Assignability of Interests Sample Clauses
Assignability of Interests. Subject to the limitations set forth in this Section 7.1, except as specifically provided by this Agreement, the Equity Interest in the Partnership of a Limited Partner may not be directly or indirectly assigned without the written consent of the General Partner, which consent may be withheld in its sole and absolute discretion; provided that the consent of the General Partner shall not be required to effect any assignment to the successor trustee or successor investment manager of an ERISA Partner. No Limited Partner shall be entitled to assign its Equity Interest in the Partnership without providing to the General Partner such evidence as it may reasonably require, including an opinion of a nationally recognized counsel or in-house counsel regularly employed by a Limited Partner, such counsel having expertise in the subject matter of such opinion, if so required, that the assignment or transfer will not:
(a) violate the registration provisions of the Securities Act, or the securities laws of any applicable jurisdiction;
(b) cause the Partnership not to be entitled to any exemption from the definition of an “investment company” pursuant to Section 3 of the Investment Company Act, and the rules and regulations of the Securities and Exchange Commission thereunder;
(c) result in the termination of the Partnership under the Internal Revenue Code (unless such requirement is waived by the General Partner);
(d) cause the Partnership to fail to satisfy the requirements of any otherwise applicable safe harbor from treatment as a publicly traded partnership under Treasury Regulations Section 1.7704-1;
(e) result in the assets of the Partnership or the actions of the General Partner being subject to Part 4 of Subtitle B of Title I of ERISA;
(f) cause the Partnership or any Partner to be in violation of any law, contract or other obligation legally binding upon any of them or otherwise suffer any material adverse consequence; or
(g) cause the Company to receive or accrue any amounts described in Code Section 856(d)(2)(B) or otherwise jeopardize the Company’s status as a REIT. In addition, no assignment of a Partner’s Equity Interest, other than pursuant to Section 4.2, shall be permitted if at the time of such assignment, the assigning Limited Partner is in default in its obligations under this Agreement. No assignment of a Partner’s Equity Interest shall be binding upon the Partnership until the General Partner receives an executed copy of all documents effecting su...
Assignability of Interests. Except as otherwise specifically provided in this Article XV, no Member or other Interest Holder may assign the whole or any part of its Interests (including, without limitation, any direct or indirect assignment, whether by operation of law or otherwise, pursuant to a merger, consolidation or conversion involving an Interest Holder) without the prior written consent of (i) so long as no Event of Default has occurred and is continuing, the Members (which may include such assigning Member) owning a majority of the issued and outstanding Class A Common Membership Interests or (ii) upon the occurrence of an Event of Default, and during the continuation thereof, the Members (which may include such assigning Member) owning a majority of the issued and outstanding Class A Preferred Membership Interests, Class B Preferred Membership Interests and Class C Preferred Membership Interests, voting together as a single class, in either case which consent may be given or withheld in the sole discretion of each such Member. If the prior written consent of such Members is obtained for any such assignment, such assignment shall not entitle the assignee to become a Substitute Member or to exercise or receive any of the rights, powers or benefits of a Member other than the right to receive distributions to which the assigning Member would be entitled, unless the assigning Member designates, in a written instrument delivered to the other Members, its assignee to become a Substitute Member and the admission of such assignee as a Member is consented to in writing by (i) so long as no Event of Default has occurred and is continuing the Members (which may include such assigning Member) owning a majority of the issued and outstanding Class A Common Membership Interests or (ii) upon the occurrence of an Event of Default, and during the continuation thereof, the Members (which may include such assigning Member) owning a majority of the issued and outstanding Class A Preferred Membership Interests, Class B Preferred Membership Interests and Class C Preferred Membership Interests, voting together as a single class, in either case which consent may be given or withheld in the sole discretion of each such Member; and provided, further, that such assignee shall not become a Substitute Member without having first executed an instrument reasonably satisfactory to the Board accepting and agreeing to the terms and conditions of this Agreement, which instrument may be a counterpart of this Ag...
Assignability of Interests. (a) Except as otherwise provided in this Article 7, no LLC Interest of a Member may be sold, assigned, transferred, pledged, hypothecated, gifted, exchanged, optioned, liened or encumbered (each, a "Transfer") and no Transfer in violation of this Agreement shall be binding upon the LLC.
