Common use of RESTRICTIONS ON TRANSFER OF INTEREST OF AND IN A MEMBER Clause in Contracts

RESTRICTIONS ON TRANSFER OF INTEREST OF AND IN A MEMBER. (a) Except as otherwise provided in this Article, no Member shall withdraw or retire from the Company, substitute any person in its stead or sell, exchange, transfer, give, assign, pledge, hypothecate, mortgage or dispose of all or any portion of its Membership Interest without the consent of all other Members; and any such prohibited sale, exchange, transfer, gift, assignment, pledge, hypothecation, mortgage or disposition shall be void. (b) Notwithstanding anything to the contrary contained herein, unless all of the Members shall consent, no Member may sell, transfer or assign all or any portion of its Membership Interest if such sale, transfer or assignment: (1) when added to the total of all other sales, transfers or assignments of Membership Interests within the preceding twelve (12) months, would result in the Company being considered to have terminated within the meaning of Code Section 708; (2) would otherwise cause the Company to lose its status as a partnership for federal income tax purposes; or (3) would violate any federal securities laws or any applicable state securities laws (including suitability standards).

Appears in 6 contracts

Samples: Company Agreement (Environmental Procedures Inc), Company Agreement (Golfsmith International Holdings Inc), Company Agreement (Golfsmith International Holdings Inc)

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RESTRICTIONS ON TRANSFER OF INTEREST OF AND IN A MEMBER. (a) Except as otherwise provided in this Article, no Member shall withdraw or retire from the Company, substitute any person in its stead or sell, exchange, transfer, give, assign, pledge, hypothecate, mortgage or dispose of all or any portion of its Membership Interest without the consent of all other Members; and any such prohibited sale, exchange, transfer, gift, assignment, pledge, hypothecation, mortgage or disposition shall be void. (b) Notwithstanding anything to the contrary contained herein, unless all of the Members shall consent, no Member may sell, transfer or assign all or any portion of its Membership Interest if such sale, transfer or assignment: (1) when added to the total of all other sales, transfers or assignments of Membership Interests within the preceding twelve (12) months, would result in the Company being considered to have terminated within the meaning of Code Section 708;: (2) would otherwise cause the Company to lose its status as a partnership for federal income tax purposes; or (3) would violate any federal securities laws or any applicable state securities laws (including suitability standards).

Appears in 1 contract

Samples: Company Agreement (Golfsmith International Holdings Inc)

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RESTRICTIONS ON TRANSFER OF INTEREST OF AND IN A MEMBER. (a) Except as otherwise provided in this Article, no Member shall withdraw or retire from the Company, substitute any person in its stead or sell, exchange, transfer, give, assign, pledge, hypothecate, mortgage or dispose of all or any portion of its Membership Interest without the consent of all other Members; and any such prohibited sale, exchange, transfer, gift, assignment, pledge, hypothecation, mortgage or disposition shall be void. (b) Notwithstanding anything to the contrary contained herein, unless all of the Members shall consent, no Member may sell, transfer or assign all or any portion of its Membership Interest if in such sale, transfer or assignment: (1) when added to the total of all other sales, transfers or assignments of Membership Interests within the preceding twelve (12) months, would result in the Company being considered to have terminated within the meaning of Code Section 708; (2) would otherwise cause the Company to lose its status as a partnership for federal income tax purposes; or (3) would violate any federal securities laws or any applicable state securities laws (including suitability standards).

Appears in 1 contract

Samples: Company Agreement (Golfsmith International Holdings Inc)

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