Common use of TRANSFER OF UNITS OF MEMBERS Clause in Contracts

TRANSFER OF UNITS OF MEMBERS. (a) No Transfer of any Member's Units, whether voluntary or involuntary, shall be valid or effective, and no transferee shall become a substituted Member, unless the prior written consent of the Manager has been obtained, which consent may be withheld in its sole and absolute discretion. In the event of any Transfer, all of the conditions of the remainder of this Section 5.2 must also be satisfied. (b) No Transfer of any Member's Units, whether voluntary or involuntary, shall be valid or effective unless the Manager determines, after consultation with legal counsel acting for the Company, that such Transfer will not, unless waived by the Manager: (i) require registration of any Units under any securities laws of the United States of America, any state thereof or any other jurisdiction; (ii) subject the Company to registration under any securities or commodities laws of the United States of America, any state thereof or any other jurisdiction; (iii) result in the Company being deemed to be a "publicly traded partnership" for purposes of Section 7704 of the Code;