(b) A Member may transfer all or any portion of its or his LLC Interest (i) to any one or more Permitted Transferees or Related Entities who agree to be bound by the terms and conditions of this Agreement, or (ii) upon obtaining the prior approval of the Board in accordance with Section 5.11 hereof, to any other Person who agrees to be bound by the terms and conditions of this Agreement; provided, however, that notwithstanding anything contained in this Agreement to the contrary, the transferring Member shall retain the right to vote with respect to LLC Interests Transferred unless (A) the transferee is WTI, WTC, Wilmington or an officer of the LLC, (B) the Transfer is pursuant to an Option Agreement, or (C) the transferee is approved by the Board as a Voting Member.
(c) In addition to Transfers permitted under Section 7.1(b), certain Members, including Permitted Transferees of Principals, may exercise Puts in accordance with Section 7.2 and certain Members are required to make sales in accordance with Section 7.3, in accordance with the terms of such Sections.
(d) Until December 31, 2003, Roxbury may grant options on LLC Interests it owns to employees of the LLC in Roxbury's sole and absolute discretion pursuant to a written Option Agreement if: (i) the aggregate exercise price to purchase the LLC Interests subject to the option is not less than the proportionate share of LLC Value represented by such LLC Interests determined on the date of the grant using a multiple of six in determining LLC Value; (ii) not more than one-third of the option shall vest before the end of the first year after grant, not more than two-thirds of the option shall vest before the end of the second year after grant, and not more than 100% of the option shall vest before the end of the third year after grant; (iii) the option does not become exercisable before the third anniversary of its date of grant (although an option may become exercisable prior to such third anniversary (A) in the event of death, Disability or Retirement of the option holder, (B) on termination of the employment of the option holder without Cause or (c) on resignation by the option holder for Good Reason); (iv) the option ho...
Assignability of Interests. (a) Subject to the provisions or Section 4.02 hereof, the interest of a Limited Partner shall not be assignable without the prior written consent of the General Partner. No assignment shall be binding upon the Partnership until the General Partner receives an executed copy of such assignment in form and substance satisfactory to the General Partner. The assignee of such interest may become a substituted Limited Partner only upon the terms and conditions of Sections 5.02 and 9.01.
(b) The interest of the General Partner shall not be assignable; provided, however, that in no event shall the interest of the General Partner be reduced below a 1% interest in the Capital Accounts of the Partners and that such interest may be assigned to a successor to all or substantially all of the business of the General Partner the Voting Control of which is held by those persons then holding Voting Control of the General Partner upon (i) the execution by the General Partner of a written assignment, the execution by the successor of this Agreement, and the written assumption by the successor of the obligations of the General Partner hereunder; and (ii) the receipt by the Partnership of an opinion of counsel that such assignment and assumption will not result in the Partnership being classified as an association for Federal income tax purposes. In the event of such assignment, the successor shall become the General Partner hereunder, and the predecessor and successor General Partner shall cause the execution of any necessary papers including, without limitation, an amendment to the Certificate of Limited Partnership to record the substitution of the successor as General Partner.
Assignability of Interests a. Except as otherwise provided in this Article 7, no LLC Interest may be sold, assigned, transferred, pledged, hypothecated, given, exchanged, optioned or encumbered (each, a "Transfer"), and no Transfer in violation of this Agreement shall be binding upon the LLC.
b. A Member may transfer all or any portion of its or his LLC Interest to any one or more Permitted Transferees who agree to be bound by the terms and conditions hereof; provided that, notwithstanding anything to the contrary contained herein, the transferring Member shall retain the vote with respect to the LLC Interest so Transferred to Permitted Transferees; provided, however, if the Transferee is WTI or is consolidated with WTI for federal income tax purposes, the Transferee shall become a Voting Member.
