Common use of Conditions Precedent to Transfers Clause in Contracts

Conditions Precedent to Transfers. The Board of Directors may not recognize any Transfer of Units unless and until the Company has received: (a) an opinion of counsel (whose fees and expenses shall be borne by the transferor) satisfactory in form and substance to the Board that such Transfer may be lawfully made without registration or qualification under applicable state and federal securities laws, or such Transfer is properly registered or qualified under applicable state and federal securities laws; (b) such documents and instruments of conveyance executed by the transferor and transferee as may be necessary or appropriate in the opinion of counsel to the Company to effect such Transfer, except that in the case of a Transfer of Units involuntarily by operation of law, the Transfer shall be confirmed by presentation of legal evidence of such Transfer, in form and substance satisfactory to the Company; (c) the transferor's Certificate of Membership Interest; (d) the transferee's taxpayer identification number and sufficient information to determine the transferee's initial tax basis in the interest transferred, and any other information reasonably necessary to permit the Company to file all required federal and state tax returns and other legally required information statements or returns; (e) evidence satisfactory in form and substance to the Board that the transferee meets the minimum and maximum Unit ownership requirements and any other applicable eligibility requirements set forth in Section 3.2 of this Agreement; (f) in the case of a Transfer of Class A Units subject to a 1996 Loss Payable (other than a gift Transfer to a Member's relatives, made without consideration), full payment in cash to offset such Member's 1996 Loss Payable; and (g) in the case of a Transfer of Class B Units, a written agreement executed by the transferee to the effect that transferee is not entitled to the benefits of the Stockholder Agreement between the Cooperative and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Midland Corporation dated August 27, 1997; provided, however, the Board may waive any or all of the conditions stated above. In addition, the Board may (i) institute or suspend a procedure applicable to Class A Units similar to the procedure adopted pursuant to the Bylaws of the Cooperative as in effect just prior to closing of the transactions described in the Transaction Agreement, except that utilization of any such procedure must be discretionary at the option of the Class A Unit Holder, and (ii) adopt such other conditions on the Transfer of Units as it deems appropriate, provided that such additional restrictions are reasonably required to satisfy the requirements of applicable tax or securities laws.

Conditions Precedent to Transfers. The Board of Directors may not recognize any Transfer of Units unless and until the Company has received: (a) an opinion of counsel (whose fees and expenses shall be borne by the transferor) satisfactory in form and substance to the Board that such Transfer may be lawfully made without registration or qualification under applicable state and federal securities laws, or such Transfer is properly registered or qualified under applicable state and federal securities laws; (b) such documents and instruments of conveyance executed by the transferor and transferee as may be necessary or appropriate in the opinion of counsel to the Company to effect such Transfer, except that in the case of a Transfer of Units involuntarily by operation of law, the Transfer shall be confirmed by presentation of legal evidence of such Transfer, in form and substance satisfactory to the Company; (c) the transferor's Certificate of Membership Interest; (d) the transferee's taxpayer identification number and sufficient information to determine the transferee's initial tax basis in the interest transferred, and any other information reasonably necessary to permit the Company to file all required federal and state tax returns and other legally required information statements or returns; (e) evidence satisfactory in form and substance to the Board that the transferee meets the minimum and maximum Unit ownership requirements and any other applicable eligibility requirements set forth in Section 3.2 of this Agreement; (f) in the case of a Transfer of Class A Units subject to a 1996 Loss Payable (other than a gift Transfer to a Member's relatives, made without consideration)Payable, full payment in cash to offset such Member's 1996 Loss Payable; and (g) in the case of a Transfer of Class B Units, a written agreement executed by the transferee to the effect that transferee is not entitled to the benefits of the Stockholder Agreement between the Cooperative and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Midland Corporation dated August 27, 1997; provided, however, the Board may waive any or all of the conditions stated above. In addition, the Board may (i) institute or suspend a procedure applicable to Class A Units similar to the procedure adopted pursuant to the Bylaws of the Cooperative as in effect just prior to closing of the transactions described in the Transaction Agreement, except that utilization of any such procedure must be discretionary at the option of the Class A Unit Holder, and (ii) adopt such other conditions on the Transfer of Units as it deems appropriate, provided that such additional restrictions are reasonably required to satisfy the requirements of applicable tax or securities laws.

