Common use of Conditions Precedent to Transfers Clause in Contracts

Conditions Precedent to Transfers. Any purported transfer or encumbrance otherwise complying with Section 12.1 of this Agreement will be ineffective until the transferor and the proposed transferee furnish to the Company the instruments and assurances the Members may request, including without limitation, if requested, an opinion of counsel satisfactory to the Company that the interest in the Company being transferred or encumbered has been registered or is exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), and applicable state securities laws. No transfer or encumbrance will be effective if it would result in the "termination" of the Company under Section 708 of the Code unless all of the Members give their prior written consent to the transfer or encumbrance.

Conditions Precedent to Transfers. Any purported transfer Transfer or encumbrance Encumbrance otherwise complying with Section 12.1 of this Agreement 7.7(a) will be ineffective until the transferor and the proposed transferee furnish to the Company the instruments and assurances the Members Board of Managers may request, including including, without limitation, if requested, an opinion of counsel satisfactory to the Company Board of Managers that the interest in the Company Membership Interest being transferred Transferred or encumbered Encumbered has been registered or is exempt from registration under the Securities Act of 1933, as amended (the "“Securities Act"”), and applicable state securities laws. No transfer Transfer or encumbrance Encumbrance will be effective if it would result in the "“termination" ” of the Company under Section 708 of the Code unless all of the Members give their prior written consent to the transfer Transfer or encumbranceEncumbrance.