Common use of Disposition of Interests Clause in Contracts

Disposition of Interests. 3.6.1 No Member shall Dispose of all or any part of its Membership Interest except in compliance with the provisions of this Agreement, including, without limitation, Article II of Appendix B. Any attempted Disposition of a Membership Interest, or any part thereof, other than in accordance with this Section 3.6.1 shall be, and hereby is declared, null and void ab initio. No Disposition of a Member's Membership Interest, whether consented to or otherwise, shall result in the dissolution of the Company on account of the Disposing Member ceasing to be a Member of the Company. 3.6.2 Provided that the requirements of this Agreement are complied with in connection with a proposed Disposition of a Membership Interest by a Member, and provided that the Disposing Member purports to grant the Person to which the Membership Interest is Disposed the right to be admitted as a Member, such Person shall have the right to be so admitted (and each of the other Members hereby consents to such admission), provided further that the other Members receive a document (i) executed by both the Member effecting such Disposition and the Person to which the Membership Interest is Disposed, (ii) including the notice and payment address and facsimile number of the Person to be admitted to the Company as a Member and the written acceptance by such Person of all the terms and provisions of this Agreement and an agreement by such Person to perform and discharge timely all of the obligations and liabilities in respect of the Membership Interest being acquired, (iii) setting forth the respective Percentage Interests in Company allocations after the Disposition of the Member effecting the Disposition and the Person to which the Membership Interest is Disposed, which together shall total the Percentage Interest in Company allocations of the Member effecting such Disposition prior thereto, (iv) containing a representation and warranty by the Member effecting the Disposition and the Person to which the Membership Interest is Disposed to the effect that such Disposition was made in accordance with all laws and regulations, including securities laws, applicable to such Member or Person, as appropriate, (v) containing representations and warranties by the Person to which such interest is Disposed that are substantially equivalent to those contained in Section 3.3 (it being understood that in connection with any Disposition constituting a Permitted Transfer pursuant to Appendix B hereof that is implemented for estate planning purposes, the transferee shall not be required to make such representations and warranties), and (vi) setting forth the effective date of the Disposition.

Disposition of Interests. 3.6.1 3.5.1 No Member shall Dispose of all or any part of its Membership Interest except in compliance with the provisions prior written consent of this Agreement, including, without limitation, Article II of Appendix B. the other Member. Any attempted Disposition of a Membership InterestInterest or other right, or any part thereof, in or in respect of the Company other than in accordance with this Section 3.6.1 3.5.1 shall be, and hereby is declared, null and void ab initio. No Disposition of a Member's Membership Interest, whether consented to or otherwise, shall result in the dissolution of the Company on account by reason of the Disposing Member ceasing to be a Member of the Company. 3.6.2 Provided that the requirements of this Agreement are complied with 3.5.2 If in connection with a proposed Disposition of a Membership Interest by a Member, and provided that the Disposing Member purports to grant the Person to which the Membership Interest is Disposed the right to be admitted as a Membermember of the Company (including in connection with a Disposition permitted under Section 3.5.1), such Person shall have the right to be so admitted (and each as a member of the Company if (a) the other Members hereby Member consents in writing to such admission), provided further that and (b) the other Members receive Member receives a document (i) executed by both the Member effecting such Disposition and the Person to which the Membership Interest is Disposed, (ii) including the notice and payment address and facsimile number of the Person to be admitted to the Company as a Member member and the written acceptance by such Person of all the terms and provisions of this Agreement and an agreement by such Person to perform and discharge timely all of the obligations and liabilities in respect of the Membership Interest being acquiredobtained, (iii) setting forth the respective Percentage Interests in Company allocations after the Disposition of the Member effecting the Disposition and the Person to which the Membership Interest is Disposed, which together shall total the Percentage Interest in Company allocations of the Member effecting such Disposition prior thereto, (iv) containing a representation and warranty by the Member effecting the Disposition and the Person to which the Membership Interest is Disposed to the effect that such Disposition was made in accordance with all laws and regulations, including securities laws, applicable to such Member or Person, as appropriate, and (v) containing representations and warranties by the Person to which such interest is Disposed that are substantially equivalent to those contained in Section 3.3 (it being understood that in connection with any Disposition constituting a Permitted Transfer pursuant to Appendix B hereof that is implemented for estate planning purposes, the transferee shall not be required to make such representations and warranties), and (vi) setting forth the effective date of the Disposition3.2.

