Additional Restrictions on Transfers. The LLC Interests described in this Agreement have not been registered under the Securities Act of 1933, as amended (the “1933 Act”) or under the securities laws of the State of Delaware or any other jurisdiction (the “State Acts”). Consequently, in addition to any and all other restrictions on transferability set forth herein, the LLC Interests may not be sold, assigned, pledged, hypothecated or otherwise disposed of or Transferred, except in accordance with the provisions of the 1933 Act and the State Acts.
Additional Restrictions on Transfers. A. The Units described in this Agreement have not been registered under the Securities Act of 1933, as amended (the "1933 Act") or under the securities laws of the State of Delaware or any other jurisdiction (the "State Acts"). Consequently, in addition to any and all other restrictions on transferability set forth herein, the Units may not be sold, assigned, pledged, hypothecated or otherwise disposed of or Transferred, except in accordance with the provisions of the 1933 Act and the State Acts.
Additional Restrictions on Transfers. Notwithstanding anything in this Article VI to the contrary, the following additional restrictions apply to the Interests:
Additional Restrictions on Transfers. (a) In no event shall a Transfer of a direct or indirect interest in the Company be permitted under Sections 6.01(b)(ii) – (iv) if: (i) such Transfer would violate the Securities Act or any state securities or “Blue Sky” laws applicable to the Company or the Units to be Transferred, (ii) such Transfer would cause the Company to become subject to the registration requirements of the Investment Company Act, (iii) such Transfer would constitute a “prohibited transaction” under Section 406 of ERISA or Section 4975 of the Code or cause all or any portion of the assets of the Company to constitute “plan assets” under ERISA or Section 4975 of the Code, (iv) such Transfer could reasonably be expected to cause the Company to be treated as a “publicly traded partnership” within the meaning of Sections 7704 and/or 469 of the Code, (v) such Transfer would violate any other applicable law, or (vi) such Transfer would adversely affect the REIT status of any Qualifying Entity, including by causing the EIK to fail to qualify as an “eligible independent contractor” under Code Section 856(d)(9).
Additional Restrictions on Transfers. No transfer or assignment of Units shall be made if such disposition would (i) cause the Company to be treated as an association taxable as a corporation (rather than a partnership) for federal income tax purposes; (ii) violate the provisions of any federal or state securities laws; or (iii) violate the terms of (or result in a default or acceleration under) any law, rule, regulation, agreement or commitment binding on the Company or any entity in which the Company owns an interest.
Additional Restrictions on Transfers. In addition to the general restrictions on Transfer in Section 4.01 and subject to Section 4.06, no Investor Stockholder shall Transfer any of its Company Securities, except in a Transfer to a Permitted Transferee permitted by Section 4.03 or as follows:
Additional Restrictions on Transfers. A Partner shall not Transfer any of its Units, and the General Partners shall not effect an Exchange Transfer or Redemption Transfer, if such Transfer would (i) violate then applicable federal and state securities laws or rules and regulations of the Commission, any state securities commission or any other governmental authorities with jurisdiction over such Transfer, (ii) result in an Adverse Partnership Event or an Assignment Event, or (iii) affect the Partnership's existence or qualification as a limited partnership under the Delaware Act.
Additional Restrictions on Transfers. The Investors represent and warrant that (i) each Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended; and (ii) each Investor is acquiring the LLC Interests as principal for its own account without a view toward transferring the LLC Interests. The LLC Interests described in this Agreement have not been registered under the Securities Act of 1933, as amended (the “1933 Act”) or under the securities laws of the State of Delaware or any other jurisdiction (the “State Acts”). Consequently, in addition to any and all other restrictions on transferability set forth herein, the LLC Interests may not be sold, assigned, pledged, hypothecated or otherwise disposed of or Transferred, except in accordance with the provisions of the 1933 Act and the State Acts.
Additional Restrictions on Transfers. (a) Notwithstanding anything in this Agreement to the contrary, (i) each member of the GE Group and the MT Group may at any time Transfer all or any portion of its Membership Interests to any member of the GE Group (other than any joint venture or Subsidiary of GE Vernova Parent, in each case, that is not subject to the restrictions of Section 10.05 (including, for the avoidance of doubt, GE Vernova’s GE-Hitachi Nuclear Services or Global Nuclear Fuels joint ventures)) and the MT Group, respectively (subject to compliance with Section 8.02(c)); provided, however, that in the case of any such Transfer, such member of the GE Group or MT Group, as applicable, shall ensure that the terms of the relevant Transfer provide that if the transferee is no longer an Affiliate of and a member of the GE Group or MT Group, as applicable, such transferred Membership Interests shall automatically revert back to the transferor; provided further, that any such Transfer shall not relieve any Member of its obligations under Section 10.05, and (ii) subject to Section 4.01(h), any Member may at any time Transfer all or any portion of its Membership Interests to the Company (on such terms and conditions as may be agreed upon by such Member and the Company) (subject to compliance with Section 8.02(c)).
Additional Restrictions on Transfers. (a) The General Partner may require as a condition of any Transfer that the Transferor furnish to the Partnership representations and warranties, as well as an opinion of counsel satisfactory (both as to such opinion and as to such counsel) to counsel to the Partnership, to the effect that such Transfer complies with applicable federal and state securities laws.
