Restrictions on Transfers of Interests Clause Samples
Restrictions on Transfers of Interests. 8.1.1 Until the first anniversary of the occurrence of an Initial Public Offering, except as required by law, no Management Limited Partner may directly or indirectly, sell, contract to sell, give, assign, hypothecate, pledge, encumber, grant a security interest in, offer, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of any economic, voting or other rights in or to (collectively, “Transfer“) any Units except pursuant to (i) Sections 8.2, 9.1, 9.2 and 12.3 hereof or (ii) a Transfer to a Manager Permitted Transferee (each a “Permitted Transfer”).
8.1.2 Following the first anniversary of an Initial Public Offering and the expiration of any underwriter or Partnership “lock-up” agreement to which a Management Limited Partner is bound applicable to such Initial Public Offering, each Management Limited Partner may only Transfer its Units pursuant to (i) a Permitted Transfer, (ii) a Transfer in accordance with Article XII hereof or (iii) a Transfer conducted in accordance with the requirements of Rule 144 promulgated under the 1933 Act; provided that no Management Limited Partner shall make a Transfer pursuant to this clause (iii) without the prior, written approval of the General Partner.
8.1.3 No Transfer by any Management Limited Partner may be made pursuant to this Article VIII unless (i) the transferee has agreed in writing to be bound by the terms and conditions of this Agreement (other than if the Transfer is conducted in accordance with Section 12.1 hereof or the requirements of Rule 144 promulgated under the 1933 Act), (ii) the Transfer complies in all respects with the applicable provisions of this Agreement, (iii) the Transfer complies in all respects with applicable federal and state securities laws, including the 1933 Act and (iv) the Transfer is made in compliance with all applicable Partnership policies and restrictions (including any trading “window periods” or other policies regulating ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇); provided that the conditions to Transfer described in clause (i) above shall not apply to a Transfer pursuant to Sections 8.2, 9.1, 9.2 or 12.3 hereof.
8.1.4 No Transfer by any Management Limited Partner may be made pursuant to this Article VIII (except if pursuant to an effective registration statement under the ▇▇▇▇ ▇▇▇) unless and until such Management Limited Partner has first delivered to the Partnership an opinion of cou...
Restrictions on Transfers of Interests. Except as provided in Section 5.4, no Member shall sell, assign, pledge, mortgage or otherwise dispose of or transfer (a “Transfer”) its Percentage Interest in the Company, whether in whole or in part, without the consent of the Management Committee, which consent may be withheld for any or for no reason.
Restrictions on Transfers of Interests. 6.1.1. No Interest, nor any beneficial interest therein, may, directly or indirectly, be transferred, sold, assigned, pledged, encumbered, charged, exchanged or hypothecated (including, but not limited to, being offered or listed on or through any placement agent, intermediary, online service, site, agent or similar person, service or entity), nor shall any Member create, or permit the creation of, a lien or security interest in or any encumbrance on any Interest or otherwise dispose of its Interest (or any portion thereof or economic interest therein) to or in favor of another Person, whether voluntarily or involuntarily (herein collectively called a “Transfer”), without the prior written Consent of the Manager, which may be granted, withheld, conditioned or delayed in its sole discretion. No Transfer shall act as a release of the transferring Member hereunder unless Consent of the Manager to such release shall have been obtained. Any attempted Transfer that is not made in accordance with this Article VI shall be null and void ab initio and the Manager and all Members are authorized to continue to treat the purported transferor as a Member for all purposes of this Agreement. Notwithstanding the foregoing, after delivery of the opinion of counsel hereinafter required by this Article VI (provided, however, that the Manager may, in its sole discretion, waive the requirement of an opinion of counsel), a Member may Transfer its Interest without the Consent of the Manager (a) to any entity directly or indirectly holding eighty percent (80%) or more of the ownership interests of the Member (including profits or other economic interests) or any entity of which eighty percent (80%) or more of the beneficial ownership (including profits or other economic interests) are held directly or indirectly by such entity, including any entity of which the Member holds, directly or indirectly, eighty percent (80%) or more of the beneficial ownership (including profits or other economic interests); (b) pursuant to a merger, plan of reorganization, sale or pledge of, or other general encumbrance on all or substantially all of the Member’s assets; (c) as may be required by any law or regulation; (d) by testamentary disposition or intestate succession; (e) to a trust, profit sharing plan or other entity controlled by, or for the benefit of, such Member or one or more of its family members; or (f) during the six (6) month period immediately following its admission as a Member, to ...
Restrictions on Transfers of Interests. (a) Except pursuant to Section 9.6, so long as the Founder Member Ownership Threshold is met, the Managing Member shall not Transfer, directly or indirectly, all or any portion of its Interests (economic or otherwise) to any other Person without the prior written consent of the Founder Member Representative, excluding Transfers to a controlled Affiliate of the Managing Member; provided that any change of ownership or beneficial ownership of Managing Member, a Change of Control or a pledge or providing a security interest in the Interests in connection with incurrence of indebtedness by the Company or the Managing Member shall not be considered a Transfer.
(b) Except pursuant to Sections 9.5 or 9.6 or the terms of the Exchange Agreement, no Member (other than the Managing Member) shall Transfer, directly or indirectly, all or any portion of its Interests or any rights therein (economic or otherwise) to any other Person without the prior written consent of the Managing Member and, in the case of a Transfer by a Founder Member, the Required Independent Directors. Notwithstanding the foregoing, the prior written consent of the Managing Member (and, if so required, the Required Independent Directors) shall not be required in connection a Transfer by a Member to any Affiliate or to any Family Member (including for estate planning purposes) or a Transfer pursuant to Section 9.5 or Section 9.6.
