Transfers in General Clause Samples

Transfers in General. (a) (i) The term “Transfer,” when used in this Article 11 with respect to a Partnership Interest or a Partnership Unit, shall be deemed to refer to a transaction by which the General Partner purports to assign all or any part of its General Partner Interest to another Person, or a Limited Partner (including the Initial Limited Partner) purports to assign all or any part of its Limited Partner Interest to another Person, and includes a sale, assignment, gift, pledge, encumbrance, hypothecation, mortgage, exchange, merger, consolidation, reclassification, reorganization, liquidation or any other disposition by law or otherwise.

Transfers in General. (a) Notwithstanding anything else contained herein, no Shareholder may Transfer any Shares unless, in addition to the other requirements set forth herein, such Transferee executes, simultaneously with or prior to such Transfer, a Deed of Adherence and thereby becomes a Party to this Agreement and assumes all the rights and obligations of the Transferor as a Shareholder hereunder and under the relevant Organizational Documents, and any other certificates, agreements, instruments, and documents as may be required to effect such Transfer. (b) Any purported Transfer of Shares that does not strictly comply with the provisions of this Article XI will be null and void ab initio, and the Company shall not record, register or recognize any such Transfer. (c) No Shareholder shall permit any direct or indirect Lien on the Shares held by it in the Company without the prior written consent of the other Shareholders. Where a consent is given by the other Shareholders to such Lien (i) any foreclosure of, or exercise of other secured party’s remedies with respect to, such Lien, and any subsequent Transfer of all or any portion of such Shares as a result thereof shall be considered a Transfer that is subject to this Article XI, and (ii) the Parties shall procure that the underlying pledge agreement, security interest or other instrument memorializing such Lien shall state and acknowledge the provisions and restrictions set forth in sub-clause (i) above. (d) The Parties agree that the Transfer restrictions in this Article XI shall not be capable of being avoided by the holding of Shares through a Person (including any company) that can itself be Transferred in order to dispose of an interest in Shares free of such restrictions. For the avoidance of doubt, the restrictions on indirect Transfers of Shares set forth in this Article XI shall not apply in the event of a Change in Control of a Shareholder, in which case, the relevant provisions of Section 12.1 and Section 12.3 shall apply.

Transfers in General. Except as provided in Section 7.2 hereof, without the prior written consent of each other Member, no Member may Transfer, or permit a Transfer of, all or any portion of its Membership Interest to any Person. Any action contrary to the preceding sentence shall be null and void and ineffective for all purposes; provided, however, that any attempted action contrary to the preceding sentence shall constitute a material breach of this Agreement.

Transfers in General. HMSC is authorized to transfer shares of the Fund's recorded capital stock as follows: (a) if outstanding certificates are surrendered in proper form, HMSC will cancel these certificates and issue shares in deposit form; or (b) if an order is properly made by or on behalf of the registered holder of shares in deposit form, HMSC will credit the same shares of capital stock to the transferee in deposit form.

Transfers in General. The Member, in its discretion, may transfer (whether by sale, gift or otherwise) all or any part of the Member’s membership rights, including economic and non-economic rights, to any person at any time. The Member may make any such transfer under any terms and conditions that it deems appropriate.

Transfers in General. Subject to clause (ii) of this Section 2.3(b), transfers of a global Security shall be limited to transfers of such global Security in whole, but not in part, to nominees of the U.S. Depositary or to a successor of the U.S. Depositary or such successor's nominee.

Transfers in General. The sale, transfer, assignment, pledge or other disposition of any interest in any Unit (whether with or without consideration and whether voluntarily or involuntarily or by operation of law), directly or indirectly, to another Person is referred to herein as a “Transfer” and to take such action is referred to herein as to “Transfer.” No Member shall Transfer any Units or Unit Equivalents (or any interest in any Units or Unit Equivalents), except (a) to the Company, if approved by the Board of Managers; (b) pursuant to a Transfer approved by the Board of Managers; (c) to a Permitted Transferee pursuant to a Permitted Transfer, subject to the terms of this ARTICLE 7; (d) pursuant to Section 7.3 in connection with the exercise of a Purchase Option or (e) pursuant to Section 7.14 in connection with a Deemed Offer event. Any purported Transfer of a Units or Unit Equivalents not in accordance with this ARTICLE 7 shall be null and void ab initio and of no effect. Each Member shall hold the Company and each other Member harmless from all costs, liabilities or damages, including the costs of enforcing this indemnity, incurred by the Company or any other Member as a result of the Member’s purported Transfer of a Unit or Unit Equivalent other than in accordance with this Agreement.

Transfers in General. No Investor ---------------------- shall Transfer any Capital Stock now or hereafter owned by such Investor except as expressly permitted in this Section 2.1.

Transfers in General. (a) No Partner or Assignee may Transfer all or any portion of his Partnership Interest, except as provided in this Article 10. Any purported Transfer of all or any portion of a Partnership Interest not in conformity with the provisions of this Article 10 shall be null and void and of no effect. In any case, each Partner and Assignee shall notify the Partnership and the other Partners whenever a Transfer or attempted Transfer occurs, and whether or not to a Permitted Transferee, which notice shall identify the Transferee (or proposed Transferee) and the relationship of the Transferee (or proposed Transferee) to the Transferor. (b) A Partner shall cease to be a Partner upon the effective Transfer of all of the Partner's Partnership Interest. However, dissolution of the Partnership shall not result from the assignment of a Limited Partnership Interest and, therefore, notwithstanding anything to the contrary set forth in this Article 10, where there is but one remaining Limited Partner such Limited Partner may not Transfer, and shall be deemed not to have Transferred, his Limited Partnership Interest in any way (including by way of a Transfer solely of an economic interest in the relevant Partnership Interest) except where and until the proposed Transferee is accepted and admitted as a Substituted Limited Partner in accordance with Section 11.01. (c) Notwithstanding anything to the contrary set forth in this Article 10, a Transferee may not receive a Partnership Interest as an Assignee unless (i) all of the Partners consent thereto, (ii) the Transferee is a Permitted Transferee, (iii) the Transfer to the Transferee occurred pursuant to Sections 10.04 and 10.05, following the failure of the Partnership and the Partners to exercise their options to purchase all of the Partnership Interest subject to such options pursuant to said Sections; or (iv) the Transfer to the Transferee occurred in accordance with the provisions of Sections 10.03(a)(ii) and 10.07, following the failure of the Partnership and the Partners to exercise their options to purchase all of the Partnership Interest subject to such options pursuant to said Sections. In addition to the foregoing, all of the other relevant provisions of this Article 10 must also be complied with in order to allow any such Transferee to receive a Partnership Interest as an Assignee. An Assignee is entitled only to the economic rights of his Transferor in the relevant Partnership Interest. Thus, an Assignee shall be en...