Common use of Transfer of Units Clause in Contracts

Transfer of Units. (a) Any Transfer of any Units shall only be completed subject to the compliance by the Member and the proposed transferee with this Agreement and all applicable laws. (b) The Company shall keep or cause to be kept on behalf of the Company a register (which may be in electronic form) that will provide for the registration and Transfer of Units. The Manager may appoint a Transfer Agent to act as registrar and transfer agent for the purpose of registering any Units and Transfers of such Units as herein provided. For Units represented by Certificates, upon surrender of a Certificate for registration of Transfer of any Units evidenced by a Certificate, the appropriate Officers of the Company shall execute and deliver, and in the case of Units for which a Transfer Agent has been appointed, the Transfer Agent shall countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the Record Holder’s instructions, one or more new Certificates evidencing the same aggregate number and type of Units as were evidenced by the Certificate so surrendered, provided that a transferor shall provide the address and facsimile number for each such transferee as set forth on Exhibit A at any time. (c) The Company shall not recognize any Transfer of Units evidenced by Certificates until the Certificates evidencing such Units are surrendered for registration of Transfer. No charge shall be imposed by the Company for such Transfer; provided, that as a condition to the issuance of Units, whether or not such Units are evidenced by Certificates, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed with respect thereto. (d) By acceptance of the Transfer of any Unit, each transferee of a Unit (including any nominee holder or an agent or representative acquiring such Units for the account of another Person) (i) shall be admitted to the Company as a Substitute Member with respect to the Units so Transferred to such transferee when any such Transfer or admission is reflected in the books and records of the Company or the Transfer Agent, as applicable, (ii) shall be deemed to agree to be bound by the terms of this Agreement, (iii) shall become the Record Holder of the Units so transferred, (iv) grants powers of attorney to the Officers of the Company and any Liquidating Trustee, as specified herein, and (v) makes the consents and waivers contained in this Agreement. The Transfer of any Units and the admission of any new Member shall not constitute an amendment to this Agreement. (e) Nothing contained in this Agreement shall preclude electronic book-entry only Transfer of Units or the settlement of any transactions involving Units entered into through the facilities of the Depository or any National Securities Exchange on which such Units are listed for trading.

Transfer of Units. (a) Any Transfer of any Units shall only be completed subject to the compliance by the Member and the proposed transferee with this Agreement and all applicable laws. (b) The Company Partnership shall keep or cause to be kept on behalf of the Company Partnership a register (which that, subject to such reasonable regulations as it may be in electronic form) that prescribe and subject to the provisions of Section 5.05(b), will provide for the registration and Transfer transfer of Units. The Manager may Partnership is authorized to appoint a Transfer Agent to act as registrar and transfer agent for the purpose of registering any Common Units and Transfers transfers of such Common Units as herein provided. For The Partnership shall not recognize transfers of Certificates evidencing Units represented by Certificates, upon unless such transfers are effected in the manner described in this Section 5.05. Upon surrender of a Certificate for registration of Transfer transfer of any Units Interests evidenced by a Certificate, and subject to the provisions of Section 5.05(b), the appropriate Officers of the Company Partnership shall execute and deliver, and in the case of Units for which a Transfer Agent has been appointedCommon Units, the Transfer Agent shall countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the Record Holder’s instructions, one or more new Certificates Certificates, or shall deliver other evidence of the issuance of uncertificated Partnership Securities, evidencing the same aggregate number and type of Units as were evidenced by the Certificate so surrendered, provided that a transferor shall provide the address and facsimile number for each such transferee as set forth on Exhibit A at any time. (cb) The Company Partnership shall not recognize any Transfer transfer of Units evidenced by Certificates until the Certificates evidencing such Units are surrendered for registration of Transfertransfer or such other documentation as may be required to transfer uncertificated Units is delivered. No charge shall be imposed by the Company Partnership for such Transfertransfer; provided, however, that as a condition to the issuance of