Conditions Precedent to Transfers. The Board of Directors Governors, in its sole discretion, may elect not to consent to, approve or recognize any Transfer of Units unless and until the Company has received: (a) An opinion of Company counsel (whose fees and expenses shall be borne by the Company), together if required by the Board as a condition of Transfer, an opinion of the transferor’s counsel (whose fees and expenses shall be borne by the transferor) ), satisfactory in form and substance to the Board that such Transfer may be lawfully made without registration or qualification under applicable state and federal securities laws, or such Transfer is properly registered or qualified under applicable state and federal securities lawslaws and if requested by the Company that such Transfer will not cause the Company to be treated as a Publicly Traded Partnership; (b) such An executed Member Signature Page, substantially in the form of Exhibit A attached hereto (the “Member Signature Page”), pursuant to which the transferee acknowledges, accepts and agrees to be bound by all of the terms and conditions of this Agreement, including but not limited to this Section 10; (c) Such documents and instruments of conveyance executed by the transferor and transferee as may be necessary or appropriate in the opinion of counsel to the Company to effect such Transfer, except that in the case of a Transfer of Units involuntarily by operation of law, the Transfer shall be confirmed by presentation of legal evidence of such Transfer, in form and substance satisfactory to the Company; (cd) the The transferor's Certificate of ’s Membership InterestCertificate; (de) the The transferee's ’s taxpayer identification number and sufficient information to determine the transferee's ’s initial tax basis in the interest interests transferred, and any other information reasonably necessary to permit the Company to file all required federal and state tax returns and other legally required information information, statements or returns. Without limiting the generality of the foregoing, the Company shall ​ not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Units until it has received such information; (ef) evidence Evidence satisfactory in form and substance to the Board that the transferee meets will not exceed the minimum and maximum Unit ownership requirements and any other applicable eligibility requirements limitation set forth for in Section 3.2 4.3 of this Agreement; (fg) Unless otherwise approved by the Governors and Members representing in the a Majority of Interests, no Transfer of Units shall be made except upon terms which would not, in the opinion of counsel chosen by and mutually acceptable to the Governors and the transferor Member, result in the termination of the Company within the meaning of Section 708 of the Code or cause the application of the rules of Sections 168(g)(1)(B) and 168(h) of the Code or similar rules to apply to the Company. If the immediate Transfer of such Unit would, in the opinion of such counsel, cause a termination within the meaning of Section 708 of the Code, then if, in the opinion of such counsel, the following action would not precipitate such termination, the transferor Member shall be entitled to (or required, as the case may be) (i) immediately Transfer only that portion of its Units as may, in the opinion of such counsel, be transferred without causing such a termination and (ii) enter into an agreement to Transfer the remainder of its Units, in one or more Transfers, at the earliest date or dates on which such Transfer or Transfers may be effected without causing such termination. The purchase price for the Units shall be allocated between the immediate Transfer and the deferred Transfer or Transfers pro rata on the basis of the percentage of the aggregate Units being transferred, each portion to be payable when the respective Transfer is consummated, unless otherwise agreed by the parties to the Transfer. In the case of a Transfer by one Member to another Member, the deferred purchase price shall be deposited in an interest-bearing escrow account unless another method of Class A Units subject to a 1996 Loss Payable (other than a gift Transfer to a Member's relatives, made without considerationsecuring the payment thereof is agreed upon by the transferor Member and the transferee Member(s), full payment in cash to offset such Member's 1996 Loss Payable; and (gh) in the case of a Transfer of Class B Units, a written agreement executed by the transferee to the effect that transferee is not entitled to the benefits of the Stockholder Agreement between the Cooperative and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Midland Corporation dated August 27, 1997; provided, however, the Board may waive any or all of the conditions stated above. In addition, the Board may (i) institute or suspend a procedure applicable to Class A Units similar to the procedure adopted pursuant to the Bylaws of the Cooperative as in effect just prior to closing of the transactions described in the Transaction Agreement, except that utilization of any such procedure must be discretionary at the option of the Class A Unit Holder, and (ii) adopt such other Other conditions on the Transfer of Units adopted by the Board from time to time as it deems appropriate, provided that such additional restrictions are reasonably appropriate in its sole discretion. The Governors shall have the authority to waive any legal opinion or other condition required to satisfy in this Section 10.3 other than the requirements of applicable tax or securities lawsMember approval requirement set forth in Section 10.3(g).

