Additional Limitations on Transfer Sample Clauses
The "Additional Limitations on Transfer" clause sets further restrictions on a party’s ability to transfer their rights or obligations under an agreement. Typically, this clause may require prior written consent from the other party before any transfer can occur, or it may prohibit transfers to certain entities, such as competitors or affiliates. Its core practical function is to maintain control over who may assume contractual rights or duties, thereby protecting the interests of the original parties and preventing unwanted or risky assignments.
Additional Limitations on Transfer. Notwithstanding any other provision in this Agreement to the contrary: a Transfer shall not be valid or of any force or effect if it would, in the opinion of counsel for the Company, result in (i) a violation of any applicable United States federal or state securities laws or (ii) the Company being treated for income tax purposes as an association taxable as a corporation. As a condition to the Company recognizing the effectiveness of any Transfer, the Members may require the transferor or transferee, as the case may be, to execute, acknowledge and deliver to the Company such instruments of transfer, assignment and assumption and such other certificates, representations and documents, and to perform all such other acts, which the Members may deem necessary or desirable to: (i) verify the Transfer, (ii) confirm that the proposed transferee has accepted, assumed and agreed to be subject and bound by all of the terms, obligations and conditions of this Agreement, (iii) maintain the status of the Company as an association taxable as a partnership for federal tax purposes, and (iv) assure compliance with any applicable state and federal laws, including securities laws and regulations.
Additional Limitations on Transfer. Notwithstanding any other term of this Agreement, no Transfer of any Membership Interest in the Company or Ownership Interest in any Member may be effectuated, unless in the opinion of the Company's counsel the Transfer (a) would not result in a breach of, or acceleration of obligations under, any provision of any instrument governing any Recourse Document or under any provision of the Project Loan Documents or other major contract to which the Company is a party; (b) would comply with the Securities Act of 1933 and applicable securities laws of any other jurisdiction; and (c) would not violate any other applicable laws, provided that the provisions of this Section 8.8 may be waived by the consent of the Representatives of the Executive Committee of the Member that is not causing the Transfer of a Membership Interest or Ownership Interest in a Member. The Member who desires to Transfer a Membership Interest in the Company (or in which an Ownership Interest is desired to be transferred) shall be responsible for all legal fees incurred in connection with said opinion.
Additional Limitations on Transfer. Any other provision contained elsewhere in this Agreement or any Securityholders Agreement to the contrary notwithstanding, a Transfer of Units shall not be valid or of any force or effect:
(i) if it would, or, in the judgment of the Managing General Partner, based upon the advice of counsel, may, result in a violation of any applicable federal or state securities laws or in the treatment of the Partnership as an association taxable as a corporation for income tax purposes, or
(ii) without the consent of the Managing General Partner, if a termination of the Partnership would result pursuant to section 708(b)(l)(B) of the Code;
Additional Limitations on Transfer. (a) The Purchaser agrees not to dispose of the Shares in (i) short sales or, (ii) without the Company's prior written consent, which consent shall not be unreasonably withheld, in trades to a single party exceeding 250,000 Shares. The Company and the Purchaser agree that the intent of Section 8.4(a)(ii) is to require the Purchaser to obtain the Company's consent before selling a significant number of Shares to a strategic investor.
(b) Except as otherwise provided in the Registration Rights Agreement, the Purchaser, if requested by the Company and the managing underwriter of a public offering by the Company, shall not sell or otherwise transfer or dispose of any Shares or other securities of the Company (excluding securities acquired in such offering or in the public market after such offering) held by the Purchaser for a period of 30 days following the effective date of the registration statement for such offering; provided, that all officers and directors of the Company enter into similar agreements.
(c) The Purchaser agrees not to directly or indirectly, sell, transfer or otherwise dispose of the Shares at any other time when it is in possession of material non-public information about the Company.
Additional Limitations on Transfer. No Transfer of any interest in the Company may be effectuated unless in the opinion of the Company’s counsel the Transfer (a) would not result in a breach or, or acceleration of obligations under, any provision of any document evidencing or securing any obligation of the Company and/or with respect to the Property or any other major contract to which the Company is a party; (b) would comply with the Securities Act of 1933 and applicable securities laws of any other jurisdiction; and (c) would not violate any other applicable laws, provided that the provisions of this Section 8.7 may be waived by the Members. The Member who desires to Transfer an interest in the Company shall be responsible for all legal fees incurred in connection with said opinion.
Additional Limitations on Transfer