- 94 -
portion of or any interest or rights in the Person’s
Membership Rights or Membership Interest unless the
following conditions (“Conditions of Transfer”) are
satisfied:
6.1.1.1. the Transfer will not require
registration of Membership Interests or Membership
Rights under any federal or state securities laws;
6.1.1.2. the transferee delivers to the
Company a written instrument agreeing to be bound by
the terms of Section VI of this Agreement;
6.1.1.3. the Transfer will not result
in the termination of the Company pursuant to Code
Section 708;
6.1.1.4. the Transfer will not result
in the Company being subject to the Investment Company
Act of 1940, as amended;
6.1.1.5. the transferor or the
transferee delivers the following information to the
Company: (i) the transferee’s taxpayer identification
number; and (ii) the transferee’s initial tax basis in
the Transferred Interest; and
6.1.1.6. the transferor complies with
the provisions set forth in Section 6.1.4.
6.1.2. If the Conditions of Transfer are
satisfied, then a Member or Interest Holder may
Transfer all or any portion of that Person’s Membership
Interest. The Transfer of a Membership Interest
pursuant to this Section 6.1. shall not result,
however, in the Transfer of any of the transferor’s
other Membership Rights, if any, and the transferee of
the Membership Interest shall have no right to: (i)
become a Member; (ii) exercise any Membership Rights
other than those specifically pertaining to the
ownership of a Membership Interest; or (iii) act as na
agent of the Company.
6.1.3. Each Member hereby acknowledges the
reasonableness of the prohibition contained in this
Section 6.1. in view of the purposes of the Company and
the relationship of the Members. The Transfer of any
Membership Rights or Membership Interests in violation
Page: Previous 85 86 87 88 89 90 91 92 93 94 95 96 97 98 99 Next
Last modified: March 27, 2008