Common use of Transfers Contrary to Securities Laws Clause in Contracts

Transfers Contrary to Securities Laws. The Managing Member may prohibit any transfer otherwise permitted under this Section 11.3 by a Non-Managing Member of its Membership Units if, in the opinion of legal counsel to the Company, such transfer would require filing of a registration statement under the Securities Act or would otherwise violate any Federal or state securities laws or regulations applicable to the Company or the Company Units.

Appears in 8 contracts

Samples: Limited Liability Company Agreement (Morgans Hotel Group Co.), Limited Liability Company Agreement (Morgans Hotel Group Co.), Limited Liability Company Agreement (Sunstone Hotel Investors, Inc.)

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Transfers Contrary to Securities Laws. The Managing Member may prohibit any transfer otherwise permitted under this Section 11.3 by a Non-Managing Member of its Membership Units if, in the opinion of legal counsel to the Company, such transfer would require filing of a registration statement under the Securities Act or would otherwise violate any Federal or state securities laws or regulations applicable to the Company or the Company Membership Units.

Appears in 4 contracts

Samples: Limited Liability Company Agreement (Sunstone Hotel Investors, Inc.), Limited Liability Company Agreement (Sunstone Hotel Investors, Inc.), Limited Liability Company Agreement (Sunstone Hotel Investors, Inc.)

Transfers Contrary to Securities Laws. The Managing Member may prohibit any transfer Transfer otherwise permitted under this Section 11.3 13 by a Non-Managing Member of its Membership Units if, in the opinion of legal counsel to the Company, such transfer would require filing of a registration statement under the Securities Act or would otherwise violate any Federal federal or state securities laws or regulations applicable to the Company or the Company Membership Units.

Appears in 1 contract

Samples: Master Purchase Agreement (Morgans Hotel Group Co.)

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Transfers Contrary to Securities Laws. The Managing Member may prohibit any transfer otherwise permitted under this Section 11.3 by a Non-Managing Member of its Membership Units ifit, in the opinion of legal counsel to the Company, such transfer would require filing of a registration statement under the Securities Act or would otherwise violate any Federal or state securities laws or regulations applicable to the Company or the Company Units.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Sunstone Hotel Investors, Inc.)

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