Common use of Deemed Termination Clause in Contracts

Deemed Termination. Notwithstanding anything to the contrary in this Agreement, no Unit may be Transferred and the Company may not issue any Unit unless (i) such Transfer or issuance, as the case may be, shall not affect the Company’s existence or qualification as a limited liability company under the Delaware Act, (ii) such Transfer or issuance, as the case may be, shall not cause the Company to be classified as other than a partnership for United States federal income tax purposes, and (iii) such Transfer or issuance, as the case may be, shall not result in a termination of the Company under Code Section 708, unless the Management Committee determines that any such termination will not have a material adverse impact on the Members.

Appears in 4 contracts

Samples: Membership Interest Purchase Agreement (Nutracea), Limited Liability Company Agreement (Nutracea), Limited Liability Company Agreement (RiceBran Technologies)

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