Restrictions on Transfer of Company Interests Clause Samples

Restrictions on Transfer of Company Interests. (a) Subject to Section 3.3 hereof, no Member may, directly or indirectly, assign, sell, exchange, transfer, pledge, hypothecate or otherwise dispose of all or any part of its interest in the Company (any assignment, sale, exchange, transfer, pledge, hypothecation or other disposition of an interest in the Company being herein collectively called a "Transfer") to any person, other than in accordance with paragraph (b) below.

Restrictions on Transfer of Company Interests. (a) Subject to Section 3.3 hereof, no Member may, directly or indirectly, assign, sell, exchange, transfer, pledge, hypothecate or otherwise dispose of all or any part of its interest in the Company (any assignment, sale, exchange, transfer, pledge, hypothecation or other disposition of an interest in the Company being herein collectively called a "Transfer") to any person, other than in accordance with paragraph (b) below. (b) Blackstone Member may Transfer all or part of their respective interest in the Company (i) (A) to any Person provided that after giving effect to such Transfer, BREA continues to control the Company, (B) to an Affiliate of BREA, or (C) to a Permitted Transferee, in each case without obtaining the prior consent of CSL Member or (ii) to any other person to the extent such Transfer does not comply with clause (i) upon obtaining the prior consent of CSL Member. CSL Member may Transfer all or part of its interest in the Company (i) to a CSL Member Affiliate, (ii) to a Permitted Transferee, in the case of either (i) or (ii) without obtaining the prior consent of Blackstone Member or (iii) to any other person upon obtaining the prior consent of Blackstone Member. Upon any Transfer of a Member's interest in accordance with this subsection, the person

Restrictions on Transfer of Company Interests. (a) No Member may, directly or indirectly, assign, sell, exchange, transfer, pledge, hypothecate or otherwise dispose of all or any part of its interest in the Company (any assignment, sale, exchange, transfer, pledge, hypothecation or other disposition of an interest in the Company being herein collectively called a "Transfer") to any Person, other than in accordance with Section 8.1(b). Without limiting the foregoing and except as permitted in Section 8.1(b), any change in the ultimate beneficial ownership of a Member shall be deemed a Transfer for purposes of this Agreement. (b) The Blackstone Member (and any Person holding an interest, directly or indirectly, in the Blackstone Member) may make a Transfer (i) to an Affiliate of BREP without obtaining the prior consent of the other Members, (ii) to any other Person, so long as following such transfer, such Blackstone Member remains an Affiliate of BREP, without obtaining the prior consent of the other Members, (iii) to one or more Capital Partners or (iv) to any other Person upon obtaining the prior consent of the Tanger Member. Notwithstanding the foregoing, prior to (i) the expiration of the Lockout Period, (ii) a Tanger Event or (iii) a Minimum Return Failure Event the Blackstone Guarantor will not Transfer to one or more Capital Partners all or substantially all of its interests, directly or indirectly, in the Blackstone Member unless such Transfer is the result of a Capital Partner exercising its contractual rights under the terms of the organizational documents of the Blackstone Member. The Tanger Member (and any Person holding an interest, directly or indirectly, in the Tanger Member) may make a Transfer (i) to an Affiliate of Tanger Guarantor without obtaining the prior consent of the other Members, (ii) to any other Person, so long as following such transfer, the Tanger Member remains an Affiliate of Tanger Guarantor, without obtaining the prior consent of the other Members or (iii) to any other Person upon obtaining the prior consent of the Blackstone Member. Notwithstanding anything to the contrary contained herein, a Transfer of shares or partnership interests in, or a Business Combination involving, Tanger REIT or Tanger Guarantor shall not be deemed a Transfer under this Agreement. Upon any direct Transfer of all of a Member's Interest in the Company in accordance with this subsection, the Person (the "Transferee") to whom the Member's Interest was transferred shall be admitted as a Member ...