Unitsany new Certificate, whether or not such Units are evidenced by Certificatesother evidence of the issuance of uncertificated Interests, under this Section 5.05(b), the Company Partnership may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed with respect thereto. (dc) By acceptance of the Transfer transfer of any UnitUnits in accordance with this Section 5.05, each transferee of a Unit any Units (including any nominee holder or an agent or representative acquiring such Units for the account of another Person) (“Transferee”) (i) shall be admitted to the Company Partnership as a Substitute Member Limited Partner with respect to the Units so Transferred transferred to such transferee Person when any such Transfer transfer or admission is reflected in the books and records of the Company Partnership, with or the Transfer Agent, as applicablewithout execution of this Agreement, (ii) shall be deemed to agree to be bound by the terms of of, and shall be deemed to have executed and delivered, this Agreement, (iii) shall become the Record Holder of the Units so transferred, (iv) represents that the Transferee has the capacity, power, and authority to enter into this Agreement, (v) grants powers of attorney to the Officers of the Company Partnership and any Liquidating Trustee, Liquidator of the Partnership as specified hereinset forth in this Agreement, and (vvi) makes the consents and waivers contained in this Agreement. The Transfer transfer of any Units and the admission of any new Member Partner shall not constitute an amendment to this Agreement. (ed) Nothing contained in Subject to (i) the foregoing provisions of this Agreement shall preclude electronic book-entry only Transfer Section 5.05, (ii) Section 5.03, (iii) with respect to any series of Units or Units, the settlement provisions of any transactions involving statement of designations establishing such series, (iv) any contractual provision binding on any Partner and (v) provisions of applicable law including the Securities Act, Units entered into through the facilities of the Depository or shall be freely transferable to any National Securities Exchange on which such Units are listed for tradingPerson.

Transfer of Units. (a) Any Transfer of any Units shall only be completed subject to the compliance by the Member and the proposed transferee with this Agreement Agreement, including, without limitation, and all applicable laws. (b) The Company shall keep or cause to be kept on behalf of the Company a register (which may be in electronic form) that will provide for the registration and Transfer of Units. The Manager may appoint a Transfer Agent to act as registrar and transfer agent for the purpose of registering any Units and Transfers of such Units as herein provided. For Units represented by Certificates, upon surrender of a Certificate for registration of Transfer of any Units evidenced by a Certificate, the appropriate Officers of the Company shall execute and deliver, and in the case of Units for which a Transfer Agent has been appointed, the Transfer Agent shall countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the Record Holder’s instructions, one or more new Certificates evidencing the same aggregate number and type of Units as were evidenced by the Certificate so surrendered, provided that a transferor shall provide the address and facsimile number for each such transferee as set forth on Exhibit A at any time. (c) The Company shall not recognize any Transfer of Units evidenced by Certificates until the Certificates evidencing such Units are surrendered for registration of Transfer. No charge shall be imposed by the Company for such Transfer; provided, that as a condition to the issuance of Units, whether or not such Units are evidenced by Certificates, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed with respect thereto. (d) By acceptance of the Transfer of any Unit, each transferee of a Unit (including any nominee holder or an agent or representative acquiring such Units for the account of another Person) (i) shall be admitted to the Company as a Substitute Member with respect to the Units so Transferred to such transferee when any such Transfer or admission is reflected in the books and records of the Company or the Transfer Agent, as applicable, (ii) shall be deemed to agree to be bound by the terms of this Agreement, (iii) shall become the Record Holder of the Units so transferred, (iv) grants powers of attorney to the Officers of the Company and any Liquidating Trustee, as specified herein, and (v) makes the consents and waivers contained in this Agreement. The Transfer of any Units and the admission of any new Member shall not constitute an amendment to this Agreement. (e) Nothing contained in this Agreement shall preclude electronic book-entry only Transfer of Units or the settlement of any transactions involving Units entered into through the facilities of the Depository or any National Securities Exchange on which such Units are listed for trading.

