Common use of Conditions to Assignment Clause in Contracts

Conditions to Assignment. The Board may condition such approval upon, among other things, upon receipt of (i) a legible photocopy of any offer received by a Member to purchase such Member's Interest; (ii) an opinion of counsel, satisfactory in form and substance to the Board to the effect that either (a) the sale or assignment constitutes an exempt transaction and does not require registration under any applicable securities laws or (b) the interest to be sold or assigned is duly and properly registered under all applicable securities laws; (iii) evidence of the proposed assignee's eligibility to become a substitute Member pursuant to Section 14.4 hereof if such substitution is a condition to the Bona Fide Offer and (iv) the proposed assignee's agreement to comply with and be bound by the terms of this Agreement and to execute any and all documents that the Board may reasonably determine necessary in connection with the assignment and any substitution; (v) evidence satisfactory in form and substance to the Board that the sale or assignment will not impair the ability of the Company to be taxed as a limited liability company for federal income tax purposes; (vi) written representations of the proposed assignee in form and substance satisfactory to the Board that (a) the proposed assignee is acquiring the Interest for its own account and for investment and not with a view to the distribution thereof, and (b) the Interest will not be resold by the proposes assignee unless properly registered under all applicable securities laws or unless exempt from such registration.