Transfer of Class A Units Sample Clauses

Transfer of Class A Units. Notwithstanding any provision of this Agreement to the contrary, the provisions of Sections 9.1, 9.2, and 9.3, shall not apply to the Assignment of any Class A Units, provided that such Assignment (i) is permitted under the Securities Act and other applicable federal and state securities laws and (ii) shall not cause the Company to lose its status as a partnership for federal income tax purposes.
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Transfer of Class A Units. Prior to the Transfer of any Class A Units (other than pursuant to a Public Sale or a Sale of the Company) to any Person, the Transferring holder of Class A Units subject to this Agreement shall cause the prospective Transferee to be bound by this Agreement, the LLC Agreement, the Registration Agreement and the Unitholders Agreement and to execute and deliver to the Company and the other unitholders of the Company a counterpart of or joinder to the LLC Agreement, the Registration Agreement and the Unitholders Agreement as a condition to the effectiveness of such Transfer. Upon the execution and delivery of such counterpart or joinder by such Person, subject to the requirements of the LLC Agreement, such Person’s acquired Class A Units shall be “Class A Units” under this Agreement.
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Transfer of Class A Units. Effective upon the payment by SEPI to CEPM under Section 2, CEPM hereby transfers to SEPI and SEPI hereby acquires directly from CEPM 100% of the Class A Units belonging beneficially and of record to CEPM (which CEPM represents and warrants consisted of 484,505 Class A Units as of September 30, 2013 (the “Unit Date”), the date as of which CEP disclosed the number of outstanding Class A Units in its most recently filed Form 10-Q with the Securities and Exchange Commission (“SEC”)). CEP agrees, represents and warrants to SEPI that (i) the transfer contemplated in this Section effectuates the transfer of all of the Outstanding Class A Units (after cancellation of the Units pursuant to paragraph 1) with the prior approval of the Board for purposes of the definition of “Outstanding” in the Operating Agreement, (ii) that SEPI shall be permitted to vote such Class A Units on any matter as set forth in the Operating Agreement, (iii) such Class A Units shall continue to be considered Outstanding, and (iv) CEP has not adjusted the number of outstanding Class A Units since the Unit Date.
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Transfer of Class A Units. No holder of Class A Units may Transfer all or any portion of its Interest with respect to the Class A Units other than to (x) GSK or its Affiliates or (y) such holder’s direct or indirect wholly-owned subsidiaries or successors to all or substantially all of the assets of such holder whether by merger, sale of stock, sale of assets or other similar transaction, provided that such transfer (i) does not result in a violation of the Securities Act or the Securities Exchange Act, and (ii) is in accordance with the other applicable provisions of this Article XII.
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Transfer of Class A Units. (a) Class A Units may be transferred by assignment, satisfactory in form and substance to the Transfer Agent, of the Certificate evidencing such Class A Units, and by execution and delivery of a Transfer Application in accordance with subsection (b) below. Upon such an assignment, the transferor shall be empowered, by this Agreement and the Certificate of Limited Partnership, to give the transferee the right to become a Substituted Limited Partner and shall be deemed to have given that right by the assignment. No transfer of Units or of the Certificate evidencing such Units may be made and no new Certificate will be registered in the name of or issued to the proposed transferee unless the transferee has signed and delivered a Transfer Application to the Transfer Agent.
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Related to Transfer of Class A Units

  • Transfer of Membership Interests (a) The Member may transfer its Membership Interest, in whole but not in part, but the transferee shall not be admitted as a Member except in accordance with Section 6.07. Until the transferee is admitted as a Member, the Member shall continue to be the sole member of the Company (subject to Section 1.02) and to be entitled to exercise any rights or powers of a Member of the Company with respect to the Membership Interest transferred.

  • Class A Units If a Warrantholder exercises Warrants in connection with a tender offer for settlement prior to the First Regular Call Date, each Class A Unit called in connection with such exercise shall receive, in addition to principal and accrued interest, $1.50 per Class A Unit from the proceeds of the Warrant exercise. Class B Payments: If a Warrantholder exercises Warrants, then the Class B Units designated to be called in connection with such exercise shall receive the corresponding portion of the Class B Present Value Amount, adjusted for accrued Class B Payments on the Class B Units otherwise paid. If the Underlying Security Issuer redeems Underlying Securities and the previous paragraph does not apply, then the Class B Units designated for a redemption in connection with such redemption of Underlying Securities shall receive the amount with respect to the Class B Present Value Amount allocated for distribution in accordance with the applicable provisions of the Distribution Priorities below, paid as of the date of such redemption as an additional distribution.

  • Transfer of Membership Interest The Sole Member may Transfer any part or all of its rights and interest (including, but not limited to, its Capital Account) in the Company (each a “Membership Interest”) now owned or hereafter acquired to any Person, and the transferee of such Membership Interest shall become a Member of the Company.

  • Registration and Transfer of Limited Partner Interests (a) The General Partner shall keep or cause to be kept on behalf of the Partnership a register in which, subject to such reasonable regulations as it may prescribe and subject to the provisions of Section 4.5(b), the Partnership will provide for the registration and transfer of Limited Partner Interests.

  • Certificates Representing Units; Lost, Stolen or Destroyed Certificates; Registration and Transfer of Units (a) Units shall not be certificated unless otherwise determined by the Manager. If the Manager determines that one or more Units shall be certificated, each such certificate shall be signed by or in the name of the Company, by the Chief Executive Officer and any other officer designated by the Manager, representing the number of Units held by such holder. Such certificate shall be in such form (and shall contain such legends) as the Manager may determine. Any or all of such signatures on any certificate representing one or more Units may be a facsimile, engraved or printed, to the extent permitted by applicable Law. The Manager agrees that it shall not elect to treat any Unit as a “security” within the meaning of Article 8 of the Uniform Commercial Code unless thereafter all Units then outstanding are represented by one or more certificates.

  • Transfer of Units 10.3.1 Units may be transferred only in the manner described in Article 9.2. The transfer of any Units and the admission of any new Partner shall not constitute an amendment to this Agreement.

  • Transfer of Partnership Interests The foregoing power of attorney shall survive the delivery of an instrument of transfer by any Partner of the whole or any portion of or interest in its Partnership Interest, except that (i) where a Partner becomes a Former Partner, or (ii) where a Transferee of such Partnership Interest has been approved as a successor Partner and the Transferor shall thereupon cease being a Partner (all in accordance with this Agreement), then the power of attorney of the Former Partner or the Transferor Partner, as the case may be, shall survive the cessation of Partner status or the delivery of such instrument of transfer, as the case may be, for the sole purpose of enabling the attorneys-in-fact for such Former Partner or the Transferor Partner (or any of them) to execute, swear to, acknowledge and file any and all instruments necessary to effectuate or reflect such cessation, transfer and succession.

  • Membership Units The Company is initially organized with One (1) class of Membership Interests, designated in Units, which Units are initially the only class of equity in the Company. The Units shall have no par value and shall be of a single class with identical rights. The Company shall have a first lien on the Units of any Member for any debt or liability owed by such Member to the Company. Additional and different classes of Membership Interests represented by different Units may be created and issued to new or existing Members on such terms and conditions as the Governors may determine. Such additional and different classes may have different rights, powers and preferences (including, without limitation, voting rights and distribution preferences), which may be superior to those of existing Members. Members shall have no preemptive rights to acquire additional or newly created Units.

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