Common use of Transfer Requirements Clause in Contracts

Transfer Requirements. The holder of Capital Stock, by acceptance of ownership thereof, agrees to comply in all respects with the provisions of this Section 6. Before any proposed sale, pledge, or transfer of any Capital Stock, unless there is in effect a registration statement under the Securities Act covering the proposed transaction, the Stockholder thereof shall give notice to the Company of such Stockholder’s intention to effect such sale, pledge, or transfer. Each such notice shall describe the manner and circumstances of the proposed sale, pledge, or transfer in sufficient detail and, if reasonably requested by the Company, shall be accompanied at such Stockholder’s expense by either (a) a written opinion of legal counsel who shall, and whose legal opinion shall, be reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transaction may be effected without registration under the Securities Act; (b) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Restricted Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (c) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Capital Stock may be effected without registration under the Securities Act, whereupon the holder of such Capital Stock shall be entitled to sell, pledge, or transfer such Capital Stock in accordance with the terms of the notice given by the Stockholder to the Company. The Company will not require such a legal opinion or “no action” letter (x) in any transaction in compliance with SEC Rule 144 or (y) in any transaction in which such Stockholder distributes Capital Stock to an Affiliate of such Stockholder for no consideration; provided that each transferee agrees in writing to be subject to the terms of this Section 6.2. Each certificate, instrument, or book entry representing the Capital Stock transferred as above provided shall be notated with, except if such transfer is made pursuant to SEC Rule 144, the appropriate restrictive legend set forth in Section 4, except that such certificate shall not bear such restrictive legends if, in the opinion of counsel for such Stockholder and the Company, such legends are not required in order to establish compliance with any provisions of the Securities Act.

Transfer Requirements. The holder Notwithstanding anything to the contrary contained herein, the Company shall not recognize for any purpose any purported Transfer of Capital Stock, by acceptance all or any portion of ownership thereof, agrees to comply in all respects a Member’s Membership Interest unless: (a) the Company shall have been furnished with the documents effecting such Transfer executed and acknowledged by both transferor and transferee, together the written agreement of the transferee to become a party to and be bound by this Agreement, which shall be in form and substance reasonably satisfactory to the Executive Committee; (b) such Transfer shall have been made in accordance with all applicable laws and regulations and all necessary governmental consents shall have been obtained and requirements satisfied, including without limitation, compliance with the Securities Act, and applicable state blue sky and securities laws, and such Transfer will not cause the Company to breach or violate any applicable law; (c) such Transfer will not cause the Company to have more than 100 partners (within the meaning of Regulations Section 1.7704-1(h)) or does not otherwise cause the Company to be treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code; (d) such Transfer will not result in a termination of the Company for purposes of Section 708 of the Code; (e) all necessary instruments reflecting such admission shall have been filed in each jurisdiction in which such filing is necessary in order to qualify the Company to conduct business or to preserve the limited liability of the Members; and (f) such Transfer will not result in the occurrence of an event of default or similar occurrence (whether immediately or with the giving of notice, the passage of time or both) under the terms of any of the Credit Facilities; provided, however, that the foregoing provisions of this Section 6. Before any proposed sale, pledge, or transfer of any Capital Stock, unless there is in effect a registration statement under the Securities Act covering the proposed transaction, the Stockholder thereof 8.3 shall give notice not apply to the Company of such Stockholder’s intention to effect such sale, pledge, or transfer. Each such notice shall describe the manner and circumstances of the proposed sale, pledge, or transfer in sufficient detail and, if reasonably requested Transfers contemplated by the Company, Redemption Agreement. The Executive Committee may request an opinion of counsel (which counsel shall be accompanied at such Stockholder’s expense chosen by either (a) a written opinion of legal counsel who shall, and whose legal opinion shall, the non-transferring Member but shall be reasonably satisfactory to the Company, addressed transferee Member) with respect to any of the Company, to the effect foregoing or any other matters that the proposed transaction Executive Committee reasonably deems appropriate in respect of any such Transfer. In addition, the Executive Committee, upon unanimous consent, may be effected without registration under waive any of the Securities Act; (bforegoing provisions. Notwithstanding the foregoing, a Transferring Member need not comply with Section 8.3(d) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of if such Restricted Securities without registration will not result Transferring Member indemnifies each other Member in a recommendation by the staff of the SEC that action be taken with respect thereto; or (c) any other evidence manner and amount reasonably satisfactory to counsel to the Company to the effect each such other Member for any adverse tax effects that the proposed sale, pledge, or transfer of the Capital Stock