Assignability of Interests. Subject to the limitations set forth in this Section 7.1, except as specifically provided by this Agreement, the Equity Interest in the Partnership of a Limited Partner may not be directly or indirectly assigned without the written consent of the General Partner, which consent may be withheld in its sole and absolute discretion; provided that the consent of the General Partner shall not be required to effect any assignment to the successor trustee or successor investment manager of an ERISA Partner. No Limited Partner shall be entitled to assign its Equity Interest in the Partnership without providing to the General Partner such evidence as it may reasonably require, including an opinion of a nationally recognized counsel or in-house counsel regularly employed by a Limited Partner, such counsel having expertise in the subject matter of such opinion, if so required, that the assignment or transfer will not:
(a) violate the registration provisions of the Securities Act, or the securities laws of any applicable jurisdiction;
(b) cause the Partnership not to be entitled to any exemption from the definition of an “investment company” pursuant to Section 3 of the Investment Company Act, and the rules and regulations of the Securities and Exchange Commission thereunder;
(c) result in the termination of the Partnership under the Internal Revenue Code (unless such requirement is waived by the General Partner);
(d) cause the Partnership to fail to satisfy the requirements of any otherwise applicable safe harbor from treatment as a publicly traded partnership under Treasury Regulations Section 1.7704-1;
(e) result in the assets of the Partnership or the actions of the General Partner being subject to Part 4 of Subtitle B of Title I of ERISA;
(f) cause the Partnership or any Partner to be in violation of any law, contract or other obligation legally binding upon any of them or otherwise suffer any material adverse consequence; or
(g) cause the Company to receive or accrue any amounts described in Code Section 856(d)(2)(B) or otherwise jeopardize the Company’s status as a REIT. In addition, no assignment of a Partner’s Equity Interest, other than pursuant to Section 4.2, shall be permitted if at the time of such assignment, the assigning Limited Partner is in default in its obligations under this Agreement. No assignment of a Partner’s Equity Interest shall be binding upon the Partnership until the General Partner receives an executed copy of all documents effecting su...
Assignability of Interests. (a) Except as otherwise provided in this Article 7, no LLC Interest of a Member may be sold, assigned, transferred, pledged, hypothecated, gifted, exchanged, optioned, liened or encumbered (each, a "Transfer") and no Transfer in violation of this Agreement shall be binding upon the LLC.
(b) A Member may transfer all or any portion of its or his LLC Interest (i) to any one or more Permitted Transferees or Related Entities who agree to be bound by the terms and conditions of this Agreement, or (ii) upon obtaining the prior approval of the Board in accordance with Section 5.11 hereof, to any other Person who agrees to be bound by the terms and conditions of this Agreement; provided, however, that notwithstanding anything contained in this Agreement to the contrary, the transferring Member shall retain the right to vote with respect to LLC Interests Transferred unless (A) the transferee is WTI, WTC, Wilmington or an officer of the LLC, (B) the Transfer is pursuant to an Option Agreement, or (C) the transferee is approved by the Board as a Voting Member.
(c) In addition to Transfers permitted under Section 7.1(b), certain Members, including Permitted Transferees of Principals, may exercise Puts in accordance with Section 7.2 and certain Members are required to make sales in accordance with Section 7.3, in accordance with the terms of such Sections.
(d) Until December 31, 2003, Roxbury may grant options on LLC Interests it owns to employees of the LLC in Roxbury's sole and absolute discretion pursuant to a written Option Agreement if: (i) the aggregate exercise price to purchase the LLC Interests subject to the option is not less than the proportionate share of LLC Value represented by such LLC Interests determined on the date of the grant using a multiple of six in determining LLC Value; (ii) not more than one-third of the option shall vest before the end of the first year after grant, not more than two-thirds of the option shall vest before the end of the second year after grant, and not more than 100% of the option shall vest before the end of the third year after grant; (iii) the option does not become exercisable before the third anniversary of its date of grant (although an option may become exercisable prior to such third anniversary (A) in the event of death, Disability or Retirement of the option holder, (B) on termination of the employment of the option holder without Cause or (c) on resignation by the option holder for Good Reason); (iv) the option ho...
