Common use of Specific Prohibitions Clause in Contracts

Specific Prohibitions. No assignment or other disposition of any Company Interest of any Member may be made if such assignment or disposition, alone or when combined with other transactions, would result in the termination of the Company within the meaning of Section 708 of the Code or under any other relevant section of the Code or any successor statute unless the Managers determine, in their sole discretion, that such termination of the Company within the meaning of Section 708 of the Code would not have a materially adverse effect on the Members or the Company. No assignment or other disposition of any Company Interest may be made without an opinion of counsel satisfactory to the Company that such assignment or disposition is subject to an effective registration under, or is exempt from the registration requirements of, the applicable state and federal securities laws, unless the Company waives in writing the requirement for an opinion of counsel. No Company Interest may be assigned or given to a Person who has been adjudged to be insane or incompetent.

Specific Prohibitions. No assignment or other disposition of any Company Interest of any Member may be made if such assignment or disposition, alone or when combined with other transactions, would result in the termination of the Company within the meaning of Section 708 of the Code or under any other relevant section of the Code or any successor statute unless the Managers determine, in their sole discretion, that such termination of the Company within the meaning of Section 708 of the Code would not have a materially adverse effect on the Members or the Company. No assignment or other disposition of any Company Interest may be made without an opinion of counsel satisfactory to the Company that such assignment or disposition is subject to an effective registration under, or is exempt from the registration requirements of, the applicable state and federal securities laws, unless the Company waives in writing the requirement for an opinion of counsel. No Company Interest may be assigned or given to a Person who has been adjudged to be insane or incompetent.