may be effected without registration under the Securities Act, whereupon the holder of would result from such Capital Stock shall be entitled to sell, pledge, or transfer such Capital Stock in accordance with the terms of the notice given by the Stockholder to the Company. The Company will not require such a legal opinion or “no action” letter (x) in any transaction in compliance with SEC Rule 144 or (y) in any transaction in which such Stockholder distributes Capital Stock to an Affiliate of such Stockholder for no consideration; provided that each transferee agrees in writing to be subject to the terms of this Section 6.2. Each certificate, instrument, or book entry representing the Capital Stock transferred as above provided shall be notated with, except if such transfer is made pursuant to SEC Rule 144, the appropriate restrictive legend set forth in Section 4, except that such certificate shall not bear such restrictive legends if, in the opinion of counsel for such Stockholder and the Company, such legends are not required in order to establish compliance with any provisions of the Securities Acttermination.

Transfer Requirements. The holder Notwithstanding anything to the contrary contained herein, the Company shall not recognize for any purpose any purported Transfer of Capital Stock, by acceptance all or any portion of ownership thereof, agrees to comply in all respects a Member’s Membership Interest unless: (a) the Company shall have been furnished with the documents effecting such Transfer executed and acknowledged by both transferor and transferee, together the written agreement of the transferee to become a party to and be bound by this Agreement, which shall be in form and substance reasonably satisfactory to the Executive Committee; (b) such Transfer shall have been made in accordance with all applicable laws and regulations and all necessary governmental consents shall have been obtained and requirements satisfied, including without limitation, compliance with the Securities Act, and applicable state blue sky and securities laws, and such Transfer will not cause the Company to breach or violate any applicable law; (c) such Transfer will not cause the Company to have more than 100 partners (within the meaning of Regulations Section 1.7704-1(h)) or does not otherwise cause the Company to be treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code; (d) such Transfer will not result in a termination of the Company for purposes of Section 708 of the Code ; (e) all necessary instruments reflecting such admission shall have been filed in each jurisdiction in which such filing is necessary in order to qualify the Company to conduct business or to preserve the limited liability of the Members; and (f) such Transfer will not result in the occurrence of an event of default or similar occurrence (whether immediately or with the giving of notice, the passage of time or both) under the terms of any of the Credit Facilities; provided, however, that the foregoing provisions of this Section 6. Before any proposed sale, pledge, or transfer of any Capital Stock, unless there is in effect a registration statement under the Securities Act covering the proposed transaction, the Stockholder thereof 8.3 shall give notice not apply to the Company of such Stockholder’s intention to effect such sale, pledge, or transfer. Each such notice shall describe the manner and circumstances of the proposed sale, pledge, or transfer in sufficient detail and, if reasonably requested Transfers contemplated by the Company, Redemption Agreement. The Executive Committee may request an opinion of counsel (which counsel shall be accompanied at such Stockholder’s expense chosen by either (a) a written opinion of legal counsel who shall, and whose legal opinion shall, the non-transferring Member but shall be reasonably satisfactory to the Company, addressed transferee Member) with respect to any of the Company, to the effect foregoing or any other matters that the proposed transaction Executive Committee reasonably deems appropriate in respect of any such Transfer. In addition, the Executive Committee, upon unanimous consent, may be effected without registration under waive any of the Securities Act; (bforegoing provisions. Notwithstanding the foregoing, a Transferring Member need not comply with Section 8.3(d) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of if such Restricted Securities without registration will not result Transferring Member indemnifies each other Member in a recommendation by the staff of the SEC that action be taken with respect thereto; or (c) any other evidence manner and amount reasonably satisfactory to counsel to the Company to the effect each such other Member for any adverse tax effects that the proposed sale, pledge, or transfer of the Capital Stock may be effected without registration under the Securities Act, whereupon the holder of would result from such Capital Stock shall be entitled to sell, pledge, or transfer such Capital Stock in accordance with the terms of the notice given by the Stockholder to the Company. The Company will not require such a legal opinion or “no action” letter (x) in any transaction in compliance with SEC Rule 144 or (y) in any transaction in which such Stockholder distributes Capital Stock to an Affiliate of such Stockholder for no consideration; provided that each transferee agrees in writing to be subject to the terms of this Section 6.2. Each certificate, instrument, or book entry representing the Capital Stock transferred as above provided shall be notated with, except if such transfer is made pursuant to SEC Rule 144, the appropriate restrictive legend set forth in Section 4, except that such certificate shall not bear such restrictive legends if, in the opinion of counsel for such Stockholder and the Company, such legends are not required in order to establish compliance with any provisions of the Securities Acttermination.

