Transfer of Manager Interest Clause Samples

Transfer of Manager Interest. The Manager has the right to sell, exchange, pledge, hypothecate, encumber, assign or otherwise dispose of all or any portion of its Membership Interest, so long as (i) counsel for the Company is of the opinion that such transaction will not cause the Company to be classified other than as a Investing Membership for federal income tax purposes or cause the Company to terminate for federal income tax purposes, (ii) counsel for the Company is of the opinion that such transaction will not require registration of the Manager's Membership Interest with the SEC or any state securities agency (unless such registration has been made), (iii) the assignees of the Manager's Membership Interest, or portion thereof, have agreed to be bound by the provisions of this Agreement and all other applicable agreements, and (iv) the Company is reimbursed by the Manager for selling, transferring, exchanging or otherwise disposing of its Membership Interest for the Company's expenses in connection with the transaction.