Conditions Precedent to Transfers. The Board of Directors Governors, in its sole discretion, may elect not to consent to, approve or recognize any Transfer of Units unless and until the Company has received:: ​ (a) An opinion of Company counsel (whose fees and expenses shall be borne by the Company), together if required by the Board as a condition of Transfer, an opinion of the transferor’s counsel (whose fees and expenses shall be borne by the transferor) ), satisfactory in form and substance to the Board that such Transfer may be lawfully made without registration or qualification under applicable state and federal securities laws, or such Transfer is properly registered or qualified under applicable state and federal securities lawslaws and if requested by the Company that such Transfer will not cause the Company to be treated as a Publicly Traded Partnership; (b) such An executed Member Signature Page, substantially in the form of Exhibit A attached hereto (the “Member Signature Page”), pursuant to which the transferee acknowledges, accepts and agrees to be bound by all of the terms and conditions of this Agreement, including but not limited to this Section 10; (c) Such documents and instruments of conveyance executed by the transferor and transferee as may be necessary or appropriate in the opinion of counsel to the Company to effect such Transfer, except that in the case of a Transfer of Units involuntarily by operation of law, the Transfer shall be confirmed by presentation of legal evidence of such Transfer, in form and substance satisfactory to the Company; (cd) the The transferor's Certificate of ’s Membership InterestCertificate; (de) the The transferee's ’s taxpayer identification number and sufficient information to determine the transferee's ’s initial tax basis in the interest interests transferred, and any other information reasonably necessary to permit the Company to file all required federal and state tax returns and other legally required information information, statements or returns. Without limiting the generality of the foregoing, the Company shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Units until it has received such information; (ef) evidence Evidence satisfactory in form and substance to the Board that the transferee meets will not exceed the minimum and maximum Maximum Unit ownership requirements and any other applicable eligibility requirements Ownership limitation set forth in Section 3.2 4.3 of this Agreement and that the Transfer will not result in a violation of the Unit Holder limitations set forth in Section 8.2(d) of this Agreement; (fg) Unless otherwise approved by the Governors and Class A Members holding a majority of the Class A Units, no Transfer of Units shall be made except upon terms which would not, in the case opinion of a Transfer counsel chosen by and mutually acceptable to the Governors and the transferor Member, cause the application of Class A Units subject the rules of Sections 168(g)(1)(B) and 168(h) of the Code or similar rules to a 1996 Loss Payable (other than a gift Transfer apply to a Member's relatives, made without consideration), full payment in cash to offset such Member's 1996 Loss Payablethe Company; and (gh) in the case of a Transfer of Class B Units, a written agreement executed by the transferee to the effect that transferee is not entitled to the benefits of the Stockholder Agreement between the Cooperative and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Midland Corporation dated August 27, 1997; provided, however, the Board may waive any or all of the conditions stated above. In addition, the Board may (i) institute or suspend a procedure applicable to Class A Units similar to the procedure adopted pursuant to the Bylaws of the Cooperative as in effect just prior to closing of the transactions described in the Transaction Agreement, except that utilization of any such procedure must be discretionary at the option of the Class A Unit Holder, and (ii) adopt such other Other conditions on the Transfer of Units adopted by the Board from time to time as it deems appropriate, provided that such additional restrictions are reasonably appropriate in its sole discretion. The Governors shall have the authority to waive any legal opinion or other condition required to satisfy in this Section 10.3 other than the requirements of applicable tax or securities lawsClass A Member approval requirement set forth in Section 10.3(g).

Conditions Precedent to Transfers. The Board of Directors Governors, in its sole discretion, may elect not to recognize any Transfer of Units unless and until the Company has received: (a) An opinion of Company counsel (whose fees and expenses shall be borne by the Company), together if required by the Board as a condition of Transfer, an opinion of the transferor's counsel (whose fees and expenses shall be borne by the transferor) ), satisfactory in form and substance to the Board that such Transfer may be lawfully made without registration or qualification under applicable state and federal securities laws, or such Transfer is properly registered or qualified under applicable state and federal securities lawslaws and if requested by the Company that such Transfer will not cause the Company to be treated as a Publicly Traded Partnership; (b) such Such documents and instruments of conveyance executed by the transferor and transferee as may be necessary or appropriate in the opinion option of counsel to the Company to effect such Transfer, except that in the case of a Transfer of Units involuntarily by operation of law, the Transfer shall be confirmed by presentation of legal evidence of such Transfer, in form and substance satisfactory to the Company; (c) the The transferor's Certificate of Membership InterestCertificate; (d) the The transferee's taxpayer identification number and sufficient information to determine the transferee's initial tax basis in the interest interests transferred, and any other information reasonably necessary to permit the Company to file all required federal and state tax returns and other legally required information information, statements or returns; (e) evidence Evidence satisfactory in form and substance to the Board that the transferee meets the minimum and maximum Unit ownership requirements and any other applicable eligibility requirements limitation set forth in Section 3.2 4.3 of this Agreement;; and (f) in the case of a Transfer of Class A Units subject to a 1996 Loss Payable (other than a gift Transfer to a Member's relatives, made without consideration), full payment in cash to offset such Member's 1996 Loss Payable; and (g) in the case of a Transfer of Class B Units, a written agreement executed by the transferee to the effect that transferee is not entitled to the benefits of the Stockholder Agreement between the Cooperative and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Midland Corporation dated August 27, 1997; provided, however, the Board may waive any or all of the conditions stated above. In addition, the Board may (i) institute or suspend a procedure applicable to Class A Units similar to the procedure adopted pursuant to the Bylaws of the Cooperative as in effect just prior to closing of the transactions described in the Transaction Agreement, except that utilization of any such procedure must be discretionary at the option of the Class A Unit Holder, and (ii) adopt such other Other conditions on the Transfer of Units adopted by the Board from time to time as it deems appropriate, provided that such additional restrictions are reasonably required to satisfy the requirements of applicable tax or securities lawsappropriate in its sole discretion.