Transfer Requirements. The holder Each of Capital Stockthe following terms and conditions apply to all Transfers (except that Section 10.6.1 only shall not apply to any Permitted Agreement) (whether or not Landlord consent is required): 10.6.1 During the continuance of an Event of Default, Landlord may collect Rent from a Transferee and apply the amount collected to the Rent payable under this Lease but no acceptance by Landlord of any payments by a Transferee shall be deemed to be a waiver of Tenant’s covenants or any acceptance of ownership thereofTransferee as a tenant or a release of Tenant from the further performance by Tenant of its obligations under this Lease. Without limiting the foregoing, agrees any Transfer involving more than 5,000 square feet of Rentable Area in the aggregate, shall also be subject to comply Tenant and Transferee first executing and delivering to Landlord an agreement in all respects with favour of Landlord confirming that Transferee will be subject to each of the provisions terms and conditions of this Section 6. Before Lease other than the payment of Base Rent, if not applicable; 10.6.2 in the case of any proposed saleTransfer other than an assignment of Tenant’s entire interest in this Lease, pledgethe Transferee shall not have and shall also (other than in the case of a Permitted Agreement only), expressly waive any rights it may otherwise have under any legal or equitable rule of law or under the Commercial Tenancies Act (Ontario), as amended from time to time, or transfer any other Applicable Laws, to apply to a court or to otherwise elect to: (i) retain the unexpired Term or the unexpired Transfer term; (ii) obtain any right to enter into any lease or other agreement directly with Landlord for the Property or the Transferred premises; or (iii) otherwise remain in possession of any Capital Stockportion of the Transferred premises or the Property, unless there in any case where this Lease is in Disclaimed. Tenant, Indemnifier and Transferee shall promptly execute any agreement required by Landlord to give effect a registration statement under the Securities Act covering the proposed transaction, the Stockholder thereof shall give notice to the Company of such Stockholder’s intention foregoing terms; and 10.6.3 notwithstanding any Transfer permitted by this Lease or consented to effect such sale, pledge, or transfer. Each such notice shall describe the manner and circumstances of the proposed sale, pledge, or transfer in sufficient detail and, if reasonably requested by the Company, shall be accompanied at such Stockholder’s expense by either Landlord: (a) a written opinion Tenant shall remain liable under this Lease for the Term and all amendments, extensions, renewals and overholding from time to time and shall not be released from performing any of legal counsel who shall, and whose legal opinion shall, be reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transaction may be effected without registration under the Securities Actterms of this Lease; (b) a “no action” letter Indemnifier shall remain liable under the Indemnity Agreement notwithstanding any Lease amendments, extensions, renewals and/or overholding from the SEC time to the effect that the proposed sale, pledge, or transfer of such Restricted Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect theretotime; or and (c) Landlord shall not be bound by or deemed to have approved any of the terms or conditions of the Transfer other evidence reasonably satisfactory to counsel than the actual Transfer itself, but in each case, only to the Company to the effect that the proposed sale, pledge, or transfer of the Capital Stock may be effected without registration under the Securities Act, whereupon the holder of such Capital Stock shall be entitled to sell, pledge, or transfer such Capital Stock in accordance with the terms of the notice given by the Stockholder to the Company. The Company will not require such a legal opinion or “no action” letter (x) in any transaction in compliance with SEC Rule 144 or (y) in any transaction in which such Stockholder distributes Capital Stock to an Affiliate of such Stockholder for no consideration; provided that each transferee agrees in writing to be subject to the terms of this Section 6.2. Each certificate, instrument, or book entry representing the Capital Stock transferred as above provided shall be notated with, except if such transfer is made pursuant to SEC Rule 144, the appropriate restrictive legend set forth in Section 4, except that such certificate shall not bear such restrictive legends if, in the opinion of counsel for such Stockholder and the Company, such legends are not required in order to establish compliance with any provisions of the Securities Actextent specifically permitted hereunder.

