Further Restrictions on Transfer of Interests. In addition to other restrictions found in this Agreement, no Member shall transfer, assign, convey, sell, encumber or in any way alienate all or any part of his or her Membership Interest: (i) without compliance with Section 12.10, and (ii) if the Membership Interest to be transferred, assigned, sold or exchanged, when added to the total of all other Membership Interests sold or exchanged in the preceding twelve (12) consecutive months prior thereto, would cause the termination of the Company under the Code, as determined by the Managers.
Appears in 2 contracts
Sources: Operating Agreement, Operating Agreement
Further Restrictions on Transfer of Interests. In addition to other restrictions found in this Agreement, no Member shall transfer, assign, convey, sell, encumber Transfer any Membership Interest or any interest in any way alienate all or any part of his or her Membership Interest: Interest (ia) without compliance with Section 12.10section 12, and (iib) if the Membership Interest or interest to be transferred, assigned, sold or exchangedTransferred, when added to the total of all other Membership Interests sold or exchanged Transferred in the preceding twelve (12) consecutive months prior theretomonths, would cause the termination of the Company under the Code, as determined by the Managers.
Appears in 1 contract
Sources: Securities Agreement (Simpson Manufacturing Co Inc /Ca/)
Further Restrictions on Transfer of Interests. In addition to other restrictions found in this Agreement, no Member shall transfer, assign, convey, sell, encumber or in any way alienate all or any part of his or her Membership Interest: (i) without compliance with Section 12.10, and (ii) such Member’s Interest if the Membership Interest to be transferred, assigned, sold or exchanged, when added to the total of all other Membership Interests transferred, assigned, sold or exchanged in the preceding twelve (12) consecutive months prior thereto, would cause the termination of the Company under the Codefor income tax purposes, as determined by the Managersa Majority-in-Interest.
Appears in 1 contract
Sources: Operating Agreement
Further Restrictions on Transfer of Interests. In addition to other restrictions found in this Agreement, no Member shall transfer, assign, convey, sell, encumber or in any way alienate Trans- fer all or any part of his or her Membership Interest: (i) without compliance with Section 12.10the terms of the Sub- scription Agreement, if any, and (ii) if the Membership Interest to be transferred, assigned, sold or exchangedTransferred, when added to the total of all other Membership Interests sold or exchanged Transferred in the preceding twelve (12) consecutive months prior thereto, would cause the termination of the Company under the Code, as determined deter- mined by the Board of Managers.
Appears in 1 contract
Sources: Operating Agreement
Further Restrictions on Transfer of Interests. In addition to other --------------------------------------------- restrictions found in this Agreement, no Member shall transfer, assign, convey, sell, encumber or in any way alienate all or any part of his or her Membership Interest: (i) without compliance with Section 12.10, and (ii) Interest if the Membership Interest to be transferred, assigned, sold or exchanged, when added to the total of all other Membership Interests sold or exchanged in the preceding twelve (12) consecutive months prior thereto, would cause the termination of the Company under the Code, as determined by the ManagersMembers.
Appears in 1 contract
Further Restrictions on Transfer of Interests. In addition to other restrictions found in this Agreement, no Member shall transfer, assign, convey, sell, encumber or in any way alienate all or any part of his or her such Member’s Membership Interest: (i) without compliance with Section 12.1011.10, and (ii) if the Membership Interest to be transferred, assigned, sold or exchanged, when added to the total of all other Membership Interests sold or exchanged in the preceding twelve (12) consecutive months prior thereto, would cause the termination of the Company under the Code, as determined by the Managers.
Appears in 1 contract
Further Restrictions on Transfer of Interests. In addition to other restrictions found in this Agreement, no Member shall transfer, assign, convey, sell, encumber or in Transfer any way alienate all Membership Interest or any part of his or her Membership Interest: interest therein (ia) without compliance with Section 12.10section 12 unless the Manager consents, and (iib) if the Membership Interest or interest to be transferred, assigned, sold or exchangedTransferred, when added to the total of all other Membership Interests sold or exchanged Transferred in the preceding twelve (12) consecutive months prior theretomonths, would cause the termination of the Company under the Code, as determined by the Managers.
Appears in 1 contract
Sources: Limited Liability Company Agreement (Innovaro, Inc.)
Further Restrictions on Transfer of Interests. In addition to other restrictions found in this Agreement, no Member shall transfer, assign, convey, sell, encumber or in any way alienate all or any part of its, his or her Membership Interest: (i) without compliance with Section 12.10, and applicable securities laws; or (ii) if the Membership Interest to be transferred, assigned, sold or exchanged, when added to the total of all other Membership Interests sold or exchanged in the preceding twelve (12) 12 consecutive months prior thereto, would cause the termination of the Company under the Code, as determined by the Managers.
Appears in 1 contract
Sources: Limited Liability Company Agreement (Versity Invest, LLC)