Disposition of Interests. 3.6.1 3.4.1 No Member shall Dispose of all or any part of its Membership Interest without the approval each of the other Voting Members, except in compliance with the provisions of this Agreement, including, without limitation, Article II of Appendix B. as provided below. Any attempted Disposition of a Membership Interest, or any part thereof, other than in accordance with this either Section 3.6.1 3.4, Section 3.5 or Section 3.6 shall be, and hereby is declared, null and void ab initio. No Disposition of a Member's Membership Interest, whether consented to or otherwise, shall result in the dissolution of the Company on account of the Disposing Member ceasing to be a Member of the Company. 3.6.2 Provided that the requirements of this Agreement are complied with 3.4.2 If, in connection with a proposed permitted Disposition of a Membership Interest by Interest, a Member, and provided that the Disposing Member purports to grant the Person to which the Membership Interest is Disposed the right to be admitted as a Membermember of the Company, such Person shall have the right to be so admitted as a member if (and each of a) the other Voting Members hereby consents consent in writing to such admission), provided further that and (b) the other Voting Members receive a document (i) executed by both the Member effecting such Disposition and the Person to which the Membership Interest is Disposed, (ii) including the notice and payment address and facsimile number of the Person to be admitted to the Company as a Member member and the written acceptance by such Person of all the terms and provisions of this Agreement and an agreement by such Person to perform and discharge timely all of the obligations and liabilities in respect of the Membership Interest being acquired, (iii) setting forth the respective Percentage Interests percentage interests in Company allocations after the Disposition of the Member effecting the Disposition and the Person to which the Membership Interest is Disposed, which together shall total the Percentage Interest percentage interest in Company allocations of the Member effecting such Disposition prior thereto, (iv) containing a representation and warranty by the Member effecting the Disposition and the Person to which the Membership Interest is Disposed to the effect that such Disposition was made in accordance with all laws and regulations, including securities laws, applicable to such Member or Person, as appropriate, and (v) containing representations and warranties by the Person to which such interest is Disposed that are substantially equivalent to those contained in Section 3.3 (it being understood that in connection with any Disposition constituting a Permitted Transfer pursuant to Appendix B hereof that is implemented for estate planning purposes, the transferee shall not be required to make such representations and warranties), and (vi) setting forth the effective date of the Disposition.

