Restrictions on Transfers of Interests Clause Samples
Restrictions on Transfers of Interests. 8.1.1 Until the date that is the later of one year following the Offering and the expiration of any underwriter or Partnership “lock-up” agreement (as provided for in the Registration Rights Agreement or otherwise, including pursuant to any policy of the General Partner and/or Verso Paper Corp.) to which a Management Limited Partner is bound applicable to the Offering (such date as it applies to any Management Limited Partner, a “Transfer Date”), except as required by law, no Management Limited Partner may directly or indirectly, sell, contract to sell, give, assign, hypothecate, pledge, encumber, grant a security interest in subject to Section 8.1.5, offer, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of any economic, voting or other rights in or to (collectively, “Transfer“) any Units except pursuant to (i) Section 8.2 hereof or (ii) a Transfer to a Manager Permitted Transferee (each a “Permitted Transfer”).
8.1.2 Following the Transfer Date, each Management Limited Partner may Transfer his Units only pursuant to (i) a Permitted Transfer or (ii) Section 8.7; provided, however that each Management Limited Partner may Transfer his Units pursuant to clause (ii) only if and to the extent, in the General Partner’s discretion, such Management Limited Partner would be entitled to transfer shares of Verso Paper Corp. Common Stock (without the consent of Verso Paper Corp.) pursuant to the Registration Rights Agreement or in accordance with the requirements of Rule 144 promulgated under the 1933 Act; and provided further that no Management Limited Partner shall be entitled to effect a Transfer of Units under clause (ii) on the basis of his ability to sell shares of Verso Paper Corp. Common Stock pursuant to Rule 144 without the prior written approval of the General Partner.
8.1.3 No Transfer by any Management Limited Partner may be made pursuant to this Article VIII unless (i) the transferee has agreed in writing to be bound by the terms and conditions of this Third Amendment, (ii) the Transfer complies in all respects with the applicable provisions of this Third Amendment, (iii) the Transfer complies in all respects with applicable federal and state securities laws, including the 1933 Act and (iv) the Transfer is made in compliance with all applicable Partnership policies and restrictions (including any trading “window periods” or other poli...
Restrictions on Transfers of Interests. Except as provided in Section 5.4, no Member shall sell, assign, pledge, mortgage or otherwise dispose of or transfer (a “Transfer”) its Percentage Interest in the Company, whether in whole or in part, without the consent of the Management Committee, which consent may be withheld for any or for no reason.
Restrictions on Transfers of Interests. (a) Except pursuant to Section 9.6, so long as the Founder Member Ownership Threshold is met, the Managing Member shall not Transfer, directly or indirectly, all or any portion of its Interests (economic or otherwise) to any other Person without the prior written consent of the Founder Member Representative, excluding Transfers to a controlled Affiliate of the Managing Member; provided that any change of ownership or beneficial ownership of Managing Member, a Change of Control or a pledge or providing a security interest in the Interests in connection with incurrence of indebtedness by the Company or the Managing Member shall not be considered a Transfer.
(b) Except pursuant to Sections 9.5 or 9.6 or the terms of the Exchange Agreement, no Member (other than the Managing Member) shall Transfer, directly or indirectly, all or any portion of its Interests or any rights therein (economic or otherwise) to any other Person without the prior written consent of the Managing Member and, in the case of a Transfer by a Founder Member, the Required Independent Directors. Notwithstanding the foregoing, the prior written consent of the Managing Member (and, if so required, the Required Independent Directors) shall not be required in connection a Transfer by a Member to any Affiliate or to any Family Member (including for estate planning purposes) or a Transfer pursuant to Section 9.5 or Section 9.6.
Restrictions on Transfers of Interests. No Partner may Transfer all or any portion of its rights or Interest in the Partnership or withdraw or retire from the Partnership without the consent of the other Partner and any such attempted Transfer, withdrawal or retirement without the consent of the other Partner shall be null and void.
Restrictions on Transfers of Interests. No Restricted Member may Transfer (including, without limitation, to any other Member, or by gift, or by operation of law or otherwise) any Interests or any direct or indirect beneficial ownership of any Interests; provided, that, subject in each case to Section 12.4, Interests may (or shall, as the case may be) be Transferred by the Restricted Members (a) pursuant to Section 12.2 (“Estate Planning Transfers; Transfers upon Death”), (b) in accordance with Section 12.5 (“Involuntary Transfers”), (c) pursuant to Section 12.8 (“Right of First Refusal and Drag-Along Right”), (d) pursuant to Section 12.9, in connection with the formation of Newco (as defined in Section 12.9(b)) in anticipation of an IPO, (e) pursuant to Section 12.10 (“Put/Call Rights”) and (f) pursuant to the prior written approval of the Board and the DMC Members in their sole and absolute discretion. The Restricted Members may not pledge, grant a security interest in or otherwise encumber or hypothecate (a “Hypothecation”) any portion of such Member’s Interest without the prior written approval of the Board and the DMC Members in their sole and absolute discretion.
Restrictions on Transfers of Interests. (1) Neither Wellsford nor Creamer shall, or shall have the right to, sell, assign, t▇▇▇▇▇▇▇ or dispose of (whether by gift or otherwise), mortgage, pledge, hypothecate, create a lien on or security interest in, or otherwise encumber, whether voluntarily, involuntarily, by operation of law or otherwise (a "Disposition") all or any part of their respective Interests, except as permitted by, and only upon compliance with, the terms of this Agreement. Any purported or attempted Disposition of an Interest in violation of this subclause (a) shall be null, void and of no effect.