Assignability of Interests. (a) Except with the written consent of the General Partner, which the General Partner may withhold in its sole discretion, or in accordance with Section 6.1(b) or 6.1(c), no
Assignability of Interests. Without the prior written notice to and approval of the General Partner, a Limited Partner may not make a Transfer except by operation of law. Prior to approving any Transfer, the General Partner shall consult with counsel to the Partnership (including, for this purpose, in-house counsel) to ensure that such Transfer would not create a substantial risk, either alone or with other Transfers or withdrawals, that the Partnership would be treated as a “publicly traded partnership” taxable as a corporation for U.S. federal income tax purposes. The approval of the General Partner shall be withheld and a proposed Transfer will not be permitted unless (i) the transaction (A) complies with U.S. federal and any applicable state securities laws, (B) complies with all other applicable U.S. federal, state or non-U.S. laws, (C) shall not subject the Partnership to the registration or reporting requirements of the Investment Company Act, (D) shall not create, either alone or with other Transfers, a substantial risk (as determined by the General Partner in its sole discretion) that the Partnership would be classified as a “publicly traded partnership” taxable as a corporation for U.S. federal income tax purposes, and (E) complies with all applicable anti-money laundering rules; (ii) upon reasonable request of the General Partner, such Limited Partner shall have delivered to the General Partner an opinion of counsel, in form and substance reasonably satisfactory to the General Partner, that such transaction complies with the conditions set forth in clauses (A) through (E) above and such other matters as the General Partner may reasonably request; provided that the General Partner, in its sole discretion, may waive all or any part of the opinion required by (ii) above if it has a reasonable basis on which to conclude that the requirements set forth in (i) above, as to which the opinion is waived, are or shall be satisfied; and (iii) pursuant to such Transfer, the transferee agrees to assume any obligations applicable to the transferor under this Agreement; provided that the General Partner, in its sole discretion, may waive the requirement set forth in this clause (iii) with respect to any transferee. The General Partner may also request officer certificates and representations and warranties from the transferee and transferor as to the matters set forth in clauses (A) through (G) above and such other factual matters as the General Partner may reasonably request. Any attemp...
Assignability of Interests. (a) Subject to the provisions of Section 5.1(c) hereof, the interest of the Limited Partner shall not be assignable without the prior written consent of the General Partner. The General Partner shall not unreasonably withhold, delay or condition such consent. No assignment by the Limited Partner of its interest in the Partnership shall be binding upon the Partnership until the General Partner receives an executed copy of such assignment in form and substance satisfactory to the General Partner. The assignee of such interest may become a substituted Limited Partner only upon the terms and conditions of Section 5.2.
(b) The interest of the General Partner shall not be assignable; provided, however, that, subject to compliance with Section 2.1(b), such interest may be assigned to a successor to all or substantially all of the business of the General Partner or the general partner of the General Partner, upon (i) the execution by the General Partner of a written assignment, the execution by the successor of this Agreement and the written assumption by the successor of the obligations of the General Partner hereunder, and (ii) the receipt by the Partnership of an Opinion of Counsel that such assignment and assumption will not result in the Partnership being classified as an association or otherwise taxable as a corporation for United States Federal income tax purposes. In the event of such assignment, the successor shall become the General Partner hereunder, and the predecessor and successor General Partner shall cause the execution of any necessary papers including, without limitation, an amendment to the Certificate of Limited Partnership to record the substitution of the successor as General Partner. The General Partner shall notify the Limited Partner prior to any such proposed assignment of the General Partner's interest.
(c) Section 5.1(a) and 5.2 notwithstanding, the Limited Partner may assign its interest to and substitute as a Limited Partner in its place and stead any one corporation or other entity (A) which then owns directly or indirectly Voting Control of the Limited Partner, or (B) of which the Limited Partner then owns directly or indirectly Voting Control or (C) of which a corporation described in (A) then owns directly or indirectly Voting Control; provided, however, that no such transfer may be made if the General Partner, based upon an Opinion of Counsel, shall determine that it might result in a violation of United States Securities laws.
Assignability of Interests. Subject to the restrictions set -------------------------- forth in Section 15.3, a Member may sell, transfer, assign or pledge the whole or any part of its Interest, upon notice to CPEC and execution of a counterpart to this Agreement by the transferee. CPEC shall notify the other Members promptly following such transfer.
Assignability of Interests. Section 8.1 Assignment of a Venturer's Interest.............