Interest and any admission of an Assignee as a Member shall also be subject to the following requirements, and such Disposition (and admission, if applicable) shall not be effective unless such requirements are complied with; provided, however, that the Management Committee, in its sole and absolute discretion, may waive any of the following requirements:
Requirements Applicable to All Dispositions and Admissions. In addition to the requirements set forth in Sections 3.03(b)(i) and 3.03(b)(ii), any Disposition of a Membership
Requirements Applicable to All Dispositions and Admissions. In addition to the requirements set forth in Sections 3.03(b)(i), 3.03(b)(ii) and 3.03(b)(iii), any Disposition of a Membership Interest and any admission of an Assignee as a Member shall also be subject to the following requirements, and such Disposition (and admission, if applicable) shall not be effective unless such requirements are complied with; provided, that any of the following requirements may be waived if such waiver is approved by a Supermajority Interest of both the Representatives of the Series A Management Committee and the Representatives of the Management Committee governing matters relating the Series of Membership Interests being Disposed of (other than clause (A)(4), which shall only require the approval of a Supermajority Interest of the Representatives of the Series A Management Committee), in each case in their Sole Discretion:
Requirements Applicable to All Dispositions and Admissions. Any Disposition of Membership Interests may be made only if the Board shall have received an executed written joinder agreement of the transferee, in form and substance reasonably satisfactory to the Board, whereby the transferee, if applicable, agrees to be bound by all of the terms and conditions of this Agreement applicable to Members. Unless waived by the Board, a Disposition of Membership Interests may be made only if (a) such Disposition would not violate the Securities Act or any state securities or blue sky laws applicable to the Company or the Membership Interest to be transferred; (b) such Disposition would not cause the Company to be considered a publicly traded partnership under Code Section 7704(b); (c) such Disposition would not cause the Company to lose its status as a partnership for federal income tax purposes; (d) such Disposition would not require the Company to register as an investment adviser under the Investment Advisers Act of 1940, as amended, or to register as an investment company under the Investment Company Act of 1940, as amended; and (e) the transferor or transferee shall pay or reimburse the Company for all reasonable costs and expenses incurred by the Company in connection with the Disposition and, if also desired, admission of the Assignee as a Member. Unless waived by the Board, the transferor of Membership Interests shall, prior to the effectiveness of such Disposition, deliver to the Company an opinion of counsel, in form and substance satisfactory to the Board, to the effect that such Transfer complies with clauses (a) through (e) of the preceding sentence.
Requirements Applicable to All Dispositions and Admissions. In addition to the requirements set forth in Section 6.1, any Disposition of Shares shall also be subject to the following requirements, and such Disposition (and admission, if applicable) shall not be effective unless such requirements are complied with:
Requirements Applicable to All Dispositions and Admissions. In addition to the requirements set forth in Sections 5.02 and 5.03, any Disposition of a Series Interest and any admission of an Assignee as a Member (excluding Dispositions of Series Interests pursuant to Article 14, which Dispositions shall be subject to the terms of Article 14) shall be subject to the following requirements and such Disposition (and admission, if applicable) shall not be effective unless such requirements are satisfied; provided, however, that the Administrative Committee of any Series may, in its sole and absolute discretion, waive any of the following requirements with respect to any Disposition of a Series Interest of such Series:
(a) The following documents must be delivered to such Administrative Committee and must be satisfactory, in form and substance, to such Administrative Committee:
(i) a copy of the instrument pursuant to which the Disposition is effected.
(ii) an instrument, executed by the Disposing Member and its Assignee, containing the following information and agreements, to the extent they are not contained in the instrument described in clause (i) immediately above: (A) the notice address of the Assignee; (B) if applicable, the Parent of the Assignee; (C) the Series Percentages and Voting Percentages after the Disposition of the Disposing Member and its Assignee (which together must total the Series Percentage and Voting Percentages of the Disposing Member immediately prior to the Disposition); (D) the Assignee’s ratification of this Agreement and agreement to be bound by it, and its confirmation that the representations and warranties in Section 4.01 are true and correct; and (E) representations and warranties by the Disposing Member and its Assignee that (1) the Disposition and admission are being made in accordance with all applicable Laws, and (2) the Disposition and admission do not violate any agreement to which the Company, the applicable Series, the Operating Company associated with such Series or the Assignee is a party.
(iii) unless the Series Interests subject to the Disposition are registered under the Securities Act and any applicable state securities Laws, a favorable opinion of legal counsel acceptable to the Administrative Committee of the Series whose Series Interests are being Disposed, to the effect that the Disposition and admission are being made pursuant to valid exemptions from registration under those Laws and in accordance with those Laws; provided, however, that no such opinion shall be requ...
Requirements Applicable to All Dispositions and Admissions. In addition to the requirements set forth in Sections 3.03(b)(i), 3.03(b)(ii) and 3.03(b)(iii), any Disposition of a Membership Interest and any admission of an Assignee as a Member shall also be subject to any additional requirements of the non-Disposing Members. The Disposing Member and its Assignee shall pay, or reimburse the Company for, all reasonable costs and expenses incurred by the Company in connection with the Disposition and admission on or before the tenth Day after the receipt by that Person of the Company's invoice for the amount due. If payment is not made by the date due, the Person owing that amount shall pay interest on the unpaid amount from the date due until paid at a rate per annum equal to the Default Rate. No Disposition of a Membership Interest shall effect a release of the Disposing Member from any liabilities to the Company or the other Members arising from events occurring prior to the Disposition.
Requirements Applicable to All Dispositions and Admissions. In addition to the requirements set forth in Section 7.1 or 7.2, any Disposition of Interests shall also be subject to the following requirements, and such Disposition (and admission, if applicable) shall not be effective unless such requirements are complied with:
Requirements Applicable to All Dispositions and Admissions. Any Disposition of Membership Interests and any admission of an Assignee as a Member shall also be subject to the following requirements, and such Disposition (and admission, if applicable) shall not be effective unless such requirements are complied with:
(a) The Disposing Member and its Assignee shall pay, or reimburse the Company for, all reasonable costs and expenses incurred by the Company in connection with the Disposition and admission of the Assignee as a Member.
(b) No Disposition of Membership Interests shall effect a release of the Disposing Member from any liabilities to the Company or the other Members arising from events occurring prior to the Disposition, except as otherwise may be provided in any instrument or agreement pursuant to which a Disposition of Membership Interests is effected.