Restrictions on Transfers of Interests. No Partner may Transfer all or any portion of its rights or Interest in the Partnership or withdraw or retire from the Partnership without the consent of the other Partner and any such attempted Transfer, withdrawal or retirement without the consent of the other Partner shall be null and void.
Restrictions on Transfers of Interests. No Restricted Member may Transfer (including, without limitation, to any other Member, or by gift, or by operation of law or otherwise) any Interests or any direct or indirect beneficial ownership of any Interests; provided, that, subject in each case to Section 12.4, Interests may (or shall, as the case may be) be Transferred by the Restricted Members (a) pursuant to Section 12.2 (“Estate Planning Transfers; Transfers upon Death”), (b) in accordance with Section 12.5 (“Involuntary Transfers”), (c) pursuant to Section 12.8 (“Right of First Refusal and Drag-Along Right”), (d) pursuant to Section 12.9, in connection with the formation of Newco (as defined in Section 12.9(b)) in anticipation of an IPO, (e) pursuant to Section 12.10 (“Put/Call Rights”) and (f) pursuant to the prior written approval of the Board and the DMC Members in their sole and absolute discretion. The Restricted Members may not pledge, grant a security interest in or otherwise encumber or hypothecate (a “Hypothecation”) any portion of such Member’s Interest without the prior written approval of the Board and the DMC Members in their sole and absolute discretion.
Restrictions on Transfers of Interests. (a) A Limited Partner may not sell, exchange, assign, transfer, pledge or otherwise dispose of (herein collectively called a “Transfer”) all or any of its interest in the Partnership without the written Consent of the General Partner, which the General Partner may withhold in its sole discretion. In any event, the Consent of the General Partner shall be withheld unless the General Partner receives an opinion of counsel (who may be counsel for the Partnership or any Partner) satisfactory in form and substance to the General Partner that states that:
(i) such Transfer would not violate the Securities Act or any state (or other jurisdiction) securities or “Blue Sky” laws applicable to the Partnership or the interest to be transferred;
(ii) such Transfer would not cause the Partnership to become subject to the registration requirements of the Investment Company Act;
(iii) such Transfer would not be a “prohibited transaction” under ERISA or the Code or the regulations promulgated thereunder or cause all or any portion of the assets of the Partnership to constitute “plan assets” under ERISA, the Plan Asset Regulations or Section 4975 of the Code; and
(iv) such Transfer would not render the Partnership a “publicly traded partnership” under Sections 7704 or 469 of the Code and the Treasury Regulations thereunder or otherwise cause the Partnership to lose its status as a partnership for U.S. federal income tax purposes. Notwithstanding the foregoing, the General Partner may waive the requirement for the delivery of an opinion of counsel in connection with a Transfer in its sole discretion if it is reasonably satisfied that the Transfer would meet the requirements set forth in this Section 10.1(a).
(b) Any Limited Partner seeking to transfer all or any fraction of its interest agrees that it will pay all reasonable expenses, including attorneys’ fees, incurred by the Partnership in connection with such Transfer, prior to the consummation of such Transfer.
(c) Each Limited Partner ▇▇▇▇▇▇ severally agrees that it will not Transfer all or any fraction of its interest in the Partnership, except as permitted by this Agreement.
(d) The Partnership shall not recognize for any purpose any purported Transfer of all or any fraction of the interest of a Limited Partner and shall be entitled to treat the transferor of an interest as the absolute owner thereof in all respects, and shall incur no liability for distributions made in good faith to it, unless the General Partner sha...
Restrictions on Transfers of Interests. 17 ARTICLE XIII NO WITHDRAWAL OR PARTITION BY A PARTNER......................................................17
Restrictions on Transfers of Interests. (1) Neither Wellsford nor Creamer shall, or shall have the right to, sell, assign, t▇▇▇▇▇▇▇ or dispose of (whether by gift or otherwise), mortgage, pledge, hypothecate, create a lien on or security interest in, or otherwise encumber, whether voluntarily, involuntarily, by operation of law or otherwise (a "Disposition") all or any part of their respective Interests, except as permitted by, and only upon compliance with, the terms of this Agreement. Any purported or attempted Disposition of an Interest in violation of this subclause (a) shall be null, void and of no effect.
(2) Notwithstanding the provisions of subclause (a) immediately above,
(i) Subject to the terms of this Agreement, Wellsford shall have the right, without requiring the consent of Creamer (but upon prior notice to Creamer and the Company), ▇▇ ▇▇sign or transfer all or any ▇▇▇▇▇▇n of its Interests to a wholly-owned subsidiary or other Wellsford Related Entity (as hereinafter defined), provided that such subsidiary or Wellsford Related Entity expressly assumes in writing all of Wellsford's obligations under this Agreement and otherwise agrees to be bound by the provisions of this Agreement as if an original signatory hereof. For the purposes of this Agreement, the term "Wellsford Related Entity" shall mean any person, partnership, corporation or other entity in which Wellsford or WRP, directly or indirectly, owns a majority of the voting interests; and
Restrictions on Transfers of Interests. No member of the -------------------------------------- Venture may transfer ownership interests to affiliates or any third party without the consent of all the other members, provided, however, that Confidential Shelf 16 Limited, a corporation organized under the laws of England ("Flextech"), may obtain an equity interest in the Venture and be admitted as a member on the terms set forth below.