(2) Notwithstanding the provisions of subclause (a) immediately above,
(i) Subject to the terms of this Agreement, Wellsford shall have the right, without requiring the consent of Creamer (but upon prior notice to Creamer and the Company), ▇▇ ▇▇sign or transfer all or any ▇▇▇▇▇▇n of its Interests to a wholly-owned subsidiary or other Wellsford Related Entity (as hereinafter defined), provided that such subsidiary or Wellsford Related Entity expressly assumes in writing all of Wellsford's obligations under this Agreement and otherwise agrees to be bound by the provisions of this Agreement as if an original signatory hereof. For the purposes of this Agreement, the term "Wellsford Related Entity" shall mean any person, partnership, corporation or other entity in which Wellsford or WRP, directly or indirectly, owns a majority of the voting interests; and
Restrictions on Transfers of Interests. A. No transfer or assignment with respect to any Limited Partnership Interest or any Additional Limited Partnership Interest, or any fraction thereof, shall be effective if such transfer or assignment would, in the opinion of counsel for the Partnership, result in the termination of the Partnership or the treatment of the Partnership as an association taxable as a corporation, for purposes of the then applicable provisions of the Code.
B. No transfer or assignment with respect to any Limited Partnership Interest, or any fraction thereof, shall be effective if counsel for the Partnership shall be of the opinion that such transfer or assignment would be in violation of any state securities or "Blue Sky" laws (including any investment suitability standards) applicable to the Partnership.
C. No purported transfer or assignment with respect to a Limited Partnership Interest, or any fraction thereof, after which the transferor or the transferee would hold an Interest representing a Capital Investment of less than $5,000 will be permitted or recognized or be valid for any purpose (except for transfers by gift, inheritance or family dissolution, transfers to Affiliates or intra-family transfers). Prior to the first date on which an Additional Limited Partnership Interest is issued to an Assignee Holder (other than ML Real Estate Associates II), no purported transfer or assignment with respect to any Interest, or any fraction thereof, shall be permitted or recognized or be valid for any purpose.
D. No transfer or assignment with respect to any Limited Partnership Interest or any Additional Limited Partnership Interest, or any fraction thereof, shall be effective if as a result of such transfer or assignment such Limited Partnership Interest or Additional Limited Partnership Interest (or fraction thereof) would be held by any person that is a non-resident alien individual or foreign corporation or other entity or that may be subject to tax under Section 511 of the Code, or by any "tax-exempt entity" (within the meaning of Section 168(h)(2) of the Code for purposes of Section 168(h)(6)(A) of the Code), except that the foregoing restriction shall not apply to any transfer or assignment permitted in the sole discretion of the General Partner.
Restrictions on Transfers of Interests. 12 ARTICLE XIII NO WITHDRAWAL OR PARTITION BY A PARTNER....................................................12
Restrictions on Transfers of Interests. No member of the -------------------------------------- Venture may transfer ownership interests to any third party without the consent of all the other members; provided, however, that a party may transfer ownership interests to an affiliate if the transferor or its parent guarantees the financial or in-kind obligations of the transferee and, if any approvals are required under South Korea law for any such guarantees to be enforceable, satisfactory written evidence of all such approvals is delivered to the other Venturers by the proposed transferor.
Restrictions on Transfers of Interests. (a) Except as specifically provided in this Article VIII, neither a Transfer of units of Membership Interest nor a Transfer of any rights with respect thereto may be effected without the consent of all of the Members (which consent may be withheld by any Member arbitrarily). Any attempted Transfer by a person of units of Membership Interest or right, or any part thereof, in or in respect of the Company other than in accordance with this Article VIII shall be, and is hereby declared, null and void AB INITIO.
(b) Notwithstanding the provisions of Section 8.01(a), the following may occur without the consent of any of the Members:
(i) In the case of the Bankruptcy of a Member, vesting of the Member's interest in the Company in hands of the trustee, receiver or administrator of the bankrupt's estate;
(ii) In the case of a death or incompetency of a Member who is a natural person, vesting of his Membership Interest in his personal representative and, in the case of death, in his beneficiaries; or
(iii) Transfer of a Member's interest in the Company to an Affiliate.
(c) Notwithstanding anything herein to the contrary, no transferee of a Member's interest in the Company shall become a substituted Member with respect to the transferred interest, unless and until all of the Members give their written consent thereto (which written consent may be withheld by any Member arbitrarily) and the transferee shall:
(i) Assume all the obligations of his predecessor under this Agreement with respect to the interest transferred accruing from and after the effective date of the Transfer;
(ii) Deliver to the Board a written statement, in form and substance satisfactory to the Board, acknowledging the assumption of the transferror's obligations under this Agreement and that the transferee has read the provisions of this Agreement and intends to be legally bound as a Member by all the terms and conditions of this Agreement and any amendments or modifications thereof, and execute a counterpart of the Agreement as then in effect; and
(iii) Pay all reasonable expenses (including, without limitation, legal and accounting fees) incurred by the Company in connection with such Transfer, including but not limited to the cost of the preparation, filing and publishing of any amendment to the Company's Certificate and any fictitious name or similar registrations necessary or desirable to the Company in connection therewith.
(d) Except as otherwise specifically provided in this Agreement, a Me...