Restrictions on Transfer of Company Interests. (a) Transfer of Company Interests. No holder of Company Interests ----------------------------- shall sell, transfer, assign, pledge or otherwise dispose of (whether with or without consideration and whether voluntarily or involuntarily or by operation of law) any interest in (a "Transfer") such holder's Company -------- Interests, except pursuant to (i) Section 2(b) hereof, (ii) a Public Sale, (iii) a Liquidity Event pursuant to Section 6 or (iv) Section 9 or 10 hereof; provided that the applicable requirements of Sections 3 and 4 (if any) are also satisfied. Notwithstanding anything to the contrary contained herein, the Members agree and acknowledge that Zecal shall be permitted to pledge the Company Interest held by it to ▇▇▇▇▇ Fargo in support of Zecal's obligations pursuant to that certain Credit Agreement dated as of December 31, 1998, as amended, by and between ▇▇▇▇▇ Fargo and P.G. Design and that nothing herein shall preclude ▇▇▇▇▇ Fargo from foreclosing upon, and acquiring, all or any portion of such Company Interest.

Restrictions on Transfer of Company Interests. (a) Except for Permitted Transfers and Transfers pursuant to Section 9.3, no Member may, directly or indirectly, assign, sell, exchange, transfer, pledge, hypothecate or otherwise dispose of all or any part of its Interest (or permit any of the foregoing to occur), including any direct or indirect interest (whether legal or beneficial) in such Member (any such assignment, sale, exchange, transfer, pledge, hypothecation or other disposition of an Interest or a direct or indirect interest in a Member being herein collectively called a “Transfer”) to any Person without the prior written consent of all the Members. In the event of a partial Transfer of an Interest that is effectuated in accordance with the provisions hereof, such Transferee shall, for the purposes of this Article IX, be treated, together with the Member who transferred such Interest to the Transferee, as a single entity, with such transferor Member having the authority to make elections and give notices hereunder on behalf of such transferor Member and Transferee. Any such partial Transferee will be bound by the elections made by such transferor Member.

Restrictions on Transfer of Company Interests. Except for Permitted Transfers, no Member may, directly or indirectly, assign, sell, exchange, transfer, pledge, hypothecate or otherwise dispose of all or any part of its Interest (or permit any of the foregoing to occur), including any direct or indirect interest (whether legal or beneficial) in such Member (any such assignment, sale, exchange, transfer, pledge, hypothecation or other disposition of an Interest or a direct or indirect interest in a Member being herein collectively called a “Transfer”) to any Person without the prior approval of the Manager; provided that, if such Transfer occurs following the death or Disability of a Member that previously held such Interest, such consent shall not be unreasonably withheld or delayed. In the event of a partial Transfer of an Interest that is effectuated in accordance with the provisions hereof, such Transferee shall, for the purposes of this Article IX, be treated, together with the Member who transferred such Interest to the Transferee, as a single entity, with such transferor Member having the authority to make elections and give notices hereunder on behalf of such transferor Member and Transferee. Any such partial Transferee will be bound by the elections made by such transferor Member.

Restrictions on Transfer of Company Interests. (a) No Member may, directly or indirectly, assign, sell, exchange, transfer, pledge, hypothecate or otherwise dispose of all or any part of its Interest to any Person, including any non-economic right provided to a Member, or permit any change in the ultimate legal or beneficial ownership of such Member (any direct or indirect assignment, sale, exchange, transfer, pledge, hypothecation or other disposition of an Interest, or change in the ultimate legal or beneficial ownership of a Member, being herein collectively called a “Transfer”), nor may the Company admit any Person as an additional member of the Company; provided, however, that the following shall be permitted (each, a “Permitted Transfer”), subject to compliance with Sections 9.1(b)-(d) and 9.4, as applicable: (i) Any direct or indirect Transfer of a Member’s Interest made with the prior written consent of all of the Members. (ii) Any Transfer made in accordance with the terms of Sections 9.2 or 9.3. (iii) If the Transferring Member is the Fund 3 Member, any direct or indirect Transfer of the Fund 3 Member’s Interest, in whole or in part, as long as Control over the Fund 3 Member’s original Interest following such Transfer is directly or indirectly vested in Sculptor Capital Management, Inc., a Delaware corporation, and/or Sculptor Real Estate Advisors LP, a Delaware limited partnership. (iv) If the Transferring Member is the Majority Member, any direct or indirect Transfer of the Majority Member’s Interest, in whole or in part, as long as Control over the Majority Member’s original Interest following such Transfer is directly or indirectly vested in one or more of (A) Sculptor Diversified REIT Operating Partnership LP, a Delaware limited partnership, (B) Sculptor Diversified Real Estate Income Trust, Inc., a Maryland corporation, (C) a successor to all or a portion of Sculptor Diversified REIT Operating Partnership LP’s or Sculptor Diversified Real Estate Income Trust, Inc.’s business where such successor owns 50% or more of the assets of such predecessor, as measured immediately prior to an applicable transaction, (D) Sculptor Real Estate Advisors LP, a Delaware limited partnership, and/or (E) Sculptor Capital Management, Inc., a Delaware corporation. (b) Upon any direct Transfer of a Member’s Interest in compliance with this Article IX, the Person (the “Transferee”) to whom the Member’s Interest was Transferred shall be admitted as a Member upon the Transferee’s written acceptance and adoption ...

