Common use of Restrictions on Transfer of Units Clause in Contracts

Restrictions on Transfer of Units. Every employee-eligible and ex-employee-eligible shall have the right to assign any or all units owned by him, by way of gift without considerations to a trustee, herein called an "employee-eligible-transferee," in trust, for (a) Nothing in this section shall be deemed to authorize the sale of units for a valuable consideration. (b) No assignment of units to an employee-eligible-transferee shall revoke or detract from the purchase option rights to which such units were subject prior to transfer thereof to the trustee. (c) A certified copy of the trust instrument evidencing any assignment of units by an employee-eligible to an employee-eligible-transferee shall be filed with the trustees under JESTA at the time of transfer. Unless and until units owned by an employee-eligible or by an ex-employee-eligible or by an employee-eligible-transferee or by an employee benefit trust shall have become subject to purchase under the options specified in Section 10 and said options shall have been exercised, or shall have expired without having been exercised, no sale, transfer or other disposition of such units or the trust certificates evidencing the same shall be valid or effective for any purpose whatsoever except as provided in Section 12 above and in Sections 15 and 16. The classification of a unit as marital property or community property under applicable state laws shall not be deemed a sale, transfer or other disposition for purposes of this paragraph so long as the transferor unitholder in whose name the unit is recorded on the records of the trustees (the "transferor unitholder") retains sole and exclusive rights of management and control over the unit; nor shall a subsequent reassignment of the transferee spouse's marital or community interest back to the transferor unitholder be deemed a sale, transfer or other disposition for purposes of this paragraph. The term "management and control" shall include, among other rights, the right to vote, encumber, sell or otherwise dispose of the unit during the lifetime of the transferor unitholder. Any sale, transfer, or other disposition of a unit or the trust certificate evidencing the same which is not valid or effective under this paragraph shall constitute an option event under Section 9 at the time of such attempted sale, transfer or other disposition. Nothing in this agreement shall be deemed to prohibit an eligible, other than an employee-eligible, employee benefit trust, ex-employee-eligible or employee-eligible-transferee, from assigning to any other eligible any units owned by him.

Restrictions on Transfer of Units. Every employee-eligible and ex-employee-eligible shall have the right to assign any or all units owned by him, by way of gift without considerations to a trustee, herein called an "employee-eligible-transferee," in trust, for (a) Nothing No Unitholder (nor any permitted transferees of any Unitholder) may Transfer any interest in the Company, including any of such Unitholder’s Units, to any Person, except by a Change of Control; provided, that any Unitholder may Transfer all of its interest in the Company, including all of its Units, to any one (1) of their respective Affiliates, with the prior written consent of every other Unitholder, which consent shall not be unreasonably withheld; and provided, further, that (i) the transferee agrees in writing to become a party hereto and assumes all the obligations of the transferring Unitholder hereunder and under each other FP Operative Document to which the transferring Unitholder is a party (except to the extent the express terms of the Patent Indemnification Agreement condition its transferability on the consent of the non-transferring Unitholder and such Unitholder has not consented to Transfer thereof), and (ii) immediately after giving effect to such Transfer, no Event of Default or an event or condition that with the giving of notice or lapse of time or both would constitute an Event of Default with respect to the transferee Unitholder shall exist. Following the effectiveness of any such Transfer, the transferring Unitholder shall no longer have the transferred right, title or interest in the Company or any rights under this section Agreement and the transferee shall be substituted as a Unitholder for all purposes of this Agreement. The transferring Unitholder shall, however, remain responsible for all obligations under this Agreement and the other FP Operative Documents for any transferee which is an Affiliate of the transferring Unitholder and shall not be released or discharged from any existing liability or obligation to any Person. Any subsequent Transfer of an ownership interest in such Affiliate by the transferring Unitholder shall be deemed to authorize the sale constitute a Transfer of units for a valuable considerationUnits requiring compliance with this Section 9.1. (b) No assignment of units If a Unitholder Transfers its entire interest in the Company pursuant to an employee-eligible-Section 9.1(a), the transferee shall revoke or detract from succeed to all the purchase option rights to which and obligations of such units were subject prior to transfer thereof to the trusteeUnitholder under this Agreement. (c) A certified copy of Any Unitholder may agree to pay amounts equal to distributions received by such Unitholder from the trust instrument evidencing any assignment of units by Company to a third party in its sole discretion pursuant to a Permissible Assignment Agreement. “Permissible Assignment Agreement” means an employee-eligible to an employee-eligible-transferee shall be filed with the trustees under JESTA at the time of transfer. Unless agreement between a Unitholder and until units owned by an employee-eligible or by an ex-employee-eligible or by an employee-eligible-transferee or by an employee benefit trust shall have become subject to purchase under the options specified in Section 10 and said options shall have been exercised, or shall have expired without having been exercised, no sale, transfer or other disposition of such units or the trust certificates evidencing the same shall be valid or effective for any purpose whatsoever except as provided in Section 12 above and in Sections 15 and 16. The classification of a unit as marital property or community property under applicable state laws shall not be deemed a sale, transfer or other disposition for purposes of this paragraph so long as the transferor unitholder in whose name the unit is recorded on the records of the trustees another Person (the "transferor unitholder"“Permissible Assignee”) retains sole and exclusive rights of management and control over the unit; nor shall a subsequent reassignment of the transferee spouse's marital or community interest back to the transferor unitholder be deemed a sale, transfer or other disposition for purposes of this paragraph. The term "management and control" shall include, among other rights, the right to vote, encumber, sell or otherwise dispose of the unit during the lifetime of the transferor unitholder. Any sale, transfer, or other disposition of a unit or the trust certificate evidencing the same which is not valid or effective under this paragraph shall constitute an option event under Section 9 at the time of such attempted sale, transfer or other disposition. Nothing in this agreement shall be deemed to prohibit an eligible, other than an employee-eligible, employee benefit trust, ex-employee-eligible or employee-eligible-transferee, from assigning to any other eligible any units owned by him.which:

Restrictions on Transfer of Units. Every employee-eligible and ex-employee-eligible shall have the right to assign any or all units owned by him, by way of gift without considerations to a trustee, herein called an "employee-eligible-transferee," in trust, for (a) Nothing No Unitholder (nor any permitted transferees of any Unitholder) may Transfer any interest in the Company, including any of such Unitholder's Units, to any Person, except by a Change of Control; provided, that any Unitholder may Transfer all of its interest in the Company, including all of its Units, to any one (1) of their respective Affiliates, with the prior written consent of every other Unitholder, which consent shall not be unreasonably withheld; and provided, further, that (i) the transferee agrees in writing to become a party hereto and assumes all the obligations of the transferring Unitholder hereunder and under each other FP Operative Document to which the transferring Unitholder is a party (except to the extent the express terms of the Patent Indemnification Agreement condition its transferability on the consent of the non-transferring Unitholder and such Unitholder has not consented to Transfer thereof), and (ii) immediately after giving effect to such Transfer, no Event of Default or an event or condition that with the giving of notice or lapse of time or both would constitute an Event of Default with respect to the transferee Unitholder shall exist. Following the effectiveness of any such Transfer, the transferring Unitholder shall no longer have the transferred right, title or interest in the Company or any rights under this section Agreement and the transferee shall be substituted as a Unitholder for all purposes of this Agreement. The transferring Unitholder shall, however, remain responsible for all obligations under this Agreement and the other FP Operative Documents for any transferee which is an Affiliate of the transferring Unitholder and shall not be released or discharged from any existing liability or obligation to any Person. Any subsequent Transfer of an ownership interest in such Affiliate by the transferring Unitholder shall be deemed to authorize the sale constitute a Transfer of units for a valuable considerationUnits requiring compliance with this Section 9.1. (b) No assignment of units If a Unitholder Transfers its entire interest in the Company pursuant to an employee-eligible-Section 9.1(a), the transferee shall revoke or detract from succeed to all the purchase option rights to which and obligations of such units were subject prior to transfer thereof to the trusteeUnitholder under this Agreement. (c) A certified copy of Any Unitholder may agree to pay amounts equal to distributions received by such Unitholder from the trust instrument evidencing any assignment of units by Company to a third party in its sole discretion pursuant to a Permissible Assignment Agreement. "Permissible Assignment Agreement" means an employee-eligible to an employee-eligible-transferee shall be filed with the trustees under JESTA at the time of transfer. Unless agreement between a Unitholder and until units owned by an employee-eligible or by an ex-employee-eligible or by an employee-eligible-transferee or by an employee benefit trust shall have become subject to purchase under the options specified in Section 10 and said options shall have been exercised, or shall have expired without having been exercised, no sale, transfer or other disposition of such units or the trust certificates evidencing the same shall be valid or effective for any purpose whatsoever except as provided in Section 12 above and in Sections 15 and 16. The classification of a unit as marital property or community property under applicable state laws shall not be deemed a sale, transfer or other disposition for purposes of this paragraph so long as the transferor unitholder in whose name the unit is recorded on the records of the trustees another Person (the "transferor unitholderPermissible Assignee") retains sole and exclusive rights of management and control over the unit; nor shall a subsequent reassignment of the transferee spouse's marital or community interest back to the transferor unitholder be deemed a sale, transfer or other disposition for purposes of this paragraph. The term "management and control" shall include, among other rights, the right to vote, encumber, sell or otherwise dispose of the unit during the lifetime of the transferor unitholder. Any sale, transfer, or other disposition of a unit or the trust certificate evidencing the same which is not valid or effective under this paragraph shall constitute an option event under Section 9 at the time of such attempted sale, transfer or other disposition. Nothing in this agreement shall be deemed to prohibit an eligible, other than an employee-eligible, employee benefit trust, ex-employee-eligible or employee-eligible-transferee, from assigning to any other eligible any units owned by him.which: