Assignability of Interests a. Except as otherwise provided in this Article 7, no LLC Interest may be sold, assigned, transferred, pledged, hypothecated, given, exchanged, optioned or encumbered (each, a "Transfer"), and no Transfer in violation of this Agreement shall be binding upon the LLC.
Assignability of Interests. No interest of a Limited Partner in the Partnership may be sold, assigned, transferred, pledged, hypothecated, gifted, exchanged, optioned or encumbered (each, a "Transfer"), nor may any interest in any Limited Partner be Transferred, and no Transfer shall be binding upon the Partnership or any Limited Partner unless it is expressly permitted by this Article V and the General Partner receives an executed copy of such assignment, which shall be in form and substance reasonably satisfactory to the General Partner. The assignee of such interest in the Partnership may become a substitute Limited Partner only upon the terms and conditions set forth in Section 5.2. No Limited Partner's interest in the Partnership or, in the case of a Limited Partner which is not an individual, the direct and indirect interests of a beneficial owner of such Limited Partner, may be Transferred except:
Assignability of Interests. (a) Subject to the provisions of Section 4.02 hereof, the interest of a Limited Partner shall not be assignable without the prior written consent of the General Partner. No assignment shall be binding upon the Partnership until the General Partner receives an executed copy of such assignment in form and substance satisfactory to the General Partner. The assignee of such interest may become a substituted Limited Partner only upon the terms and conditions of Sections 5.02 and 9.01.
Assignability of Interests. No interest of a Non-Manager Member in the LLC may be sold, assigned, transferred, gifted or exchanged, nor may any Non-Manager Member offer to do any of them (each, a "Transfer"), nor may any interest in any Non-Manager Member be Transferred, nor may any stockholder in any Non-Manager Member which is not an individual offer to do any of them, and no Transfer by a Non-Manager Member or stockholder of a Non-Manager Member shall be binding upon the LLC or any Non-Manager Member unless it is expressly permitted by this Article V and the Manager Member receives an executed copy of the documents effecting such Transfer, which shall be in form and substance reasonably satisfactory to the Manager Member. The assignee of such interest in the LLC may become a substitute Non-Manager Member only upon the terms and conditions set forth in Section 5.2. If an assignee or transferee of an interest of a Non-Manager Member in the LLC does not become (and until any such assignee or transferee becomes) a substitute Non-Manager Member, in accordance with the provisions of Section 5.2, such Person shall not be entitled to exercise or receive any of the rights, powers or benefits of a Non-Manager Member other than the right to receive distributions which the assigning Non-Manager Member has sold, transferred or assigned to such Person. No Non-Manager Member's interest in the LLC or, in the case of a Non-Manager Member which is not an individual, none of the direct and indirect interests of a beneficial owner of such Non-Manager Member, may be Transferred except:
Assignability of Interests. Except as otherwise specifically provided in this Article XV, no Member or other Interest Holder may assign the whole or any part of its Interests (including, without limitation, any direct or indirect assignment, whether by operation of law or otherwise, pursuant to a merger, consolidation or conversion involving an Interest Holder) without the prior written consent of (i) so long as no Event of Default has occurred and is continuing, the Members (which may include such assigning Member) owning a majority of the issued and outstanding Class A Common Membership Interests or (ii) upon the occurrence of an Event of Default, and during the continuation thereof, the Members (which may include such assigning Member) owning a majority of the issued and outstanding Class A Preferred Membership Interests, Class B Preferred Membership Interests and Class C Preferred Membership Interests, voting together as a single class, in either case which consent may be given or withheld in the sole discretion of each such Member. If the prior written consent of such Members is obtained for any such assignment, such assignment shall not entitle the assignee to become a Substitute Member or to exercise or receive any of the rights, powers or benefits of a Member other than the right to receive distributions to which the assigning Member would be entitled, unless the assigning Member designates, in a written instrument delivered to the other Members, its assignee to become a Substitute Member and the admission of such assignee as a Member is consented to in writing by (i) so long as no Event of Default has occurred and is continuing the Members (which may include such assigning Member) owning a majority of the issued and outstanding Class A Common Membership Interests or (ii) upon the occurrence of an Event of Default, and during the continuation thereof, the Members (which may include such assigning Member) owning a majority of the issued and outstanding Class A Preferred Membership Interests, Class B Preferred Membership Interests and Class C Preferred Membership Interests, voting together as a single class, in either case which consent may be given or withheld in the sole discretion of each such Member; and provided, further, that such assignee shall not become a Substitute Member without having first executed an instrument reasonably satisfactory to the Board accepting and agreeing to the terms and conditions of this Agreement, which instrument may be a counterpart of this Ag...