Restrictions on Transfer of Company Interests. No Member may, directly or indirectly, assign, sell, exchange, transfer, pledge, hypothecate or otherwise dispose of all or any part of its Interest, including any non-economic right provided to a Member, or any direct or indirect interest (whether legal or beneficial) in such Member (any assignment, sale, exchange, transfer, pledge, hypothecation or other disposition of an Interest being herein collectively called a “Transfer”) to any person, except as provided herein or with the consent of all of the Members. Notwithstanding the foregoing, no Member’s consent shall be required with respect to any Permitted Transfer or Permitted Encumbrance. In the event of a partial Transfer of an Interest, except as otherwise agreed by all of the Members, such Transferee (as defined below) shall, for the purposes of this Article IX, be treated, together with the Member who transferred such Interest (“Transferor”) to the Transferee, as a single entity, with such Transferor having the authority to make elections and give notices hereunder on behalf of such Transferor and the Transferee. Any such partial Transferee will be bound by the elections made by such transferor Member.

Restrictions on Transfer of Company Interests. (a) (i) Common Member shall not sell, assign, exchange, transfer, pledge, hypothecate or otherwise dispose of its Interest or any part thereof or retire or withdraw from the Company (an “Interest Transfer”), and (ii) no direct or indirect owners of Common Member shall sell, assign, exchange, transfer, pledge, hypothecate or otherwise dispose of its direct or indirect interest in Common Member (a “Member Transfer”; and together with an Interest Transfer, a “Transfer”), in each case without the Approval of Preferred Member in its sole and absolute discretion, except as otherwise provided in this Article IX. Notwithstanding the foregoing, any Member Transfer of a direct or indirect interest in Common Member (but not an Interest Transfer of Common Member’s direct Interest in the Company) shall be permitted without the Approval of Preferred Member; provided that, after giving effect to such Transfer, (A) the Common Member named herein remains the Common Member and the Managing Member of the Company, (B) no Change of Control occurs, (C) no Key Man Event exists following such Transfer, (D) such Transfer does not violate the provisions of any Mortgage Loan Document or the Mezzanine Loan Documents or any ground lease affecting an individual Property, and (E) such Transfer does not otherwise violate any express provision of this Agreement. (b) A Transfer shall include, but not be limited to, (i) if a person is a corporation, any merger, consolidation or sale or pledge of such corporation’s stock or the creation or issuance of new stock; (ii) if a person is a limited or general partnership or joint venture, any merger or consolidation or the change, removal, resignation or addition of a general partner or the sale or pledge of the partner interest of any general partner or any profits or proceeds relating to such partner interest, or the sale or pledge of limited partner interests or any profits or proceeds relating to such limited partner interest or the creation or issuance of new limited partner interests or the changing, granting or increasing of consent rights to any limited partner; (iii) if a person is a limited liability company, any merger or consolidation or the change, removal, resignation or addition of a managing member, a non-member manager or any member exercising management or control rights (or if no managing member, non-member manager or member exercising management or control rights, any member) or the sale or pledge of the membership interest of a...