Transfer of Units. 21 .1 Every Unitholder shall be entitled to transfer all or any of the Units held by him upon the execution and the submission to the Fund Manager for onward delivery to the Registrar of such transfer instrument (asigned by both transferor and transferee) Any Transfer as may be prescribed by the Registrar and approved by the Fund Manager, from time to time. The instrument of transfer need not be a deed. 21 .2 The Unitholder shall be deemed to remain the holder of the Units transferred until the name of the transferee is en tered in the Register in respect thereof. 21 .3 Every instrument of transfer must be duly stamped and lodged with the Fund Manager for transmission to the Registrar accompanied by any necessary declarations or other documents that may be required in consequence of any Units shall only be completed subject regulation or legislation for the t ime being in force, and by the Statement or Statements relating to the compliance by Units to be transferred and or such other evidence as the Member Registrar may require to prove the title of the transferor or his right to transfer the Units and thereupon the proposed Registrar shall register the transferee with this Agreement as holder of the Units referred to in such instrumen t of transfer and all applicable lawsshall issue to such transferee a new statement representin g the Units so transferred. All instruments of transfer that shall be registered shall be retained b y the Registrar. 21 .4 The Registrar shall within three (b3 ) The Company shall keep or cause to be kept on behalf of the Company Business Days issue a register (which may be in electronic form) that will provide for the registration and Transfer of Units. The Manager may appoint a Transfer Agent to act as registrar and transfer agent for the purpose of registering any Units and Transfers of such Units as herein provided. For Units represented by Certificates, upon surrender of a Certificate for registration of Transfer of any Units evidenced by a Certificate, the appropriate Officers of the Company shall execute and deliver, and in the case of Units for which a Transfer Agent has been appointed, the Transfer Agent shall countersign and deliver, new statement in the name of the holder or transferee and a balance statement (where necessary) in the designated transferee or transferees, as required pursuant to name of the Record Holder’s instructions, one or more new Certificates evidencing the same aggregate number and type of Units as were evidenced transferor. 21 .5 A receipt signed by the Certificate so surrendered, provided that a transferor shall provide the address and facsimile number for each such transferee as set forth on Exhibit A at any time. (c) The Company shall not recognize any Transfer of Units evidenced by Certificates until the Certificates evidencing such Units are surrendered for registration of Transfer. No charge shall be imposed by the Company for such Transfer; provided, that as a condition to the issuance of Units, whether or not such Units are evidenced by Certificates, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed with Unitholder in respect thereto. (d) By acceptance of the Transfer of any Unit, each transferee of a Unit (including any nominee holder or an agent or representative acquiring such Units for the account of another Person) (i) shall be admitted to the Company as a Substitute Member with monies payable in respect to the Units so Transferred to such transferee when any such Transfer or admission is reflected in the books and records of the Company or the Transfer Agent, as applicable, (ii) shall be deemed to agree to be bound by the terms of this Agreement, (iii) shall become the Record Holder of the Units so transferred, (iv) grants powers of attorney represented by any Statement shall be a good discharge to the Officers Trustee and the Fund Manager, and if several persons are register ed as joint Unitholders or in consequence of the Company and death of a Unitholder, are entitled so to be registered, any Liquidating Trustee, as specified herein, and (v) makes the consents and waivers contained in this Agreement. The Transfer one of them may give an effectual receipt for any Units and the admission of any new Member shall not constitute an amendment to this Agreementsuch monies. (e) Nothing contained in this Agreement shall preclude electronic book-entry only Transfer of Units or the settlement of any transactions involving Units entered into through the facilities of the Depository or any National Securities Exchange on which such Units are listed for trading.

