Assignability of Interest. (a) Except as set forth in this Section 6.1, without the approval of the Management Board, none of the LLC Interests of AMG or its Affiliates may be Transferred; provided, however, (i) it is understood and agreed that, in connection with the operation of the businesses of AMG and the Manager Member (including, without limitation, the financing of its LLC Interests and direct or indirect interests in additional investment management companies), the LLC Interests of AMG and its Affiliates will be pledged and encumbered, and holders of liens on such LLC Interests shall have, and be able to exercise, the rights of secured creditors with respect to such LLC Interests, (ii) AMG and its Affiliates may sell some (but not a majority) of their LLC Interests to a Person who is not a Member but who is an Officer or employee of the LLC or who becomes an Officer or employee of the LLC in connection with such issuance, or a Person wholly owned by any such Person, (iii) AMG and its Affiliates may sell some (but not a majority) of their LLC Interests to existing Non-Manager Members, and (iv) AMG and its Affiliates may sell all or any portion of their LLC Interests to AMG or any Controlled Affiliate of AMG, which shall thereafter be subject to the provisions contained herein with respect to the Manager Member or AMG; provided, however, that without the approval of the Management Board there shall be only one Manager Member. Notwithstanding anything else set forth herein, the Manager Member may, with the approval of the Management Board, sell all its LLC Interests in a single transaction or a series of related transactions, and, in any such case, each of the Non-Manager Members shall be required to sell, in the same transaction or transactions, all their LLC Interests; provided, that the price to be received by all the Members shall be allocated among the Members as follows: (a) an amount equal to the sum of the positive balances, if any, of the Capital Accounts shall be allocated among the Members having such Capital Accounts in proportion to such positive balances, and (b) the excess, if any, shall be allocated among all Members in accordance with their respective number of LLC Points at the time of such sale. Upon any of the foregoing transactions, the Manager Member shall make the appropriate revisions to Schedule A hereto. Solely for purposes of the foregoing sentence, Clarx xxxll, for as long as he is a Member, be deemed to have a Capital Account equal to the sum of th...
Assignability of Interest. Without the written consent of the General Partner, which may be given or withheld in its sole discretion, a Limited Partner may not make a Transfer, in whole or in part, to any Person except by operation of law. With the consent of the General Partner, which may be given or withheld in its sole discretion, a Limited Partner may make a Transfer (i) in circumstances in which the tax basis of the Interest in the hands of the Transferee is determined, in whole or in part, by reference to its tax basis in the hands of the Transferor, (ii) to members of such Partner's immediate family (brothers, sisters, spouse, parents and children), or (iii) as a distribution from a qualified retirement plan or an individual retirement account. The General Partner may permit other Transfers under such other circumstances and conditions as it, in its sole discretion, deems appropriate; provided, however, that prior to any such other Transfer, the General Partner shall consult with counsel to the Partnership to ensure that such Transfer will not cause the Partnership to be treated as a "publicly traded partnership" taxable as a corporation for U.S. federal tax purposes. Any attempted Transfer not made in accordance with this Section 7.01, to the fullest extent permitted by applicable law, shall be null and void ab initio.
Assignability of Interest. A Partner may not pledge, transfer or assign its interest in the Partnership other than by operation of law pursuant to the death, bankruptcy or dissolution of such Partner, or with the consent of the Managing General Partner, which may be withheld in its sole discretion. In no event, however, will any transferee or assignee be admitted as a Partner without the consent of the Managing General Partner, which may be withheld in its sole discretion. Any attempted pledge, transfer or assignment not made in accordance with this Section 1.06 shall be void.
Assignability of Interest. Without the prior written consent of the General Partner, which consent may be granted or withheld in its discretion, a Limited Partner may not make a Transfer. Notwithstanding the foregoing, a Limited Partner may Transfer all or any portion of its Interests to an Affiliate without the consent of the General Partner; provided that (a) such transferee agrees to be bound by the terms and conditions of this Agreement; and (b) the General Partner determines that the Partnership shall not have, as a result of such Transfer, more than one hundred Partners at any time during the taxable year of the Partnership pursuant to Treasury Regulation Section 1.7704-1(h)(1)(ii). The General Partner may also permit other Transfers under such other terms and conditions as it, in its discretion, deems appropriate; provided, however, that prior to any such other Transfer, the General Partner shall consult with counsel to the Partnership to ensure that such Transfer, alone or taken together with other Transfers and withdrawals, shall not cause the Partnership to be treated as a “publicly traded partnership” taxable as a corporation within the meaning of Section 7704 of the Code. Any attempted Transfer not made in accordance with this Section 7.4, to the fullest extent permitted by Law, shall be void and of no force and effect.