Assignability of Interests. Except as set forth in Sections ---------------------------- 13.5 and 13.6 hereof, and except in the case of an Assignment by operation of law, no Member or Assignee may Assign the whole or any part of his, her or its Units without having obtained the prior approval of the Members by Required Vote. If such approval is granted, the Assignee shall be entitled to receive his, her or its share of the distributions of the Company to which his, her or its predecessor in interest would have been entitled, but, to the fullest extent permitted by law, the Assignee shall not be entitled to exercise any rights of a Member, including, without limitation, the right to vote or consent with respect to any proposed action of the Company as to which such vote or consent is required, unless and until the Assignee is admitted to the Company as a Substitute Member by the consent of the Members by Required Vote. If such consent of the Members is obtained, or in the case of an Assignment by operation of law, the assignee of a Unit shall become a Substitute Member. Notwithstanding the foregoing provisions of this Section 13.1, no transferee of Units shall become a Substitute Member without (i) having executed an instrument reasonably satisfactory to the Manager accepting and agreeing to the terms and conditions of this Agreement, including a counterpart signature page to this Agreement, (ii) having paid to the Company a fee sufficient to cover all reasonable expenses of the Company in connection with such transferee's admission as a Substitute Member, and (iii) being named as a Member on Schedule A attached hereto. An Assignee of Units who does not become a Substitute Member as provided in this Section 13.1 and who desires to make a further Assignment of his, her or its Units, or part thereof, shall be subject to all the provisions of this Section 13.1 to the same extent as any Member desiring to make an Assignment.
Assignability of Interests. 6.01. Substitution and Assignment of a Limited Partner's Interests
(a) A Limited Partner may not sell, transfer, assign, pledge or otherwise dispose of (collectively, "transfer") all or any part of such Limited Partner's Interests (whether voluntarily, involuntarily or by operation of law), except in accordance with the following to the reasonable satisfaction of the General Partner:
(i) no such transfer shall be made unless, in the opinion of the legal advisors to the Partnership, (x) such transfer would not require registration under applicable securities laws, or otherwise result in the violation of any other applicable securities law, (y) such transfer would not require registration under the Investment Company Act, and (z) such transfer would not result in adverse tax consequences to the Partnership or the Partners thereof (including the Partnership being treated as an association taxable as a corporation);
(ii) the transferee shall have paid to the Partnership all costs and expenses incurred by the Partnership in connection with such transfer;
(iii) the Partnership shall not be required to recognize any such transfer until the instrument assigning such Interest has been delivered to the General Partner for recording on the books of the Partnership; and
(iv) unless a transferee becomes a substituted limited partner in accordance with the provisions set forth below, such transferee shall not be entitled to any of the rights granted to a Limited Partner hereunder, other than the right (unless prohibited by Section 6.01(a)(i) hereof) to receive all or part of the share of the net profits, net losses, distributions or returns of capital to which the transferor would otherwise be entitled.
(b) A transferee of the Interest of a Limited Partner, or any portion thereof, shall become a substituted limited partner having the rights and power of, and become subject to the restrictions and liabilities of, a Limited Partner, as the case may be, if, and only if:
(i) the transferor gives the transferee such right;
(ii) the transferee pays to the Partnership all costs and expenses incurred in connection with such substitution, including specifically, without limitation, costs incurred in filing details of the changes with the Registrar of Companies; and
(iii) the transferee executes and delivers such instruments, in form and substance reasonably satisfactory to the General Partner, as the General Partner may reasonably deem necessary or desirable to effect such subst...
Assignability of Interests. (a) Except as otherwise provided in this Article 14, no Member may assign the whole or any part of its Interest without the prior written consent of all other Members, which consent may be given or withheld in the sole and absolute discretion of such other Members. If the prior written consent of the other Members is obtained for any such assignment, such assignment shall, nevertheless, not entitle the assignee to become a Substitute Member or to be entitled to exercise or receive any of the rights, powers or benefits of a Member other than the right to receive distributions to which the assigning Member would be entitled, unless the assigning Member designates, in a written instrument delivered to the other Members, its assignee to become a Substitute Member and all of the other Members consent to the admission of such assignee as a Member; and provided further, that such assignee shall not become a Substitute Member without having first executed an instrument reasonably satisfactory to the other Members accepting and agreeing to the terms and conditions of this Agreement, including a counterpart of this Agreement, and without having paid to the Company a fee sufficient to cover all reasonable expenses of the Company in connection with such assignee's admission as a Substitute Member.
