Transfer in General Clause Samples
The "Transfer in General" clause defines the rules and limitations regarding the transfer of rights, obligations, or interests under an agreement. Typically, this clause outlines whether parties are permitted to assign or delegate their contractual responsibilities to third parties, and may specify conditions such as requiring prior written consent. Its core practical function is to maintain control over who may assume contractual roles, thereby protecting the parties from unwanted or unapproved transfers that could affect the performance or enforcement of the agreement.
Transfer in General. (a) Subject to any restrictions on transferability by operation of Law or contained elsewhere in this Agreement (including Section 4.01(d) hereof) and any other requirement of applicable Law imposed on the Company or the Members or in accordance with Section 11.14, (i) the Preferred Members may freely Transfer their Preferred Units to any Person and (ii) no Common Member shall Transfer any portion of its Interest or its Units, directly or indirectly, to any Person other than a Permitted Transferee, without the prior written consent of each of (A) the Board of Managers and (B) prior to the Junior Preferred Payment, a Majority in Interest of the Junior Preferred Members. Notwithstanding anything herein to the contrary but subject to the provisions of this Article VIII, following the Junior Preferred Payment, the Common Members may freely transfer their Common Units to any Person. For the avoidance of doubt, the Junior Preferred Units and the Senior Preferred Units do not need to be transferred together and may be transferred in separate transactions.
(b) A permitted Transfer of Units pursuant to Section 8.01(a) hereof shall be effective as of the date of (i) compliance with the conditions to such transfer referred to in this Section 8.01 and (ii) admission of the Substituted Member pursuant to Section 8.02 hereof. Distributions made before the effective date of such Transfer shall be paid to the transferor, and distributions made after such date shall be paid to the transferee.
(c) Any Member who effectively transfers any Units pursuant to this Article VIII shall cease to be a Member with respect to such Units and shall no longer have any rights or privileges of a Member with respect to such Units (it being understood, however, that the applicable provisions of Sections 4.04, 4.05 and 7.01 hereof shall continue to inure to such Person’s benefit). Nothing contained herein shall relieve any Member who Transfers any Units or other interest in the Company from any liability or obligation of such Member to the Company or the other Members with respect to such Units that may exist on the date of such Transfer or that is otherwise specified in the Delaware Act and incorporated into this Agreement or for any liability to the Company or any other Person for any breaches of any representations, warranties or covenants by such Member (in its capacity as such) contained herein or in other agreements with the Company.
(d) In addition to any other restrictions on Transfer...
Transfer in General. 26 9.2 Assignee's Rights...........................................26 9.3 Assignor's Rights and Obligations...........................27
Transfer in General. The sale, transfer, assignment, pledge or other disposition of any interest in any Unit or Unit Equivalent (whether with or without consideration and whether voluntarily or involuntarily or by operation of law), directly or indirectly (including by way of a transfer of direct or indirect beneficial ownership of the holder of such Units or Unit Equivalents), is referred to herein as a “Transfer” and to take such action is referred to herein as to “Transfer.”
Transfer in General. NO PARTNER OR ASSIGNEE MAY TRANSFER ALL OR ANY PORTION OF SUCH PARTNER OR ASSIGNEE'S INTEREST IN THE PARTNERSHIP WITHOUT THE PRIOR WRITTEN CONSENT OF THE GENERAL PARTNER IF SUCH TRANSFER WOULD (A) CAUSE THE PARTNERSHIP TO HAVE MORE THAN 100 PARTNERS WITHIN THE MEANING OF TREASURY REGULATION SECTION 1.7704-1(H) OR (B) CAUSE THE PARTNERSHIP TO HAVE TO REGISTER AS AN INVESTMENT PARTNERSHIP FOR PURPOSES OF THE INVESTMENT PARTNERSHIP ACT OF 1940, AS AMENDED.
Transfer in General. THE TRANSFER OF ANY INTEREST IN THE PARTNERSHIP IS SUBJECT TO THE RESTRICTIONS ON TRANSFER CONTAINED IN THE SECURITYHOLDERS AGREEMENT, AS AMENDED OR MODIFIED FROM TIME TO TIME, AND, WITH RESPECT TO UNITHOLDERS A PARTY THERETO, THE EXECUTIVE AGREEMENTS, WHICH RESTRICTIONS ARE INCORPORATED HEREIN BY REFERENCE. IN ADDITION, NO UNITHOLDER MAY TRANSFER ALL OR ANY PORTION OF SUCH UNITHOLDER'S INTEREST IN THE PARTNERSHIP WITHOUT THE PRIOR WRITTEN CONSENT OF THE GENERAL PARTNER IF SUCH TRANSFER WOULD (A) CAUSE THE PARTNERSHIP TO HAVE MORE THAN 100 PARTNERS WITHIN THE MEANING OF TREASURY REGULATION SECTION 1.7704-1(H) OR (B) CAUSE THE PARTNERSHIP TO HAVE TO REGISTER AS AN INVESTMENT PARTNERSHIP FOR PURPOSES OF THE INVESTMENT PARTNERSHIP ACT OF 1940, AS AMENDED.
