Common use of Transfer Mechanics Clause in Contracts

Transfer Mechanics. In connection with any proposed Transfer of Membership Interests, including a Transfer to a Permitted Transferee, the holder of the Membership Interest proposed to be Transferred shall deliver to the Company (if required by the Board) at least five days (and no more than 60 days) prior to any such Transfer an opinion of counsel reasonably acceptable to the Company to the effect that such proposed Transfer may be effected in compliance with the Securities Act; provided that no such opinions shall be necessary in connection with the Transfer by Delek Logistics Services of Membership Interests to any of its Permitted Transferees. In addition, if the holder of the Membership Interest proposed to be Transferred delivers to the Company an opinion of counsel reasonably acceptable to the Company to the effect that no subsequent Transfer of such Membership Interest shall require registration under the Securities Act, the Company shall promptly upon consummation of such Transfer deliver to such holder new certificates (if any) for such Membership Interest that do not bear the legend set forth in Section 4.3. If the Company is not required to deliver new certificates for such Membership Interest (if certificates were previously issued for such Membership Interest) not bearing such legend, the holder thereof shall not consummate a Transfer of the same until the prospective Transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained herein, as provided in Section 4.4(c).