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. 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. 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. Notwithstanding anything in this Article VI to the contrary, the following additional restrictions apply to the Interests:
(a) Unless the other Members consent, 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. In addition to the general restrictions on Transfer in Section 4.01 and subject to Section 4.06, no Investor Stockholder shall Transfer any of its Company Securities, except in a Transfer to a Permitted Transferee permitted by Section 4.03 or as follows:
(i) at any time (A) in a Transfer in compliance with Section 5.01 or Section 5.03 (if prior to the Qualified Public Offering), or (B) in a Public Offering pursuant to the exercise by such Stockholder of its rights under any applicable registration rights agreement, provided that in the case of clause (A), such transferee shall have agreed in writing to be bound by the terms of this Agreement by executing a joinder agreement in the form of Exhibit A;
(ii) at any time following a Qualified Public Offering.
Additional Restrictions on Transfers. (i). No sale, transfer or exchange of a Membership Interest or any portion thereof may be made if such transaction would, in the opinion of counsel for the Company, result in the termination of the Company for federal income tax purposes pursuant to Code Section 708 and the Regulations promulgated thereunder; provided, however, that such sale or exchange may be made if, prior to the date thereof, a favorable private letter ruling addressed to the Company has been received upon the application and at the expense of the Member desiring to sell or exchange his Membership Interest in the Company to the effect that the proposed sale or exchange will not so terminate the Company.
(ii). No Membership Interest or any portion thereof may be sold, transferred, exchanged or otherwise disposed of in the absence of either an effective registration statement covering such Membership Interest under the Securities Act of 1933, as amended, or an opinion of counsel satisfactory to the Members that registration is not required under the Securities Act of 1933, or under the laws of any State and, if requested by the Members, a letter in form and content satisfactory to the Members’ of the investment intent with which such Membership Interest was acquired by the transferee thereof.
Additional Restrictions on Transfers. Notwithstanding anything to the contrary in this Article VI, no Class F Voting Common Member shall Transfer all or any portion of its Class F Voting Common Units, subject the following exceptions: (i) a Class F Voting Common Member may Transfer all or any portion of its Class F Voting Common Units in a Permitted Transfer; and