Transfer in General. No Member or Assignee may Transfer any part or all of such Person's Membership Interest, except as provided in this Article X. Any purported Transfer of a Membership Interest not in conformance with this Article X shall be null and void and of no effect.
Transfer in General. (A) The term "transfer," when used in this Article 13 with respect to a Partnership Interest, Units, or Depositary Units shall include any sale, assignment, gift, pledge, encumbrance, hypothecation, mortgage, exchange, or other disposition.
Transfer in General. No Member shall sell, assign, pledge or otherwise dispose of or transfer, or permit any Lien on, any Company Interest, directly or indirectly (including through a direct or indirect Change in Control of or transfer of an interest in a Member), owned by such Member or any right or interest therein, whether with or without consideration and whether voluntarily or involuntarily or by operation of Law (each, a “Transfer”) for a period of three (3) years from and after the date hereof (the “Transfer Restriction Period”), except for (i) a Permitted Transfer in accordance with Section 9.3 and (ii) Liens granted pursuant to the FX Financing Agreement. Following the Transfer Restriction Period, after compliance with the other provisions of this Article IX, a Member may Transfer any or all of its Company Interests, provided that notwithstanding anything to the contrary in this Agreement, a Member may not Transfer any of its Company Interests to a Prohibited Person without the consent of the Board.
Transfer in General. The sale, transfer, assignment, pledge, hypothecation or other disposition of any interest in any Unit (whether with or without consideration and whether voluntarily or involuntarily or by operation of law), directly or indirectly, in whole or in part, is referred to herein as a “Transfer” and to take such action is referred to herein as to “Transfer”. No Member shall be entitled to Transfer all or any portion of its Units except in accordance with this Agreement. Notwithstanding any other provision of this Agreement, no Transfer of a Unit shall be permitted if such Transfer (A) would cause the Company to have more than 100 partners, as determined for purposes of U.S. Department of Treasury Reg. §1.7704-1(h), (B) would cause the Company to be treated as a publicly traded partnership within the meaning of Code §7704 and U.S. Department of Treasury Reg. §1.7704-1 or (C) would cause all or any portion of the assets of the Company to constitute “plan assets” for purposes of ERISA. The Common Units held by any FIP Unitholder may not be transferred without the prior written consent of the Ares Member other than any Transfer made in accordance with Section 9.2. In addition, notwithstanding anything to the contrary in this Agreement, each Member represents, warrants and covenants that (i) for U.S. federal income tax purposes (including Sections 1445 and 1446 of the Code), it is, and for so long as it is a Member it will remain, a U.S. person (or a disregarded entity thereof), and (ii) such Member has provided the Company with a properly completed and executed IRS Form W-9, dated as of the date hereof, and shall promptly update such form if it becomes inaccurate or obsolete. For the avoidance of doubt, the parties acknowledge and agree that (A) FIP is a publicly traded entity, (B) Ares Management Corporation is a publicly traded entity, and (C) a transfer of any publicly traded Equity Securities in FIP, Ares Management Corporation, or of any Equity Securities in any Ares Member or any indirect equityholder in any Ares Member, or any controlled or affiliated fund vehicles (including those under common control) of any Ares Member (without limiting, and subject to, Section 9.2 other than any Ares Member whose primary assets are cash and direct or indirect ownership interests in the Company, including the Series A Preferred Units, the Series A Warrants and/or the Series A Warrant Units), shall, in each case, not be considered a “Transfer” for any purpose herein or cons...
Transfer in General. THE TRANSFER OF ANY INTEREST IN THE COMPANY IS SUBJECT TO THE RESTRICTIONS ON TRANSFER CONTAINED IN THE SECURITYHOLDERS AGREEMENT, AS AMENDED OR MODIFIED FROM TIME TO TIME, AND, WITH RESPECT TO UNITHOLDERS A PARTY THERETO, THE EXECUTIVE AGREEMENTS, WHICH RESTRICTIONS ARE INCORPORATED HEREIN BY REFERENCE. IN ADDITION, NO UNITHOLDER MAY TRANSFER ALL OR ANY PORTION OF SUCH UNITHOLDER'S INTEREST IN THE COMPANY WITHOUT THE PRIOR WRITTEN CONSENT OF THE BOARD IF SUCH TRANSFER WOULD (A) CAUSE THE COMPANY TO HAVE MORE THAN 100 PARTNERS WITHIN THE MEANING OF TREASURY REGULATION SECTION 1.7704-1(H) OR (B) CAUSE THE COMPANY TO HAVE TO REGISTER AS AN INVESTMENT COMPANY FOR PURPOSES OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED.