Exception to Requirements Sample Clauses
Exception to Requirements. Notwithstanding subsection (a) of this Section 11.6 above, a Member may Transfer its Units without the consent of the Manager or any other Member to a trust for his or her benefit, to his or her spouse, to a trust for the benefit of his or her spouse, to his or her Immediate Family, or to a trust for the benefit of his or her Immediate Family, so long as the proposed Transfer does not: (a) cause the Company to terminate for federal income tax purposes; (b) result in any event of default as to any secured or unsecured obligation of the Company; (c) result in a violation of the Securities Act; (d) cause a reassessment of any Company Assets; or (e) cause any other material, adverse effect to the Company.
Exception to Requirements. Notwithstanding the other provisions hereof, the Company shall not be required to file and pursue the effectiveness of the Debenture Registration Statement if at the applicable time the Company shall reasonably believe the Debentures and the underlying shares of Common Stock are no longer subject to restriction on transfer under applicable securities laws as a result of the issuance of those securities in a transaction under Section 4(2) of the Securities Act or Rule 506 of Regulation D thereunder. In this event, the Company shall, at its expense, promptly take all reasonable steps necessary to remove legends from each certificate representing the securities and to remove all stop transfer instructions that may have been issued to the Debenture Registrar or any transfer agent for the Common Stock. * * * * * * * * * * * * * * * * This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.