Common use of Additional Conditions to Transfer Clause in Contracts

Additional Conditions to Transfer. Notwithstanding the terms and provisions of Section 14.1 of this Operating Agreement, no Member shall have the right voluntarily or involuntarily to sell, transfer, assign or otherwise dispose of all or any portion of any Membership Interest, and no such purported sale, transfer, assignment or other disposition need be recognized by the Company, unless all of the following conditions are satisfied or waived by the Board of Managers: (a) The sale, transfer, assignment or other disposition shall not of itself cause the Company to be in default under any indebtedness of the Company; (b) The Transferring Member shall deliver to the Company an opinion in form and substance and from legal counsel reasonably acceptable to the Board of Managers stating that such sale, transfer, assignment or other disposition does not violate any federal securities law, or any applicable gaming law, the Transferee shall deliver such additional documents respecting the Transferee’s investor suitability and other legal or investment matters as the Board of Managers reasonably may require, including, without limitation, the suitability questionnaire referred to in Section 7.5 of this Operating Agreement, and the Company shall have no duty to participate in, cause or pay for any registration or qualification procedure under federal or state securities law; (c) The Transferring Member shall deliver to the Company a fully-executed written agreement of sale, transfer, assignment or other disposition that sets forth the name, address and social security or taxpayer identification number of the Transferee and the terms of such sale, transfer, assignment or other disposition, provided that such terms shall not conflict with any provision of this Operating Agreement; and (d) The Transferee (and such Transferee’s spouse, where applicable), whether or not admitted to the Company as a Member under this Operating Agreement, shall execute and deliver to the Company and the Members and the Interest Holders a counterpart of this Operating Agreement, thereby binding the Transferee (and such Transferee’s spouse, where applicable) to the terms and provisions of this Operating Agreement.