Transfer Requirements. Subject to the provisions of Section 8.1, no Transfer shall be permitted and, in the case of a direct Transfer, no Assignee (including a Permitted Transferee) will be admitted to the Company as a Member unless the following conditions are satisfied: (a) In the case of a direct Transfer to a Permitted Transferee, a duly executed written instrument of Transfer is provided to the Board, specifying the Units being transferred and setting forth the intention of the Member effecting the Transfer that the transferee succeed to a portion or all of such Member’s Units and status as a Member; (b) The holder following is true (and if requested by the Board, an opinion of Capital Stockresponsible counsel (who may be counsel for the Company) is provided to it, reasonably satisfactory in form and substance to the Board confirming the same): (i) such Transfer would not violate the Securities Act or any Applicable Laws, including, without limitation, domestic and foreign federal and state securities and “blue sky” Applicable Laws, relating to the Company or the Unit to be transferred; and (ii) such Transfer would not cause or reasonably be expected to cause disallowance of, disqualification from or otherwise reduce any Economic Incentives attributable to a Member or the Company. (c) In the case of a direct Transfer to a Permitted Transferee, the Member effecting the Transfer and such Permitted Transferee shall execute any other instruments that the Board deems reasonably necessary or advisable for admission of the transferee, including the written acceptance by acceptance such Permitted Transferee of ownership thereof, agrees this Agreement and such Permitted Transferee’s agreement to be bound by and comply in all respects with the provisions of this Section 6. Before any proposed sale, pledge, hereof and confirmation that the representations and warranties in Article 13 are true and correct with respect to it; and (d) The Member effecting the Transfer or transfer of any Capital Stock, unless there is in effect a registration statement under the Securities Act covering the proposed transaction, the Stockholder thereof transferee shall give notice (i) pay to the Company a transfer fee in an amount sufficient to cover the reasonable and documented out-of-pocket expenses incurred by the Company in connection with the admission of such Stockholder’s intention to effect such sale, pledge, or transfer. Each such notice shall describe the manner transferee and circumstances of the proposed sale, pledge, or transfer in sufficient detail and, if reasonably requested by the Company, shall be accompanied at such Stockholder’s expense by either (aii) a written opinion of legal counsel who shall, and whose legal opinion shall, be reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transaction may be effected without registration under the Securities Act; (b) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Restricted Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (c) any other evidence reasonably satisfactory to counsel provide to the Company any information necessary for the Company to the effect that the proposed sale, pledge, or transfer of the Capital Stock may be effected without registration under the Securities Act, whereupon the holder of such Capital Stock shall be entitled to sell, pledge, or transfer such Capital Stock in accordance make required basis adjustments and comply with the terms of the notice given by the Stockholder to the Company. The Company will not require such a legal opinion or “no action” letter (x) in any transaction in compliance with SEC Rule 144 or (y) in any transaction in which such Stockholder distributes Capital Stock to an Affiliate of such Stockholder for no consideration; provided that each transferee agrees in writing to be subject to the terms of this Section 6.2. Each certificate, instrument, or book entry representing the Capital Stock transferred as above provided shall be notated with, except if such transfer is made pursuant to SEC Rule 144, the appropriate restrictive legend set forth in Section 4, except that such certificate shall not bear such restrictive legends if, in the opinion of counsel for such Stockholder and the Company, such legends are not required in order to establish compliance with any provisions of the Securities ActTax reporting requirements.