Transfer of Units. (a) Any Transfer of any Units shall only be completed subject to the compliance by the Member and the proposed transferee with this Agreement and all applicable laws. (b) The Company Partnership shall keep or cause to be kept on behalf of the Company Partnership a register (which that, subject to such reasonable regulations as it may be in electronic form) that prescribe and subject to the provisions of Section 5.05(b), will provide for the registration and Transfer transfer of Units. The Manager may Partnership is authorized to appoint a Transfer Agent to act as registrar and transfer agent for the purpose of registering any Units certificated Common Units, if any, and Transfers transfers of such certificated Common Units as herein provided. For The Partnership shall not recognize transfers of Certificates evidencing Units represented by Certificates, upon unless such transfers are effected in the manner described in this Section 5.05. Upon surrender of a Certificate for registration of Transfer transfer of any Units Interests evidenced by a Certificate, and subject to the provisions of Section 5.05(b), the appropriate Officers of the Company Partnership shall execute and deliver, and in the case of Units for which a Transfer Agent has been appointedcertificated Common Units, the Transfer Agent shall countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the Record Holder’s instructions, one or more new Certificates Certificates, or shall deliver other evidence of the issuance of uncertificated Partnership Securities, evidencing the same aggregate number and type of Units as were evidenced by the Certificate so surrendered, provided that a transferor shall provide the address and facsimile number for each such transferee as set forth on Exhibit A at any time. (cb) The Company Partnership shall not recognize any Transfer transfer of Units evidenced by Certificates until the Certificates Certificates, if any, evidencing such Units are surrendered for registration of Transfertransfer or such other documentation as may be required to transfer uncertificated Units is delivered. No charge shall be imposed by the Company Partnership for such Transfertransfer; provided, however, that as a condition to the issuance of Unitsany new Certificate, whether or not such Units are evidenced by Certificatesother evidence of the issuance of uncertificated Interests, under this Section 5.05(b), the Company Partnership may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed with respect thereto. (dc) By acceptance of the Transfer transfer of any UnitUnits in accordance with this Section 5.05, each transferee of a Unit any Units (including any nominee holder or an agent or representative acquiring such Units for the account of another Person) (“Transferee”) (i) shall be admitted to the Company Partnership as a Substitute Member Limited Partner with respect to the Units so Transferred transferred to such transferee Person when any such Transfer transfer or admission is reflected in the books and records of the Company Partnership, with or the Transfer Agent, as applicablewithout execution of this Agreement, (ii) shall be deemed to agree to be bound by the terms of of, and shall be deemed to have executed and delivered, this Agreement, (iii) shall become the Record Holder of the Units so transferred, (iv) represents that the Transferee has the capacity, power, and authority to enter into this Agreement, (v) grants powers of attorney to the Officers of the Company Partnership and any Liquidating Trustee, Liquidator of the Partnership as specified hereinset forth in this Agreement, and (vvi) makes the consents and waivers contained in this Agreement. The Transfer transfer of any Units and the admission of any new Member Partner shall not constitute an amendment to this Agreement. (ed) Nothing contained in Subject to (i) the foregoing provisions of this Agreement shall preclude electronic book-entry only Transfer Section 5.05, (ii) Section 5.03, (iii) with respect to any series of Units or Units, the settlement provisions of any transactions involving statement of designations establishing such series, (iv) any contractual provision binding on any Partner and (v) provisions of applicable law including the Securities Act, Units entered into through the facilities of the Depository or shall be freely transferable to any National Securities Exchange on which such Units are listed for tradingPerson.