Assignability of Interest. The Grantor may not assign, sell, transfer, pledge, hypothecate or otherwise dispose of any of the Trust Interests in whole or in part to any Person except that the Grantor may assign its right to receive any distributions made pursuant to Section 3.02 or 5.02 to any Person.
Assignability of Interest. (a) Without the prior written consent of the General Partner, which consent may be given or withheld in its sole discretion, a Partner may not make a Transfer; provided, however, the General Partner may permit Transfers under terms and conditions as it, in its sole discretion, deems appropriate; provided, further, that prior to any such Transfer, the General Partner shall consult with counsel to the Partnership to ensure that such Transfer, alone or taken together with other Transfers and withdrawals, will not create a material risk that the Partnership would be treated as a “publicly traded partnership” taxable as a corporation within the meaning of Section 7704 of the Internal Revenue Code. Any attempted Transfer not made in accordance with this 7.1, to the fullest extent permitted by law, shall be void and of no force and effect.
Assignability of Interest. Without a Majority Vote, neither the General Partner's interest in the Partnership nor the stock of the General Partner may be sold or transferred; provided, however, (i) it is understood and agreed that, in connection with the operation of the business of AMG (including, without limitation, the financing of direct or indirect investments in additional investment management companies), the General Partner's interest in the Partnership and the stock of the General Partner may be pledged or encumbered pursuant to a bona fide pledge or encumbrance and under such circumstances, lien holders shall have and be able to exercise the rights of secured creditors with respect to such interest, (ii) the General Partner may sell some (but not all or substantially all) of its Partnership Interests to a person or entity who is not a Partner but who is an Officer of the Partnership or who becomes an Officer in connection with such issuance, or an entity wholly owned by any such person, and (iii) the General Partner may sell some (but not all or substantially all) of its
Assignability of Interest. Except as provided in Section ------------------------- 1.09 below or with the consent of the General Partner which consent may be withheld by the General Partner in its sole discretion, a Partner may not assign his interest in the Partnership or pledge, mortgage or hypothecate his interest in the Partnership, in whole or in part, to any person, firm, corporation or other entity except by last will and testament or, if required, by operation of law, and any such attempted assignment shall be void. Any such permitted assignee shall not become a substituted partner unless the General Partner so consents thereto and the assignee executes all documents required by the General Partner in connection therewith.
Assignability of Interest. Without the prior written consent of the General Partner which consent can be withheld in the General Partner's discretion, a Limited Partner may not (i) pledge or assign its interest in the Partnership in whole or in part to any person except by operation of law, or (ii) substitute for itself as a Partner any other person. Notwithstanding the foregoing, in no event shall the General Partner have the authority to consent to the subdivision for resale of an interest in the Partnership into an interest smaller than an interest the initial offering price of which would have been at least $5,000,000. Any attempted pledge, assignment or substitution not made in accordance with this Sec. 1.05 shall be void.
Assignability of Interest. (a) Without a Majority Vote, the General Partner's interest in the Partnership may not be Transferred; provided, however, that subject to the provision of Section 7.1(b), (i) the General Partner's interest in the Partnership may be pledged or encumbered in connection with the operation of the business of AMG (including, without limitation, the financing of the 35 39 acquisition of additional investment management companies) and that under such circumstances, lien holders shall have the rights of secured creditors with respect to such interest; (ii) the General Partner may Transfer a portion of its Partnership Interest to a person or entity which is not a Partner but which is either an officer or employee of the Partnership or which becomes an officer or employee in connection with such issuance, or an entity wholly owned by any such person; (iii) the General Partner may Transfer a portion of its Partnership Interest to existing Limited Partners; and (iv) the General Partner may Transfer all but not less than all of its Partnership Interest in a single transaction or series of related transactions to a Person or Persons that are Affiliates of the General Partner, provided that such Person or Persons shall have net worth that is sufficient to enable it to satisfy the obligations of the General Partner hereunder.
