Further Limitations on Transfers of Membership Interests. In no event may a Transfer of a Membership Interest be made if such Transfer would result in (i) the termination of the Company as a limited liability company for federal income tax purposes pursuant to Section 708(b)(1)(B) of the Code; (ii) the Company becoming an "investment company" under the Investment Company Act of 1940, as amended; (iii) a violation of the Securities Act of 1933, as amended, or any applicable securities or "Blue Sky" law of any state or other jurisdiction or (iv) the dissolution of the Company pursuant to the Act, and, if so attempted, such Transfer shall be null and void ab initio and shall not bind the Company. In making the determination whether a Transfer will result in such a termination, the non-Transferring Member, in its discretion, may require the transferee to furnish, at such transferee's expense, an opinion of counsel passing on this issue, with such counsel to be reasonably acceptable to the non-Transferring Member. In no event may a Transfer be made to (and no substitute Member shall be admitted to the Company who is) an individual below the age of twenty-one (21) years (or the local age of majority, if higher) or an individual who has been adjudged to be insane or incompetent, and any purported Transfer to any such individual shall be void ab initio and shall not bind the Company.
Appears in 1 contract
Further Limitations on Transfers of Membership Interests. In no event may a Transfer of a Membership Interest be made if such Transfer would result in (i) the termination of the Company as a limited liability company for federal income tax purposes pursuant to Section 708(b)(1)(B) of the Code; (ii) the Company becoming an "investment company" under the Investment Company Act of 1940, as amended; (iii) a violation of the Securities Act of 1933, as amended, or any applicable securities or "Blue Sky" law of any state or other jurisdiction or (iv) the dissolution of the Company pursuant to the Act, and, if so attempted, such Transfer shall be null and void ab initio and shall not bind the Company. In making the determination whether a Transfer will result in such a termination, the non-Transferring Member, in its discretion, may require the transferee to furnish, at such transferee's expense, an opinion of counsel passing on this issue, with such counsel to be reasonably acceptable to the non-Transferring Member. In no event may a Transfer be made to (and no substitute Member shall be admitted to the Company who is) an individual below the age of twenty-one (21) years (or the local age of majority, if higher) or an individual who has been adjudged to be insane or incompetent, and any purported Transfer to any such individual shall be void ab initio and shall not bind the Company.been
Appears in 1 contract