Securities Law Opinion. Unless the Membership Interest subject to the Disposition is registered under the Securities Act and any applicable state securities Law, or the proposed Assignee is a Wholly-Owned Affiliate as described in 3.03(b)(i)(A) above, a favorable opinion of the Company's legal counsel, or of other legal counsel acceptable to the Management Committee, to the effect that the Disposition and admission is being made pursuant to a valid exemption from registration under those Laws and in accordance with those Laws.
Securities Law Opinion. Upon the reasonable request of either such Management Committee, unless the Membership Interest subject to the Disposition is registered under the Securities Act of 1933, as amended, and any applicable state securities Law, a favorable opinion of the Disposing Member’s legal counsel, or, if so elected by either such Management Committee, the Company’s legal counsel or other legal counsel acceptable to such Management Committee, to the effect that the Disposition and admission is being made pursuant to a valid exemption from registration under those Laws and in accordance with those Laws; provided that no such opinion shall be required in the case of a Disposition by a Member to an Affiliate or a Disposition made in accordance with Section 3.03(d), with respect to [***], or Section 3.03(e) or Section 3.03(f).
Securities Law Opinion. Unless the Membership Interest subject to the Disposition is registered under the Securities Act and any applicable state securities Law, a favorable opinion of the Company’s legal counsel, or of other legal counsel acceptable to the Management Committee, to the effect that the Disposition and admission is being made pursuant to a valid exemption from registration under those Laws and in accordance with those Laws; provided, however, that no such opinion shall be required in the case of a Disposition by a Member to an Affiliate.
Securities Law Opinion. Xxxxxxx XxXxxxxxx LLP, as counsel to MPMAC, shall have issued an opinion, which opinion may be based on customary representations from Radius, MPMAC and their respective stockholders and Affiliates and subject to customary assumptions and qualifications, to the effect that it is not necessary to register the shares of MPMAC Common Stock and MPMAC Preferred Stock to be issued in the Merger under the Securities Act in connection with such issuance in the Merger.
Securities Law Opinion. Unless the Units (or portion thereof) subject to the Disposition are registered under the Securities Act and any applicable state securities Law, the Manager may require a favorable opinion of the Company's legal counsel, or of other legal counsel reasonably acceptable to the Manager, to the effect that the Disposition (and admission, if applicable) (1) is being made pursuant to a valid exemption from registration under those Laws and in accordance with those Laws; and (2) will not cause the Company to lose its exemption from registration under the Investment Company Act.
Securities Law Opinion. Unless the Membership Interest subject to the Disposition is registered under the Securities Act of 1933, as amended, and any applicable state securities Law, a favorable opinion of the Disposing Member’s legal counsel, or, if so elected by the Management Committee, the Company’s legal counsel or other legal counsel acceptable to the Management Committee, to the effect that the Disposition and admission is being made pursuant to a valid exemption from registration under those Laws and in accordance with those Laws; provided that no such opinion shall be required in the case of a Disposition by a Member to an Affiliate or a Disposition made in accordance with Section 3.03(e) or Section 3.03(f).
Securities Law Opinion. Without limiting the provisions of Section 4.3, Sellers shall, at their own expense, use their reasonable best efforts to provide or cause to be provided to the Issuer all legal opinions required by the Restrictive Legends to facilitate the Transactions.
Securities Law Opinion. To the extent required by this Section 3.03(g)(i)(C), a Securities Law Opinion (as defined below). The Membership Interests governed by this Agreement have not been registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended, or the state securities laws of Colorado or any other state. Without such registration, no Member may effect or suffer to occur a Disposition of all or any part of its Membership Interest (other than to an Affiliate provided such transfer does not violate any applicable securities laws) without delivery to the Non-Disposing Members of an opinion of counsel (“Securities Law Opinion”) satisfactory to the Non-Disposing Members that such registration is not required for such transfer and/or submission to the Non-Disposing Members of such other evidence as may be reasonably satisfactory to the Non-Disposing Members to the effect that any transfer will not be in violation of the Securities Act of 1933, as amended, applicable state securities laws, or any rule or regulation promulgated thereunder.
Securities Law Opinion. Unless the Membership Interest subject to the Disposition is registered under the Securities Act and any applicable state securities Law, or the
Securities Law Opinion. Unless the Units (or Partial Rights) subject to the Disposition are registered under the Securities Act and any applicable state securities Law, a favorable opinion of the Company’s legal counsel, or of other legal counsel reasonably acceptable to the Board, to the effect that the Disposition (and admission, if applicable) is being made pursuant to a valid exemption from registration under those Laws.
