Common use of Disposition Restrictions Clause in Contracts

Disposition Restrictions. The Manager shall have no right or power to tender, transfer, pledge, hypothecate, or otherwise dispose of any stock, securities or other assets held by the Company that are not Company NetSuite Shares, except: (i) To make Gifts as directed and in accordance with written instructions from the Member, or make distributions of such stock, securities, or assets to the Member to satisfy written requests to the Manager from the Member for distributions to fund Gifts (which requests shall include written certification to the Manager that all distributed shares will be promptly transferred to make a Gift and shall identify the intended donee); (ii) In the case of a disposition that occurs in connection with a Reorganization involving the issuer of such securities, or in connection with a Tender Offer involving the issuer of such securities, which Tender Offer (A) has been approved or recommended by the Board of Directors of the issuer and (B) the Manager has been instructed to tender into or accept in a writing received by the Manager from the Member; (iii) To sell such stock, securities or assets and distribute the resulting cash proceeds to the Member (or to make distributions in kind of such stock, securities or assets to the Member for sale by the Member), in accordance with written instructions received by the Manager from the Accountant, in such amounts and at such times as the Accountant determines in good faith and notifies the Manager in writing are necessary to generate cash to fund distributions to the Member to pay Tax Obligations; or (iv) If applicable, to implement a diversification/management plan in accordance with written recommendations as contemplated by Section 5(d) below.