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. (i) No Member may assign the whole or any part of its Interests without the prior written consent of each other Member, including Members holding RIShares, which consent may be given or withheld in the sole and absolute discretion of each such other Member. If the prior written consent of all 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, in their sole and absolute discretion, 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.
(ii) If a Member assigns all of its Interest in the Company and the assignee of such interest is entitled to become a Substitute Member pursuant to this Section 12.1, such assignee shall be admitted to the Company effective immediately prior to the effective date of the assignment, and, immediately following such admission, the assigning Member shall cease to be a member of the Company. In such event, the Company shall continue without dissolution.
(iii) If a Member assigns all or part of its Interest in accordance with this Section 12.1, the certificate evidencing the Interest shall be delivered to the Company, executed by the Member and assignee on the reverse side thereof. After receiving the Member's certificate, the Company shall cancel such certificate and issue a new certificate to the assignee for the number of shares being assigned, and, if applicable, shall issue to the Member a new certificate for the number of shares that the Member did not assign and continues to own.
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. Subject to the limitations set forth in this Section 7.1, except as specifically provided by this Agreement, the economic interest in the Partnership of a Limited Partner may not be directly or indirectly assigned without the consent of the General Partner, which consent may not be unreasonably withheld. No Limited Partner shall be entitled to assign its 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 of 1933, as amended, or the securities laws of any applicable jurisdiction;
(b) cause the Partnership not to be entitled to the exemption from the definition of an "investment company" pursuant to either Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act of 1940, as amended, and the rules and regulations of the Securities and Exchange Commission thereunder (the "1940 Act");
(c) result in the termination of the Partnership under the Internal Revenue Code;
(d) cause the Partnership to fail to satisfy the requirements of Section 514(c)(9)(E) of the Code or any successor provisions thereto;
(e) 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;
(f) 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;
(g) 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;
(h) cause BCP to receive or accrue any amounts described in Code Section 856(d)(2)(B). 41
1. Notwithstanding the assignment of all or any portion of a Partner's interest in the Partnership, (i) the assignor shall continue to be liable with respect to its Capital Commitment relating to the interest assigned, and (ii) the assignment of an economic interest in the Partnership shall not entitle the assignee to be admitted as a substitute Limited Partner other than pursuant to Section 7.2.
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 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. (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. No Member may assign the whole or any part of its Interests without the unanimous approval of all Members.
Assignability of Interests. Interests in the Partnership are not assignable and any attempted or purported sale, exchange, assignment, or other transfer shall be void.
Assignability of Interests. No Units of an Employee Member in the LLC may be sold, assigned, transferred, pledged, hypothecated, gifted, exchanged, optioned or encumbered (each, a "Transfer"), nor, in the case of any Member which is a permitted assign of an Employee Member and which is not an individual, may any Transfer of any interest in such Member be made, and no Transfer shall be binding upon the LLC or any Member, unless it is expressly permitted by this Article XI and the Managing Member receives an executed copy of such assignment, which shall be in form and substance reasonably satisfactory to the Managing Member. The assignee of such Units may become a substitute Employee Member only upon the terms and conditions set forth in Section 11.02. No Employee Member's Units may be Transferred except:
(a) to the Managing Member, with its consent;
(b) that, upon the death of an Employee Member, such Employee Member's Units (subject to the provisions of reduction of Units set forth in Section 7.03) may be Transferred by will or the laws of descent and distribution; or
(c) to another Employee Member, with the prior written consent of the Managing Member, which consent may be granted or withheld by the Managing Member in its sole discretion. For all purposes of this Agreement, any Transfers of Units shall be deemed to occur as of the close of business on the last day of the calendar month in which any such Transfer would otherwise have occurred.