Transfer of Units. 3.6.1 Every Holder shall be entitled to transfer the Units or any of the Units held by him by a transfer of Units which shall be effected by an instrument of transfer in writing in common form (or in such other form as the Manager and the Trustee may from time to time approve) PROVIDED THAT: (a) Any Transfer every instrument of any transfer relating to Units shall only must be completed subject to the compliance signed by the Member transferor and the proposed transferee with this Agreement and all applicable laws.the transferor shall be deemed to remain the Holder of the Units transferred until the name of the transferee is entered in the Register in respect thereof. The instrument of transfer need not be a deed; (b) The Company all charges in relation to such transfer as may be imposed by the Registrar shall keep be borne by the person who lodges the instrument of transfer with the Registrar for registration; and (c) the minimum number of Units that may be transferred by a transferor to a transferee is one Unit, provided further that no transfer shall be registered if such registration would violate applicable laws or cause regulations specified in this Deed or in the relevant Offering Circular or, in the opinion of the Trustee or the Manager, either jeopardise the regulatory status of the Trust, the Trustee or the Manager or be contrary to the best interests of the Trust. 3.6.2 Every instrument of transfer must be duly stamped (if required by law) and left with the Registrar (or the Trustee, if there is no Registrar) for registration accompanied by: (i) any necessary declarations or other documents that may be required in consequence of any legislation for the time being in force; (ii) the Certificate or Certificate(s) relating to the Units to be kept transferred; and (iii) such other evidence as the Registrar (or the Trustee, if there is no Registrar) may require to prove the title of the transferor or his right to transfer the Units. The Registrar (or the Trustee, if there is no Registrar) may dispense with the production of any Certificate which shall have become lost, stolen or destroyed upon the transferor’s compliance with the like requirements to those arising in the case of an application by him for the replacement thereof. In case some (but not all) of the Units represented by any Certificate are transferred, the transferor shall be entitled to a new Certificate in respect of the balance of the Units which are not transferred upon the payment of such fee as the Manager, the Trustee or the Registrar may from time to time determine. 3.6.3 All instruments of transfer which shall be registered in respect of Units shall, subject to Clause 17.9, be retained by the Trustee or the Registrar on behalf of the Company Trustee. 3.6.4 No transfer or purported transfer of a register Unit other than a transfer made in accordance with this Clause 3 shall entitle the transferee to be registered in respect thereof; neither shall any notice of such transfer or purported transfer (which may other than as aforesaid) be entered upon the Register. 3.6.5 If and to the extent any Units are deposited, cleared and settled in electronic form) that will provide for CCASS, HKSCC Nominees Limited shall be the registration and Transfer sole Holder of such Units, holding such Units in accordance with the general rules of CCASS. The Trustee and the Manager may appoint a Transfer Agent to act as registrar and transfer agent for the purpose of registering any Units and Transfers of such Units as herein provided. For Units represented by Certificateseach Holder acknowledge that, upon surrender of a Certificate for registration of Transfer of any Units evidenced by a Certificate, the appropriate Officers of the Company shall execute and deliver, and in the case of Units for which a Transfer Agent has been appointed, the Transfer Agent shall countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the Record Holder’s instructionsgeneral rules of CCASS, one or more new Certificates evidencing the same aggregate number and type of Units as were evidenced by the Certificate so surrendered, provided that a transferor shall provide the address and facsimile number for each such transferee as set forth on Exhibit A at neither HKSCC Nominees Limited nor Hong Kong Securities Clearing Company Limited has any time. (c) The Company shall not recognize any Transfer of Units evidenced by Certificates until the Certificates evidencing such Units are surrendered for registration of Transfer. No charge shall be imposed by the Company for such Transfer; provided, that as a condition to the issuance of Units, whether or not such Units are evidenced by Certificates, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed with respect thereto. (d) By acceptance of the Transfer of any Unit, each transferee of a Unit (including any nominee holder or an agent or representative acquiring such Units for the account of another Person) (i) shall be admitted to the Company as a Substitute Member with respect to proprietary interest in the Units so Transferred to such transferee when any such Transfer or admission is reflected deposited in the books and records of the Company or the Transfer Agent, as applicable, (ii) shall be deemed to agree to be bound by the terms of this Agreement, (iii) shall become the Record Holder of the Units so transferred, (iv) grants powers of attorney to the Officers of the Company and any Liquidating Trustee, as specified herein, and (v) makes the consents and waivers contained in this Agreement. The Transfer of any Units and the admission of any new Member shall not constitute an amendment to this AgreementCCASS. (e) Nothing contained in this Agreement shall preclude electronic book-entry only Transfer of Units or the settlement of any transactions involving Units entered into through the facilities of the Depository or any National Securities Exchange on which such Units are listed for trading.