Transfer Requirements. The holder of Capital Stock, by acceptance of ownership thereof, agrees Notwithstanding anything to comply in all respects with the provisions of this Section 6. Before any proposed sale, pledge, or transfer of any Capital Stock, unless there is in effect a registration statement under the Securities Act covering the proposed transactioncontrary contained herein, the Stockholder thereof Company shall give notice to the Company not recognize for any purpose any purported Transfer of such Stockholder’s intention to effect such sale, pledge, all or transfer. Each such notice shall describe the manner and circumstances any portion of the proposed sale, pledge, or transfer in sufficient detail and, if reasonably requested by the Company, shall be accompanied at such Stockholder’s expense by either a Member's Membership Interest unless: (a) the Company shall have been furnished with the documents effecting such Transfer executed and acknowledged by both transferor and transferee, together the written agreement of the transferee to become a written party to and be bound by this Agreement, which shall be in form and substance reasonably satisfactory to the Executive Committee; (b) such Transfer shall have been made in accordance with all applicable laws and regulations and all necessary governmental consents shall have been obtained and requirements satisfied, including without limitation, compliance with the Securities Act, and applicable state blue sky and securities laws, and such Transfer will not cause the Company to breach or violate any applicable law; (c) such Transfer will not cause the Company to have more than 100 partners (within the meaning of Regulations Section 1.7704-1(h)) or does not otherwise cause the Company to be treated as a "publicly traded partnership" within the meaning of Section 7704 of the Code; (d) with respect solely to any Transfer after the Transfer Restriction Date or any Transfer not pursuant to Sections 8.5, 8.6, 8.7 and 8.8 such Transfer will not result in a termination of the Company for purposes of Section 708 of the Code ; (e) all necessary instruments reflecting such admission shall have been filed in each jurisdiction in which such filing is necessary in order to qualify the Company to conduct business or to preserve the limited liability of the Members; and (f) such Transfer will not result in the occurrence of an event of default or similar occurrence (whether immediately or with the giving of notice, the passage of time or both) under the terms of any of the Credit Facilities. The Executive Committee may request an opinion of legal counsel who shall, and whose legal opinion shall, (which counsel shall be chosen by the non-transferring Member but shall be reasonably satisfactory to the Company, addressed transferee Member) with respect to any of the Company, to the effect foregoing or any other matters that the proposed transaction Executive Committee reasonably deems appropriate in respect of any such Transfer. In addition, the Executive Committee, upon unanimous consent, may be effected without registration under waive any of the Securities Act; (bforegoing provisions. Notwithstanding the foregoing, a Transferring Member need not comply with Section 8.9(d) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of if such Restricted Securities without registration will not result Transferring Member indemnifies each other Member in a recommendation by the staff of the SEC that action be taken with respect thereto; or (c) any other evidence manner and amount reasonably satisfactory to counsel to the Company to the effect each such other Member for any adverse tax effects that the proposed sale, pledge, or transfer of the Capital Stock may be effected without registration under the Securities Act, whereupon the holder of would result from such Capital Stock shall be entitled to sell, pledge, or transfer such Capital Stock in accordance with the terms of the notice given by the Stockholder to the Company. The Company will not require such a legal opinion or “no action” letter (x) in any transaction in compliance with SEC Rule 144 or (y) in any transaction in which such Stockholder distributes Capital Stock to an Affiliate of such Stockholder for no consideration; provided that each transferee agrees in writing to be subject to the terms of this Section 6.2. Each certificate, instrument, or book entry representing the Capital Stock transferred as above provided shall be notated with, except if such transfer is made pursuant to SEC Rule 144, the appropriate restrictive legend set forth in Section 4, except that such certificate shall not bear such restrictive legends if, in the opinion of counsel for such Stockholder and the Company, such legends are not required in order to establish compliance with any provisions of the Securities Acttermination.