(b) Notwithstanding the foregoing, EAGLE (and any assignee or Substitute Member that is a "Permitted Assignee" as defined below, and which hereafter acquires its Interest from EAGLE or another Permitted Assignee) shall be permitted to assign, at any time and from time to time, all or any part of its Interest to a Permitted Assignee. For this purpose "Permitted Assignee" means a Person that is (i) an Affiliate of Xxxxxxx or Xxxxx Xxxxx, (ii) a natural or adoptive lineal ancestor or descendant of either of Xxxxxxx or Xxxxx Xxxxx, (iii) a trust, estate, guardianship or custodianship, including those established under any the Uniform Gifts to Minors Act of any state, for an individual described in the preceding clause (ii), and (iv) entities under the control of Xxxxxxx or Xxxxx Xxxxx and one or more other Permitted Assignees; provided, however, that no transfer shall be made under this section if such transfer or transfers would result in EAGLE. Xxxxxxx or Xxxxx Xxxxx, and any Affiliate of EAGLE and Xxxxxxx or Xxxxx Xxxxx to own a Percentage Interest or Percentage Interests, in the aggregate, of less than 2%. EAGLE shall have the right to designate that any Permitted Assignee s...
Assignability of Interests. (a) Subject to the provisions or Section 4.02 hereof, the interest of a Limited Partner shall not be assignable without the prior written consent of the General Partner. No assignment shall be binding upon the Partnership until the General Partner receives an executed copy of such assignment in form and substance satisfactory to the General Partner. The assignee of such interest may become a substituted Limited Partner only upon the terms and conditions of Sections 5.02 and 9.01.
(b) The interest of the General Partner shall not be assignable; provided, however, that in no event shall the interest of the General Partner be reduced below a 1% interest in the Capital Accounts of the Partners and that such interest may be assigned to a successor to all or substantially all of the business of the General Partner the Voting Control of which is held by those persons then holding Voting Control of the General Partner upon (i) the execution by the General Partner of a written assignment, the execution by the successor of this Agreement, and the written assumption by the successor of the obligations of the General Partner hereunder; and (ii) the receipt by the Partnership of an opinion of counsel that such assignment and assumption will not result in the Partnership being classified as an association for Federal income tax purposes. In the event of such assignment, the successor shall become the General Partner hereunder, and the predecessor and successor General Partner shall cause the execution of any necessary papers including, without limitation, an amendment to the Certificate of Limited Partnership to record the substitution of the successor as General Partner.
Assignability of Interests. (a) Except with the written consent of the General Partner, which the General Partner may withhold in its sole discretion, or in accordance with Section 6.1(b) or 6.1(c), no
Assignability of Interests a. Except as otherwise provided in this Article 7, no LLC Interest may be sold, assigned, transferred, pledged, hypothecated, given, exchanged, optioned or encumbered (each, a "Transfer"), and no Transfer in violation of this Agreement shall be binding upon the LLC.
b. A Member may transfer all or any portion of its or his LLC Interest to any one or more Permitted Transferees who agree to be bound by the terms and conditions hereof; provided that, notwithstanding anything to the contrary contained herein, the transferring Member shall retain the vote with respect to the LLC Interest so Transferred to Permitted Transferees; provided, however, if the Transferee is WTI or is consolidated with WTI for federal income tax purposes, the Transferee shall become a Voting Member.
Assignability of Interests. Section 8.1 Assignment of a Venturer's Interest.............
Assignability of Interests. (a) Except as otherwise provided in this Article 7, no Member may Transfer the whole or any part of its Interest or any interest therein without the prior written consent of a Supermajority Interest (consisting of those Members not involved in the Transfer (the “Disinterested Members”)), which consent may be given or withheld in the sole and absolute discretion of the Disinterested Members comprising such Supermajority Interest. If the prior written consent of the Supermajority Interest is obtained for any such Transfer, such Transfer shall, nevertheless, not entitle the assignee to become a Substitute Member or to be entitled to exercise or receive any of the rights, powers or benefits of a Member other than the right to receive distributions to which the assigning Member would be entitled, unless the assignee executes an instrument reasonably satisfactory to a Supermajority Interest, which shall at a minimum include an acceptance and agreement to the terms and conditions of this Agreement.
(b) Notwithstanding the foregoing but subject to Section 7.1(d), a Member shall be permitted to Transfer, at any time and from time to time, any portion (or all) of its Interest to a Permitted Assignee, provided that if (1) such Transfer does not occur upon the death or Disability of the individual who possesses voting control over the Transferring Member, and (2) such Transfer would result in a change of voting control over the Transferred Interest, then such Transfer shall require the prior written consent of a Supermajority Interest (consisting of the Disinterested Members). For this purpose “Permitted Assignee” means a Person who (or that) is (i) a Member or an Affiliate of a Member, (ii) a Family Member of the Member, (iii) a trust, estate, guardianship or custodianship for the benefit of a Family Member, including those established under any the Uniform Gifts to Minors Act of any state, and (iv) one or more entities under the control of the Member or one or more of such Member’s other Permitted Assignees.
