Additional Restrictions on Transfers Sample Clauses
Additional Restrictions on Transfers. The LLC Interests described in this Agreement have not been registered under the Securities Act of 1933, as amended (the “1933 Act”) or under the securities laws of the State of Delaware or any other jurisdiction (the “State Acts”). Consequently, in addition to any and all other restrictions on transferability set forth herein, the LLC Interests may not be sold, assigned, pledged, hypothecated or otherwise disposed of or Transferred, except in accordance with the provisions of the 1933 Act and the State Acts.
Additional Restrictions on Transfers. A. The Units described in this Agreement have not been registered under the Securities Act of 1933, as amended (the "1933 Act") or under the securities laws of the State of Delaware or any other jurisdiction (the "State Acts"). Consequently, in addition to any and all other restrictions on transferability set forth herein, the Units may not be sold, assigned, pledged, hypothecated or otherwise disposed of or Transferred, except in accordance with the provisions of the 1933 Act and the State Acts.
B. In addition to any and all other restrictions on Transfers set forth herein, no Units may be sold, assigned, pledged, hypothecated or otherwise disposed of if such Transfer would cause or result in a default under the Indenture.
Additional Restrictions on Transfers. (a) In no event shall a Transfer of a direct or indirect interest in the Company be permitted under Sections 6.01(b)(ii) – (iv) if: (i) such Transfer would violate the Securities Act or any state securities or “Blue Sky” laws applicable to the Company or the Units to be Transferred, (ii) such Transfer would cause the Company to become subject to the registration requirements of the Investment Company Act, (iii) such Transfer would constitute a “prohibited transaction” under Section 406 of ERISA or Section 4975 of the Code or cause all or any portion of the assets of the Company to constitute “plan assets” under ERISA or Section 4975 of the Code, (iv) such Transfer could reasonably be expected to cause the Company to be treated as a “publicly traded partnership” within the meaning of Sections 7704 and/or 469 of the Code, (v) such Transfer would violate any other applicable law, or (vi) such Transfer would adversely affect the REIT status of any Qualifying Entity, including by causing the EIK to fail to qualify as an “eligible independent contractor” under Code Section 856(d)(9).
(b) Any Person that acquires all or any Units in a Transfer permitted under this Article Six shall be obligated to assume any obligations of such Member under this Agreement. Each Member agrees that, notwithstanding the Transfer of all or any of its Units, as between such Member and the Company, such Member shall remain liable for all Capital Contributions required to be made by such Member (without taking into account the Transfer of all or any of such Units) prior to the time, if any, when the purchaser, assignee or transferee of such Units is admitted as a substituted Member.
Additional Restrictions on Transfers. No transfer or assignment of Units shall be made if such disposition would (i) cause the Company to be treated as an association taxable as a corporation (rather than a partnership) for federal income tax purposes; (ii) violate the provisions of any federal or state securities laws; or (iii) violate the terms of (or result in a default or acceleration under) any law, rule, regulation, agreement or commitment binding on the Company or any entity in which the Company owns an interest.
Additional Restrictions on Transfers. Notwithstanding anything in this Article VI to the contrary, the following additional restrictions apply to the Interests:
(a) Unless the other Member consents, no Member shall make any assignment or transfer of any Interest if the transfer would, when considered with all other assignments and transfers during the same applicable twelve-month period, cause a termination of the Company for federal income tax purposes.
(b) No Member shall make an assignment or transfer to a tax-exempt Entity under Section 168(h) of the Code.
(c) No Member shall make any assignment or transfer of any Interest unless such Member gives a copy of this Agreement to the assignee or transferee before such assignment or transfer is effected.
Additional Restrictions on Transfers. The Investors represent and warrant that (i) each Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended; and (ii) each Investor is acquiring the LLC Interests as principal for its own account without a view toward transferring the LLC Interests. The LLC Interests described in this Agreement have not been registered under the Securities Act of 1933, as amended (the “1933 Act”) or under the securities laws of the State of Delaware or any other jurisdiction (the “State Acts”). Consequently, in addition to any and all other restrictions on transferability set forth herein, the LLC Interests may not be sold, assigned, pledged, hypothecated or otherwise disposed of or Transferred, except in accordance with the provisions of the 1933 Act and the State Acts.