Transfer Requirements. The When the Notes are presented to the Transfer Agent and Registrar or a co-registrar with a request to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Transfer Agent and Registrar shall register the transfer or make the exchange if its requirements for such transaction are met; provided, however, that the Notes surrendered for transfer or exchange (a) shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Transfer Agent and Registrar, duly executed by the holder of Capital Stockthereof or its attorney, by acceptance of ownership thereof, agrees to comply duly authorized in all respects writing and (b) shall be transferred or exchanged in compliance with the following provisions: (1) if such Note is being transferred to a qualified institutional buyer (a “QIB”) as defined in, and in accordance with, Rule 144A under the Securities Act (“Rule 144A”) and is a “Qualified Purchaser” within the meaning of Section 3(c)(7) under the Investment Company Act of 1940, as amended (the “Investment Company Act”), (the transferor shall, unless the transferee is a party to the Series 2007-A Note Purchase Agreement or is a QIB within the meaning of Rule 144A(a)(1)(vi) (a “Bank”), provide the Issuer and the Transfer Agent and Registrar with a certification to that effect (in substantially the form of Exhibit B hereto); or (2) if such Note is being transferred in reliance on another exemption from the registration requirements of the Securities Act, the transferor shall provide the Issuer and the Transfer Agent and Registrar with a certification to that effect (in substantially the form of Exhibit B hereto) and, if requested by the Transfer Agent and Registrar or the Issuer, an opinion of counsel in form and substance acceptable to the Issuer and to the Transfer Agent and Registrar to the effect that such transfer is in compliance with the Securities Act. (ii) each such transferee of such Note shall be deemed to have made the acknowledgements, representations and agreements set forth below: (1) unless it has been advised that the transferor is relying on an exemption from the registration requirements of the Securities Act, it is purchasing the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB and it and any such account is a “Qualified Purchaser” within the meaning of Section 3(c)(7) under the Investment Company Act and is aware that the sale to it is being made in reliance on Rule 144A; (2) it understands that the Notes have not been and will not be registered or qualified under the Securities Act or any applicable state securities laws or the securities laws of any other jurisdiction and are being offered only in a transaction not involving any public offering within the meaning of the Securities Act, that the Issuer is not required to register or qualify the Notes, and that the Notes may be resold, pledged or transferred only in compliance with provisions of this Section 6. Before any proposed sale5.3 and only (A) to the Issuer, pledge, (B) to a person the transferor reasonably believes is a QIB in a transaction meeting the requirements of Rule 144A or transfer (C) in a transaction otherwise exempt from the registration requirements of any Capital Stock, unless there is in effect a registration statement under the Securities Act covering the proposed transactionand, the Stockholder thereof shall give notice to the Company in each case, in accordance with any applicable securities laws of such Stockholder’s intention to effect such sale, pledge, or transfer. Each such notice shall describe the manner and circumstances any state of the proposed sale, pledge, United States or transfer in sufficient detail and, if reasonably requested by the Company, shall be accompanied at such Stockholder’s expense by either (a) a written opinion of legal counsel who shall, and whose legal opinion shall, be reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transaction may be effected without registration under the Securities Act; (b) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Restricted Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (c) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Capital Stock may be effected without registration under the Securities Act, whereupon the holder of such Capital Stock shall be entitled to sell, pledge, or transfer such Capital Stock jurisdiction and in accordance with the terms of the notice given by the Stockholder to the Company. The Company will not require such a legal opinion or “no action” letter (x) in any transaction in compliance with SEC Rule 144 or (y) in any transaction in which such Stockholder distributes Capital Stock to an Affiliate of such Stockholder for no consideration; provided that each transferee agrees in writing to be subject to the terms of this Section 6.2. Each certificate, instrument, or book entry representing the Capital Stock transferred as above provided shall be notated with, except if such transfer is made pursuant to SEC Rule 144, the appropriate restrictive legend restrictions set forth in Section 4, except that such certificate shall not bear such restrictive legends if, in the opinion of counsel for such Stockholder and the Company, such legends are not required in order to establish compliance with any provisions of the Securities Act.herein;

