Further Restrictions on Transfers. Notwithstanding any provision to the contrary contained herein, the following restrictions shall also apply to any and all proposed sales, assignments and transfer of Membership Interests or Economic Interests, and any proposed sale, assignment or transfer in violation of same shall be void ab initio.
Further Restrictions on Transfers. Notwithstanding anything in this Agreement to the contrary, in addition to any other restrictions on a Transfer of an Interest, no Interest may be Transferred (a) without compliance with the Securities Act and any other applicable securities or "blue sky" laws, (b) if, in the determination of the Manager, the Transfer could result in the Fund not being classified as a partnership for federal income tax purposes, (c) if, in the determination of the Manager, the Transfer could cause the Fund to become subject to the Investment Company Act of 1940, as amended (the "Investment Company Act"), (d) if, in the determination of the Manager, the Transfer would cause a termination of the Fund under Section 708(b)(1)(B) of the Code that would have a material adverse effect on the Fund, or (e) the transferee is a minor or incompetent.
Further Restrictions on Transfers. In addition to any other restrictions found in this Agreement, no Member may Transfer its Membership Interest or any part thereof: (a) without compliance with the Securities Act of 1933, the California Corporate Securities Law of 1968 and any other applicable securities laws, or (b) if the Transfer could result in the termination of the Company for federal or state income tax purposes or the Company not being classified as a partnership for federal or state income tax purposes. In addition, GCE cannot elect to purchase Membership Interests pursuant to Section 7.6(a) or 7.7 unless it is able to cause AGC to pay to the Xxxxxxx Trust and the Zilkha Trust at the Closing all principal, accrued interest and other amounts payable under the Land Acquisition Loans.
Further Restrictions on Transfers. In addition to the other restrictions on Transfers contained in this Agreement, no Membership Interest, or any portion thereof, may be transferred unless and until the following conditions have been satisfied, as determined by the Managers:
Further Restrictions on Transfers. Notwithstanding anything herein to the contrary, in addition to any other restrictions on a Transfer of an Interest, no Interest may be Transferred (a) without compliance with the Securities Act of 1933, as amended, and any other applicable securities or “blue sky” laws, (b) if, in the determination of the Manager, the Transfer could result in the Company not being classified as a partnership for federal income tax purposes,
Further Restrictions on Transfers. No Partner shall make any transfer or assignment of all or any part of its interest in this Partnership if said transfer or assignment would, when considered with all other transfers during the same applicable twelve-month period, cause a termination of this Partnership for Federal or applicable state income tax purposes.
Further Restrictions on Transfers. Notwithstanding anything in this Agreement to the contrary, in addition to any other restrictions on a Transfer of an Interest, no Interest may be Transferred
Further Restrictions on Transfers. In the case of the transfer of any Partnership Interest in any voluntary or involuntary manner whatsoever (other than as provided in Section 11.01, Section 11.02, and Section 11.03) under judicial order, legal process, execution, attachment, enforcement of a pledge, trust, or encumbrance or sale under any of them, the person to whom the Partnership Interest passes shall offer to give such Partnership Interest in the same manner as provided in Section 11.03 and shall be treated as a “deceased Partner.” This section does not apply to revocations as noted in Section 10.04. No Partner shall make any transfer or assignment of all or any part of his or her interest in this Partnership if said transfer or assignment would, when considered with all other transfers during the same applicable twelve (12) month period, cause a termination of this Partnership for federalor state income tax purposes, create noncompliance of the Partnership with the Partnership Law. THE LIMITED PARTNERSHIP INTEREST REPRESENTED BY THIS AMENDED AGREEMENT HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAW. SUCH INTEREST MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED, OR HYPOTHECATED TO ANY PERSON IN THE ABSENCE OF AN OPINION OF COUNSEL SATISFACTORY TO THE GENERAL PARTNER THAT SUCH REGISTRATION OR QUALIFICATION IS NOT REQUIRED.
Further Restrictions on Transfers. Notwithstanding anything herein to the contrary, in addition to any other restriction on Transfer of an Interest, no Interest may be Transferred (a) without compliance with the Securities Act and any other applicable securities or “blue sky” laws; (b) if, in the determination of the Board, the Transfer could result in Company’s (i) not being classified as a partnership for federal income tax purposes, (ii) being classified as a publicly traded partnership for federal income tax purposes, or (iii) subject to the Investment Company Act of 1940; (c) if, in the determination of the Board, the Transfer would result in the termination of Company under Section 708 of the Code, and such termination would have a material adverse effect on Company or the Members; (e) if the transferee is a minor or incompetent; or (f) unless Company is paid a transfer fee in cash sufficient, in the Board’s sole determination, to cover all expenses incurred by Company in connection with the Transfer and admission of the transferee as a Member. Except pursuant to Section 6.2, without Board Consent, no Member shall Transfer less than all of its Interest.
Further Restrictions on Transfers. 18 ARTICLE 11 - DEATH, LEGAL INCOMPETENCY, OR WITHDRAWAL OF A MEMBER;..........18