Additional Restrictions on Transfers. A Partner shall not Transfer any of its Units, and the General Partners shall not effect an Exchange Transfer or Redemption Transfer, if such Transfer would (i) violate then applicable federal and state securities laws or rules and regulations of the Commission, any state securities commission or any other governmental authorities with jurisdiction over such Transfer, (ii) result in an Adverse Partnership Event or an Assignment Event, or (iii) affect the Partnership's existence or qualification as a limited partnership under the Delaware Act.
Additional Restrictions on Transfers. No Transfer of a Membership Interest by a Member (or by any Person owning any interest, directly or indirectly, in a Member) shall be made if such disposition would (i) cause the Company to be treated as an association taxable as a corporation (rather than a partnership) for federal income tax purposes; (ii) violate the provisions of any federal or state securities laws; (iii) violate the terms of any law, rule or regulation binding on the Company; (iv) causes a dissolution of the Company for federal tax purposes; or (v) contravene any provision of, or trigger consent rights under, any other agreement of the Company (including without limitation any loan document, lease or management agreement), unless consent is actually obtained, at the sole cost of the Member or Person seeking to Transfer, and such Transfer does not cause the Company to incur any costs or be in breach of any agreement, and does not render any agreement to which the Company is a party to be rendered terminable or be otherwise negatively affected.
Additional Restrictions on Transfers. (a) In no event shall a Transfer of a direct or indirect interest in the Company be permitted under Sections 6.01(b)(ii) – (iv) if: (i) such Transfer would violate the Securities Act or any state securities or “Blue Sky” laws applicable to the Company or the Units to be Transferred,
Additional Restrictions on Transfers. (a) The General Partner may require as a condition of any Transfer that the Transferor furnish to the Partnership representations and warranties, as well as an opinion of counsel satisfactory (both as to such opinion and as to such counsel) to counsel to the Partnership, to the effect that such Transfer complies with applicable federal and state securities laws.
(b) Any Transfer in contravention of any of the provisions of this Article 5 shall be void and ineffectual and shall not bind or be recognized by the Partnership.
(c) Notwithstanding any contrary provision in this Agreement, unless waived in writing by the General Partner in its sole and absolute discretion, any otherwise permitted Transfer shall be null and void if:
(i) such Transfer subjects the Partnership or the General Partner to regulation under the Investment Company Act, the Investment Advisers Act or ERISA;
(ii) such Transfer would cause a termination of the Partnership for federal or state income tax purposes;
(iii) such Transfer would, in the opinion of counsel to the Partnership, cause the Partnership to cease to be classified as a partnership for federal or state income tax purposes;
(iv) such Transfer requires the registration of such Transferred Units pursuant to any applicable federal or state securities laws;
(v) such Transfer would cause the Partnership to become a “publicly traded partnership,” as such term is defined in Sections 469(k)(2) or 7704(b) of the Code;
(vi) such Transfer would cause the Partnership to have more than 100 partners (for purposes of this Section 5.3(c)(vi), the term “partners” includes those Persons indirectly owning Units in the Partnership through a partnership, limited liability company, “S” corporation or grantor trust (each such entity, a “flow-through entity”), but only if substantially all of the value of such Person’s interest in the flow-through entity is attributable to the flow- through entity’s Units (direct or indirect) in the Partnership);
(vii) such Transfer involves Units being traded on an “established securities market” or a “secondary market or the substantial equivalent thereof” as those terms are defined in Treasury Regulation Section 1.7704-1 (in addition, such Transfers shall not be “recognized” (as that term is defined in Treasury Regulation Section 1.7704-1(d)(2)) by the Partnership);
(viii) such Transfer results in a violation of applicable laws;
(ix) such Transfer causes the revaluation or reassessment of the value of any Partner...