Transfer Requirements. The holder Subject to the provisions of Capital StockSection 10.1, no Transfer shall be permitted and, in the case of a direct Transfer, no Assignee (including a Permitted Transferee) will be admitted to the Company as a Member unless the following conditions are satisfied: (a) In the case of a direct Transfer to a Permitted Transferee, a duly executed written instrument of Transfer is provided to the Board, specifying the Units being transferred and setting forth the intention of the Member effecting the Transfer that the transferee succeed to a portion or all of such Member’s Units and status as a Member; (b) Each of the following is true (and, except in the case of clause (ii) or (iii) below, if requested by the Board, an opinion of responsible counsel (who may be counsel for the Company) is provided to it, reasonably satisfactory in form and substance to the Board confirming the same): (i) such Transfer would not violate the Securities Act or any state securities or blue sky Laws applicable to the Company or the Unit to be transferred; (ii) such Transfer would not cause the Company to be considered a publicly traded partnership under Section 7704(b) of the Code; (iii) such Transfer would not cause the Company to lose its status as a partnership for U.S. federal income tax purposes; and (iv) such Transfer would not cause or reasonably be expected to cause disallowance of, disqualification from or otherwise reduce any Economic Incentives attributable to a Member or the Company. (c) In the case of a direct Transfer to a Permitted Transferee, the Member effecting the Transfer and such Permitted Transferee shall execute any other instruments that the Board deems reasonably necessary or advisable for admission of the transferee, including the written acceptance by such Permitted Transferee of ownership thereof, agrees this Agreement and such Permitted Transferee’s agreement to be bound by and comply in all respects with the provisions of this Section 6. Before any proposed sale, pledge, hereof and confirmation that the representations and warranties in Article 15 are true and correct with respect to it; and (d) The Member effecting the Transfer or transfer of any Capital Stock, unless there is in effect a registration statement under the Securities Act covering the proposed transaction, the Stockholder thereof transferee shall give notice (i) pay to the Company a transfer fee in an amount sufficient to cover the reasonable out-of-pocket expenses incurred by the Company in connection with the admission of such Stockholder’s intention to effect such sale, pledge, or transfer. Each such notice shall describe the manner transferee and circumstances of the proposed sale, pledge, or transfer in sufficient detail and, if reasonably requested by the Company, shall be accompanied at such Stockholder’s expense by either (aii) a written opinion of legal counsel who shall, and whose legal opinion shall, be reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transaction may be effected without registration under the Securities Act; (b) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Restricted Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (c) any other evidence reasonably satisfactory to counsel provide to the Company any information necessary for the Company to the effect that the proposed sale, pledge, or transfer of the Capital Stock may be effected without registration under the Securities Act, whereupon the holder of such Capital Stock shall be entitled to sell, pledge, or transfer such Capital Stock in accordance make required basis adjustments and comply with the terms of the notice given by the Stockholder to the Company. The Company will not require such a legal opinion or “no action” letter (x) in any transaction in compliance with SEC Rule 144 or (y) in any transaction in which such Stockholder distributes Capital Stock to an Affiliate of such Stockholder for no consideration; provided that each transferee agrees in writing to be subject to the terms of this Section 6.2. Each certificate, instrument, or book entry representing the Capital Stock transferred as above provided shall be notated with, except if such transfer is made pursuant to SEC Rule 144, the appropriate restrictive legend set forth in Section 4, except that such certificate shall not bear such restrictive legends if, in the opinion of counsel for such Stockholder and the Company, such legends are not required in order to establish compliance with any provisions of the Securities Acttax reporting requirements.