Assignability of Interests. (a) Except with the written consent of the General Partner, which the General Partner may withhold in its sole discretion, or in accordance with Section 6.1(b) or 6.1(c), no
Assignability of Interests. Subject to the limitations set forth in this Section 7.1, except as specifically provided by this Agreement, the Equity Interest in the Partnership of a Limited Partner may not be directly or indirectly assigned without the written consent of the General Partner, which consent may be withheld in its sole and absolute discretion; provided that the consent of the General Partner shall not be required to effect any assignment to the successor trustee or successor investment manager of an ERISA Partner. No Limited Partner shall be entitled to assign its Equity Interest in the Partnership without providing to the General Partner such evidence as it may reasonably require, including an opinion of a nationally recognized counsel or in-house counsel regularly employed by a Limited Partner, such counsel having expertise in the subject matter of such opinion, if so required, that the assignment or transfer will not:
Assignability of Interests. (a) Except as specifically provided in this Agreement, no Employee Limited Partner or its Reference Employee will be required to involuntarily transfer any interest in the Partnership, Capital Interest Percentage or Capital Commitment Percentage. Except as specifically provided by this Agreement, each Employee Limited Partner or its Reference Employee agrees that he, she, it will not directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate, or otherwise dispose of (any of the foregoing acts being referred to here in as a “transfer”), any interest in the Partnership, Carried Interest Percentage or Capital Commitment Percentage otherwise acquired and/or held by the Employee Limited Partner or its Reference Employee, at any time; provided however, that with the prior consent of the General Partner, which may not be unreasonably withheld, the Employee Limited Partner or its Reference Employee may transfer its interests in the Limited Partnership, Carried Interest Percentage or Capital Commitment Percentage during such time pursuant to one of the following exceptions:
Assignability of Interests. Except as set forth in Sections ---------------------------- 13.5 and 13.6 hereof, and except in the case of an Assignment by operation of law, no Member or Assignee may Assign the whole or any part of his, her or its Units without having obtained the prior approval of the Members by Required Vote. If such approval is granted, the Assignee shall be entitled to receive his, her or its share of the distributions of the Company to which his, her or its predecessor in interest would have been entitled, but, to the fullest extent permitted by law, the Assignee shall not be entitled to exercise any rights of a Member, including, without limitation, the right to vote or consent with respect to any proposed action of the Company as to which such vote or consent is required, unless and until the Assignee is admitted to the Company as a Substitute Member by the consent of the Members by Required Vote. If such consent of the Members is obtained, or in the case of an Assignment by operation of law, the assignee of a Unit shall become a Substitute Member. Notwithstanding the foregoing provisions of this Section 13.1, no transferee of Units shall become a Substitute Member without (i) having executed an instrument reasonably satisfactory to the Manager accepting and agreeing to the terms and conditions of this Agreement, including a counterpart signature page to this Agreement, (ii) having paid to the Company a fee sufficient to cover all reasonable expenses of the Company in connection with such transferee's admission as a Substitute Member, and (iii) being named as a Member on Schedule A attached hereto. An Assignee of Units who does not become a Substitute Member as provided in this Section 13.1 and who desires to make a further Assignment of his, her or its Units, or part thereof, shall be subject to all the provisions of this Section 13.1 to the same extent as any Member desiring to make an Assignment.
Assignability of Interests. (i) No Member may assign the whole or any part of its Interests without the prior written consent of each other Member, including Members holding RIShares, which consent may be given or withheld in the sole and absolute discretion of each such other Member. If the prior written consent of all of the other Members is obtained for any such assignment, such assignment shall, nevertheless, not entitle the assignee to become a Substitute Member or to be entitled to exercise or receive any of the rights, powers or benefits of a Member other than the right to receive distributions to which the assigning Member would be entitled, unless the assigning Member designates, in a written instrument delivered to the other Members, its assignee to become a Substitute Member and all of the other Members, in their sole and absolute discretion, consent to the admission of such assignee as a Member; and provided further, that such assignee shall not become a Substitute Member without having first executed an instrument reasonably satisfactory to the other Members accepting and agreeing to the terms and conditions of this Agreement, including a counterpart of this Agreement, and without having paid to the Company a fee sufficient to cover all reasonable expenses of the Company in connection with such assignee's admission as a Substitute Member.
