Conditions on Permitted Transfers. In the event a Holder proposes to sell or transfer a Note, the Company may, but shall not be required to, impose reasonable conditions on such sale or transfer including, but not limited, to: (i) Notes may be transferred only in whole units, i.e., fractions of Notes may not be transferred; (ii) the transferee shall agree in writing to be bound by this Revenue Sharing Agreement; (iii) the transferor shall provide the Company with an opinion of counsel, satisfactory in form and substance to the Company’s counsel, stating that the transfer is exempt from registration under the Securities Act of 1933 and other applicable securities laws; and (iv) the transferor and transferee shall together pay in advance for any reasonable expenses the Company expects to incur in connection with the transfer, including attorneys’ fees.
Conditions on Permitted Transfers. No Transfer permitted under the terms of Section 3.4(a) and Section 3.4(b) shall be effective unless the relevant Permitted Management Transferee has delivered to the Issuer a written acknowledgment and agreement in form and substance reasonably satisfactory to the Issuer that such Permitted Management Transferee and such Shares to be received by such Permitted Management Transferee shall be subject to, and be bound by, the provisions of this Agreement as if such Permitted Management Transferee were Xxxxx, and such Shares to be received by such Permitted Management Transferee were Shares Beneficially Owned by Xxxxx hereunder.
Conditions on Permitted Transfers. A transfer shall not be treated as a permitted transfer under Section 9.2 of this Agreement unless and until the following conditions are satisfied:
A. Except in the case of a transfer of a Member's Ownership Interest at death or involuntarily by operation of law, the transferor and the transferee shall execute and deliver to the Company such documents and instruments as may be necessary or appropriate to effect such transfer and to confirm the agreement of the transferee to be bound by the provisions of this Agreement. The Company shall be reimbursed by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such transfer.
B. Except in the case of a transfer of a Member's Ownership Interest at death or involuntarily by operation of law, the transferor shall furnish to the Company an opinion of counsel that the transfer will not cause the Company to terminate for federal income tax purposes or under the Act.
C. The transferor and the transferee shall furnish the Company with all information reasonably necessary to permit the Company to file all required federal and state tax returns and other legally required information statements or returns. The Company shall not be required to make any distributions otherwise provided for in this Agreement with respect to any transfer until it has received such information.
D. Except in the case of a transfer of a Member's Ownership Interest at death or involuntarily by operation of law, the transfer of the Member's Ownership Interests shall be either registered under the Securities Act of 1933, as amended, and any applicable state securities laws or, in the opinion of counsel to the Company, such transfer is exempt for such registration.
Conditions on Permitted Transfers. Notwithstanding anything contained herein to the contrary, any Sale of Stock in a Permitted Transfer hereunder shall be subject to the conditions that the Permitted Transferee shall, upon consummation of such Sale, if the Permitted Transferee is not already a Stockholder, execute an addendum to this Agreement substantially in the form of Exhibit A attached hereto, thereby agreeing to be bound by the terms of this Agreement applicable to its transferor and shall thereafter be deemed a Stockholder, and a member of the same Stockholder Group as the Stockholder making the Permitted Transfer, for all purposes of this Agreement. The Company shall not issue any Stock (or certificates representing Stock) to any Person who is a Permitted Transferee unless and until each of the conditions to Sale set forth in the preceding sentence is satisfied by such Person.
