Absolute Prohibition Sample Clauses

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Absolute Prohibition. Notwithstanding any other provision in this Article IX, the Membership Interest of a Member, in whole or in part, or any rights to distributions therefrom, shall not be sold, exchanged, conveyed, assigned, pledged, hypothecated, subjected to a security interest or otherwise transferred or encumbered without the prior written consent of a majority of the non-transferring Manager, or if there is no non-transferring Manager, a majority of the non­ transferring Members, if, as a result thereof, the Company would be terminated for federal income tax purposes in the opinion of counsel for the Company or such action would result in a violation of federal or state securities laws in the opinion of counsel for the Company.
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Absolute Prohibition. Notwithstanding any other provision in this Article VIII, the Membership Interest of the Member, in whole or in part, or any rights to distributions therefrom, shall not be sold, exchanged, conveyed, transferred, pledged, hypothecated, subjected to a security interest, or otherwise assigned or encumbered, if such action would result in a violation of federal or state securities laws in the opinion of counsel for the Company.
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Absolute Prohibition. Notwithstanding any other provision in this Section 7, the Membership Interest of a Member, in whole or in part, or any rights to distributions therefrom, shall not be sold, exchanged, conveyed, transferred, pledged, hypothecated, subjected to a security interest or otherwise assigned or encumbered, if (i) the Company is then classified for federal income tax purposes as a partnership and as a result of such action, the Company’s partnership status would be terminated for federal income tax purposes in the opinion of counsel for the Company (unless the remaining Members holding a majority of the Membership Interests held by all the remaining Members consent to such termination) or (ii) such action would result in a violation of federal or state securities laws in the opinion of counsel for the Company.
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Absolute Prohibition. Notwithstanding any other provision of this Agreement, unless in satisfaction of the terms and conditions of this Agreement, each Member and Series Member agrees and covenants that no Units held by him/her/it, in whole or in part, or any rights to distributions therefrom, may be Transferred unless, without limitation, the Manager delivers prior written consent and authorization to such Member or Series Member authorizing the proposed Transfer. Absent compliance with the foregoing and all other requirements provided in this Agreement, any such Transfer is void ab initio and not binding upon the Company, any Series, any Member, or any Series Member. Notwithstanding the foregoing, the Manager may authorize Permitted Transfers, including Transfers through the Platform, from time to time, by notifying all or a portion of the Members or the Series Members of a particular Series that the Manager intends to authorize such Permitted Transfers, along with information in reasonable detail regarding the terms of such Platform use and the parameters of such Permitted Transfers.
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Absolute Prohibition. Notwithstanding the above, (a) LLC Units shall not be assigned, transferred or otherwise disposed of and (b) the respective rights of any holders of any LLC Units to distributions hereunder, in whole or in part shall not be pledged, encumbered or assigned under any circumstances if, as a result of (a) or (b), the LLC would be terminated for federal income tax purposes in the opinion of counsel for the LLC. Any such attempted assignment, transfer or other disposition shall be void ab initio and shall be of no force and effect whatsoever.
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Absolute Prohibition. Notwithstanding any other provision in this Article X, the Shares of the Minority Member, in whole or in part, or any rights to distributions therefrom, shall not be sold, exchanged, conveyed, assigned, pledged, hypothecated, subjected to a security interest or otherwise transferred or encumbered, if, as a result thereof, the Company would be terminated for federal income tax purposes in the opinion of counsel for the Company or such action would result in a violation of federal or state securities laws in the opinion of counsel for the Company.
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Related to Absolute Prohibition

  • Wildcard Prohibition For domain names which are either not registered, or the registrant has not supplied valid records such as NS records for listing in the DNS zone file, or their status does not allow them to be published in the DNS, the use of DNS wildcard Resource Records as described in RFCs 1034 and 4592 or any other method or technology for synthesizing DNS Resources Records or using redirection within the DNS by the Registry is prohibited. When queried for such domain names the authoritative name servers must return a “Name Error” response (also known as NXDOMAIN), RCODE 3 as described in ▇▇▇ ▇▇▇▇ and related RFCs. This provision applies for all DNS zone files at all levels in the DNS tree for which the Registry Operator (or an affiliate engaged in providing Registration Services) maintains data, arranges for such maintenance, or derives revenue from such maintenance.

  • STRIKE PROHIBITION The Association recognizes that strikes, as defined by Section 1 of Public Act 336 of 1947 of Michigan, as amended, are contrary to law and public policy. The Board and the Association subscribe to the principle that differences shall be resolved by appropriate and peaceful means in keeping with the high standards of education without interruption of the school program. Accord- ingly, the Association agrees that during their term of this Agreement, it will not direct, instigate, participate in, encourage or support any strike against the Board by any member or group of members which is contrary to law.

  • Permanent Suspension or Prohibition If the Employee is removed and/or permanently prohibited from participating in the conduct of the Bank's affairs by an order issued under Section 8(e)(4) or (g)(1) of the FDIA, 12 U.S.C. ss. 1818(e)(4) and (g)(1), all obligations of the Bank under this Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected.

  • Limit on Prohibition The prohibition in Subsection 14.1 above does not apply to disclosures by and between the Consultant and its Subcontractors that are needed to perform any Work.

  • General Prohibition Without Landlord’s prior written consent subject to and on the conditions described in this Section 22, Tenant shall not, directly or indirectly, voluntarily or by operation of law, assign this Lease or sublease the Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises, and any attempt to do any of the foregoing shall be void and of no effect. If Tenant is a corporation, partnership or limited liability company, the shares or other ownership interests thereof which are not actively traded upon a stock exchange or in the over-the-counter market, a transfer or series of transfers whereby 50% or more of the issued and outstanding shares or other ownership interests of such corporation are, or voting control is, transferred (but excepting transfers upon deaths of individual owners) from a person or persons or entity or entities which were owners thereof at time of execution of this Lease to persons or entities who were not owners of shares or other ownership interests of the corporation, partnership or limited liability company at time of execution of this Lease, shall be deemed an assignment of this Lease requiring the consent of Landlord as provided in this Section 22.