Disposition of Interests. 3.6.1 No Member shall Dispose of all or any part of its Membership Interest except in compliance with 4.1 General Restrictions on the provisions of this Agreement, including, without limitation, Article II of Appendix B. Any attempted Disposition of a Membership an Interest, or any part thereof, other than in accordance with this Section 3.6.1 shall be, and hereby is declared, null and void ab initio. No Disposition of a Member's Membership Interest, whether consented to or otherwise, shall result in the dissolution of the Company on account of the Disposing Member ceasing to be a Member of the Company. 3.6.2 Provided that the requirements of A. Except as specifically provided in this Agreement are complied with in connection with section, a proposed Disposition of a Membership Interest by in the Company may not be effected without the consent of the Company Manager. B. The Company may not recognize for any purpose any purported Disposition of all or part of a Member, and provided that the Disposing Member purports to grant the Person to which the Membership Interest is Disposed unless and until the right to be admitted as a Memberother applicable provisions of this section have been satisfied and the Manager has received, such Person shall have the right to be so admitted (and each on behalf of the other Members hereby consents to such admission)Company, provided further that the other Members receive a document (i) executed by both the Member effecting such the Disposition (or if the transfer is on account of the death, incapacity, or liquidation of the transferor, its representative) and the Person to which the Membership Interest or part thereof is Disposed, (ii) including the notice and payment address and facsimile number of the any Person to be admitted to the Company as a Member and the written acceptance its agreement to be bound by such Person of all the terms and provisions of this Operating Agreement and an agreement by such Person to perform and discharge timely all of the obligations and liabilities in respect of the Membership Interest or part thereof being acquiredobtained, (iii) setting forth the respective Percentage Interests in Company allocations Sharing Ratios and the Capital Contribution after the Disposition of the Member effecting the Disposition and the Person to which the Membership Interest or part thereof is Disposed, Disposed (which together shall must total the Percentage Interest in Company allocations Sharing Ratio and the capital interest of the Member effecting such affecting the Disposition prior theretobefore the disposition), and (iv) containing a representation and warranty by the Member effecting that the Disposition was made in accordance with all applicable laws and regulations (including securities laws) and, if the Person to which the Membership Interest or part thereof is Disposed disposed is to be admitted to the effect Company, his representation and warranty that such Disposition was made the representations and warranties in this Agreement are true and correct with respect to that Person. In the event of a transfer, sale or assignment of a Member’s Membership Interest, the Company will not make a section 754 election to adjust the basis of the assets in the transfer under sections 732(b) or 743(b). C. It is the intent of the Company to restrict the transfer of Membership Interests to preserve the partnership tax status of the Company by complying with the provisions of the Internal Revenue Service Treasury Regulations to avoid treatment as a “publicly traded” partnership. Compliance with these provisions requires that Membership Interests not be (a) traded in an established securities market; or (b) readily tradable on a secondary market or its substantial equivalent. The Company intends only to allow transfers of Membership Interests pursuant to “safe harbors” of the Treasury Regulations, which include (i) qualified redemptions and repurchases; (ii) transfers pursuant to a qualified matching service; or (iii) “private” transfers, which include, among others (a) transfers in which the transferee’s tax basis is determined by reference to the transferor’s tax basis in the interest transferred; (b) transfers by reason of death, including transfers from an estate or testamentary trust; (c) transfers, including gifts, between members of a “family” (within the meaning of Section 267(c)(4) of the tax code); (d) transfers from retirement plans qualified under Section 401(a) of the tax code or an ▇▇▇; and (e) “block” transfers. A block transfer is a transfer by a Member and any related person as defined in the tax code in one or more transactions during any 30 calendar day period of interests representing in the aggregate more than two percent of the total interests in Company capital or profits. Transfers pursuant to a qualified redemption or repurchase are disregarded in determining whether Membership Interests are readily tradable on a secondary market if several conditions are met. First, the redemption or repurchase cannot occur until at least 60 days after the Company receives written notice of the Member’s intent to exercise the redemption or repurchase right. Second, either the purchase price is not established until at least 60 days after receipt of notification or the purchase price is established not more than four times during the entity’s tax year. Third, the sum of the interests in capital or profits transferred during the year, other than in private transfers, cannot exceed 10 percent of the total interests in Company capital or profits. Finally, a “lack of trading” safe harbor permits the transfer (without regard to transfers qualifying under one of the specific safe harbors described above) in a taxable year of the Company of interests representing no more than 2 percent of the total interests in Company capital or profits. So long as Membership Interests are transferred in accordance with all laws and regulationsa safe harbor, including securities laws, applicable to such Member they will be treated as not readily tradable in a secondary market or Person, as appropriate, (v) containing representations and warranties by the Person to which such interest is Disposed that are substantially equivalent to those contained in Section 3.3 (it being understood that in connection with any Disposition constituting a Permitted Transfer pursuant to Appendix B hereof that is implemented for estate planning purposes, the transferee shall not be required to make such representations and warranties), and (vi) setting forth the effective date of the Dispositionits substantial equivalent.