Certain Additional Restrictions on Transfer Sample Clauses
The 'Certain Additional Restrictions on Transfer' clause sets out specific limitations on a party's ability to transfer their rights or interests under an agreement. Typically, this clause may prohibit transfers to certain categories of third parties, require prior written consent from the other party, or impose conditions such as compliance with applicable laws or financial qualifications. Its core practical function is to maintain control over who may become a party to the agreement, thereby protecting the original parties from unwanted or unsuitable transferees and ensuring the integrity of the contractual relationship.
Certain Additional Restrictions on Transfer. In addition to any other restrictions on Transfer herein contained, in no event may any Transfer of a Partnership Interest by any Partner be made (i) to any person or Entity that lacks the legal right, power or capacity to own a Partnership Interest; (ii) if such Transfer would cause a termination of the Partnership for federal income tax purposes, except with the Consent of the Limited Partners, subject to the provisions of Section 9.7; (iii) if such Transfer would, in the opinion of counsel to the Partnership, cause the Partnership to cease to be classified as a partnership for Federal income tax purposes; (iv) if such Transfer is effectuated through an "established securities market" or a "secondary market (or the substantial equivalent thereof)" within the meaning of Section 7704(b) of the Code; (v) if such Transfer would cause the Partnership to become, with respect to any employee benefit plan subject to Title 1 of ERISA, a "party-in-interest" (as defined in Section 3(14) of ERISA) or a "disqualified person" (as defined in Section 4975(e)(2) of the Code); (vi) in violation of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976; or (vii) if such transfer would, in the opinion of counsel to the Partnership, cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.3-101.
Certain Additional Restrictions on Transfer. In addition to the other restrictions on transfers set forth herein, each Holder and Holder of an interest in a Note (each participation or other interest in a Note, a "Note Interest", and each Holder and other holder thereof, an "Interestholder"), by its acceptance thereof, hereby agree to the following additional restrictions on transfer with respect to the Notes and Note Interests, without regard to whether the Notes or any Note Interests are "securities" as defined under the Securities Act:
(i) Each Interestholder understands that the Notes are being offered only in a transaction not involving any public offering within the meaning of the Securities Act, and that, if in the future such Interestholder decides to resell, pledge or otherwise transfer any of the Notes, such Notes may not be reoffered, resold, pledged or otherwise transferred except (i) to a person whom the Holder reasonably believes is a Qualified Institutional Buyer in a transaction meeting the requirements of Rule 144A, (ii) in an offshore transaction complying with Rule 904 of Regulation S, (iii), pursuant to an exemption from registration under the Securities Act provided by Rule 144 thereunder (if available), (iv) to the Issuer of such Note or (v) pursuant to an effective registration statement under the Securities Act, and, in each case, in accordance with all applicable U.S. state securities laws.
(ii) Each Interestholder may hold its interests in any Note through Euroclear, Cedel or another depository; provided no such Interestholder may grant any Participations in the interest so held through a depository. It is acknowledged that neither Euroclear nor Cedel will undertake to enforce the restrictions on transfer contained in this Section 10.06(e). Each Holder understands that the Notes will, unless otherwise agreed by the Issuer and the Interestholder thereof, bear a legend to the following effect:
Certain Additional Restrictions on Transfer. In addition to any other restrictions on Disposition contained in this Agreement, in no event may any Transfer or other Disposition of a Membership Interest by any Member be made: (a) to any Person who lacks the legal right, power or capacity to own a Membership Interest; (b) in violation of applicable Law; (c) of any component of a Membership Interest, such as rights to distributions, separate and apart from all other components of a Membership Interest; (d) if such Disposition would, in the opinion of legal counsel or other qualified tax advisor to the Company, cause the Company to cease to be classified as a partnership for U.S. federal income tax purposes (except as a result of an acquisition by the Pubco Holdings Group of all Units held by all Members that are not a member of the Pubco Holdings Group); (e) if such Disposition would cause the Company to become, with respect to any employee benefit plan subject to Title I of ERISA, a “party-in-interest” (as defined in ERISA Section 3(14)) or a “disqualified person” (as defined in Code Section 4975(c)); (f) if such Disposition would, in the opinion of legal counsel or other qualified tax advisor to the Company, cause any portion of the assets of the Company to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.2-101; (g) if such Transfer requires the registration of such Membership Interest pursuant to any applicable federal or state securities laws; (h) if such Disposition would create a material risk that the Company would become a “publicly traded partnership,” as such term is defined in Section 7704(b) of the Code; (i) if such Disposition would cause the Company to have more than one hundred (100) partners (within the meaning of Treasury Regulations Section 1.7704-1(h), including the look-through rule in Treasury Regulations Section 1.7704-1(h)(3)); (j) if such Disposition causes the Company to become a reporting company under the Exchange Act; or (k) if such Disposition subjects the Company to regulation under the Investment Company Act of 1940, the Investment Advisers Act of 1940 or ERISA, each as amended; provided that the Manager may waive any of the foregoing restrictions in its sole discretion.