Transfer of Units. (a) Any Transfer Subject to the provisions of any this Article 3 and Article 4, Units shall only be completed subject to for all purposes of the compliance by the Member Partnership and this Agreement, personal and moveable property, and the proposed transferee with this Agreement and all applicable lawsUnits shall be fully transferable without charge as between persons. (b) The Company shall keep or cause to be kept on behalf of the Company a register (which No Unit may be transferred except in electronic formconformity with the following provisions and the provisions of Article 4: (i) that will provide for the registration and Transfer of Units. The Manager may appoint a Transfer Agent to act as registrar and no transfer agent for the purpose of registering any Units and Transfers of such Units as herein provided. For Units represented by Certificates, upon surrender of a Certificate for registration Unit shall be recognized unless such transfer is of Transfer a whole Unit; (ii) Subject to Section 3.14, Units shall be transferable on the Register only by the holders of any Units evidenced record thereof or their executors, administrators or other legal representatives or by a Certificate, the appropriate Officers of the Company shall execute and delivertheir agents or attorneys duly authorized in writing, and in only upon delivery to the case of Units for which a Transfer Agent has been appointed, Partnership GP or to the Transfer Agent shall countersign and deliver, in the name of the holder certificate Certificate therefor, properly endorsed or accompanied by a duly executed instrument (or electronic customer confirmation, as applicable) of transfer or power of attorney and accompanied by all necessary transfer or other taxes imposed by law, together with such evidence of the genuineness of such endorsement, execution and authorization and other matters that may reasonably be required by the Partnership GP or the designated transferee Transfer Agent. Upon such delivery the transfer shall be recorded on the Register or transfereesbranch transfer registers and a new Certificate (or electronic customer confirmation, as required pursuant applicable) for the Units may be issued to the Record Holder’s instructionstransferee and a new Certificate (or electronic customer confirmation, one or more new Certificates evidencing as applicable) for the same aggregate number and type balance of Units as were evidenced by not transferred may be issued to the Certificate so surrendered, provided transferor; (iii) the transfer shall be effective and the transferee shall become a Limited Partner on the day that a transferor shall provide the address and facsimile number for each such Record is updated to show the transferee as set forth on Exhibit A at a Limited Partner; and (iv) the Partnership GP may deny any timetransfer of Units if the Partnership GP has reason to believe that the transfer is not being made in compliance with Applicable Securities Laws. (c) The Company shall not recognize any Transfer A transferee of Units evidenced by Certificates until will automatically become bound and subject to this Agreement without execution of any further instruments from and after the Certificates evidencing such Units are surrendered for registration of Transfer. No charge shall be imposed by time set forth in Section 3.13(b) above, and, without limiting the Company for such Transfer; provided, that as a condition to the issuance of Units, whether or not such Units are evidenced by Certificates, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed with respect thereto. (d) By acceptance generality of the Transfer of any Unitforegoing, each transferee of a Unit (including any nominee holder or an agent or representative acquiring such Units for the account of another Person) (i) shall be admitted to the Company as a Substitute Member with respect to the Units so Transferred to such transferee when any such Transfer or admission is reflected in the books and records of the Company or the Transfer Agent, as applicable, (ii) shall be deemed to agree to be bound by the terms of this Agreement, (iii) shall become the Record Holder make all of the Units so transferredrepresentations and warranties, (iv) grants powers covenants and acknowledgements of a Limited Partner pursuant to this Agreement and to grant the power of attorney to the Officers of the Company and any Liquidating Trustee, as specified herein, and (v) makes the consents and waivers contained provided for in this Agreement. The Transfer of any Units and the admission of any new Member shall not constitute an amendment to this AgreementSection 2.10 hereof. (e) Nothing contained in this Agreement shall preclude electronic book-entry only Transfer of Units or the settlement of any transactions involving Units entered into through the facilities of the Depository or any National Securities Exchange on which such Units are listed for trading.