Assignability of Units. (i) A Member may assign the whole or any part of its Units or other interests in the Company to an Affiliate in such Member's sole discretion and without the prior consent of the Board of Directors. Any 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, its assignee to become a Substitute Member. Such written instrument or Substitute Member designation does not require the approval or prior consent of the Board.
(ii) No Member may assign the whole or any part of its Units or other interests in the Company to any Person who is not an Affiliate without the prior consent of the Board, which consent may be given or withheld in the sole and absolute discretion of the Board. If the prior consent of the Board 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 Board or otherwise to the satisfaction of the Board, its assignee to become a Substitute Member and the Board, in its sole and absolute discretion, consents 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 Board accepting and agreeing to the terms and conditions of this Agreement, including a counterpart signature page to 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. 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 13.1, then unless otherwise agreed, 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.
Assignability of Units. Without the prior written consent of the Manager, which may be withheld in its sole and absolute discretion, a Member may not (i) pledge, transfer or assign its Membership Interest in the Company, in whole or in part, to any person except as provided in Section 6.02 or (ii) substitute for itself as a Member any other Person. The Manager may require a Member seeking to transfer its Membership Interest to obtain, at such Member’s cost, a legal opinion satisfactory to the Manager that such transfer does not, among other things, require registration under the Securities Act or the Investment Company Act, or subject the Company to other regulatory burdens. Additionally, GIPLP may not pledge, transfer or assign its Membership Interest in the Company, with or without the consent of Manager, to any Person other than an Affiliate until such time as the Xxxxx Family’s Membership Interest has been redeemed by the Company or transferred to a third party. GIPLP may pledge, transfer or assign its Membership Interest to an Affiliate of GIPLP with the prior consent of Preferred Member, which consent will not be unreasonably withheld, conditioned, or delayed. The Manager does not generally expect to consent to pledges of Membership Interest. Any attempted pledge, transfer, assignment or substitution not made in accordance with this Section 6.01 shall be void.
Assignability of Units. Each Limited Partner expressly agrees that he will not assign, transfer or dispose of, by gift or otherwise, any of his Units or any part or all of his right, title and interest in the capital or profits of the Fund in violation of any applicable federal or state securities laws or without giving written notice of the assignment, transfer or disposition to the General Partner and that no assignment, transfer or disposition shall be effective against the Fund or General Partner until the General Partner receives the written notice thereof and has consented thereto. Any assignment, transfer or disposition by an assignee of his Units or of any part of his right, title and interest in the capital or profits of the Fund shall not be effective against the Fund or the General Partner until the General Partner has consented thereto, and the General Partner shall not be required to give any assignee any rights hereunder prior to the General Partner’s consent having been given; provided, however, that a Limited Partner may transfer the economic benefits of ownership of such Limited Partner’s Units without the prior written consent of the General Partner. The General Partner will consent to the assignment, transfer or disposal of Units upon receipt of notice in accordance with the foregoing, provided that such assignment, transfer or disposal would not violate any applicable federal or state securities laws and would not cause the Fund to lose its status as a partnership for federal income tax purposes.
Assignability of Units. Members may not make Transfers of Units, in whole or in part, except in accordance with Section 6.04 or by other operation of law, or in accordance with the terms and conditions set forth in this Article VII or otherwise in this Agreement. Each holder of Units agrees and acknowledges that the Units have not been registered under the Securities Act, and that the Units may not be transferred except in a transaction exempt from, or not subject to, the registration requirements of the Securities Act or any other applicable federal or state securities laws or regulations, in which case the Investment Manager may require that the Member provide certain supporting evidence regarding satisfaction of this condition (including a legal opinion in writing and in form and substance reasonably satisfactory to the Investment Manager). Transfers shall not violate any applicable economic sanctions or anti-money laundering laws and must be consistent with the Company’s REIT qualification requirements, as determined by the Company in its sole discretion.
Assignability of Units. The Units shall be evidenced by Beneficial Assignment Certificates which shall be issued in registered form only. Until such time as the Partnership qualifies the Units for quotation by NASDAQ or for trading on a national or regional securities exchange, the transferability of Units shall be subject to the restrictions imposed in Section 7.02
Assignability of Units. Each Limited Partner expressly agrees that he will not assign, transfer or dispose of, by gift or otherwise, any of his Units or any part or all of his right, title and interest in the capital or profits of the Fund in violation of any applicable federal or state securities laws or without giving written notice of the assignment, transfer or disposition to the General Partner and that no assignment, transfer or disposition shall be effective against the Fund or General Partner until the General Partner receives the written notice thereof and has consented thereto. Any assignment, transfer or disposition by an assignee of his Units or of any part of his right, title and interest in the capital or profits of the Fund shall not be effective against the Fund or the General Partner until the General Partner has consented thereto, and the General Partner shall not be required to give any assignee any rights hereunder prior to the General Partner's consent having been given.
Assignability of Units. Without the prior written consent of the Managing Member, which shall not be unreasonably conditioned, withheld or delayed, a Member may not (i) pledge, transfer or assign its Membership Interest in the Company, in whole or in part, to any person except as provided in Section 6.02 or (ii) substitute for itself as a Member any other Person. The Managing Member may require a Member seeking to transfer its Membership Interest to obtain, at such Member’s cost, a legal opinion satisfactory to the Managing Member that such transfer does not, among other things, require registration under the Securities Act or the Investment Company Act, or subject the Company to other regulatory burdens. Additionally, GIPLP may not pledge, transfer or assign its Membership Interest in the Company, with or without the consent of Managing Member, to any Person other than an Affiliate until such time as the Membership Interest of the Preferred Members has been redeemed by the Company or transferred to a third party. GIPLP may pledge, transfer or assign its Membership Interest to an Affiliate of GIPLP with the prior consent of the Preferred Members, which consent will not be unreasonably withheld, conditioned, or delayed. The Managing Member does not generally expect to consent to pledges of Membership Interest. Any attempted pledge, transfer, assignment or substitution not made in accordance with this Section 6.01 shall be void.
Assignability of Units. Each Limited Partner expressly agrees that he will not voluntarily assign, transfer or dispose of, by gift or otherwise, any of his Units or any part or all of his right, title and interest in the capital or profits of a Unit in violation of any applicable federal or state securities laws or without giving written notice to the General Partner at least 30 days prior to the date of such assignment, transfer or disposition. No assignment, transfer or disposition by an assignee of Units of any Series or of any part of his right, title and interest in the capital or profits of such Units shall be effective against such Series or the General Partner until the General Partner receives the written notice of the assignment; the General Partner shall not be required to give any assignee any rights hereunder prior to receipt of such notice. The General Partner may, in its sole discretion, waive any such notice. No such assignee, except with the consent of the General Partner, which consent may be withheld only to prevent or minimize potential adverse legal or tax consequences to a Series, may become a substituted Limited Partner of a Series, nor will the estate or any beneficiary of a deceased Limited Partner or assignee have any right to redeem Units from such Series except by redemption as provided in Section 12 hereof. Each Limited Partner agrees that with the consent of the General Partner any assignee may become a substituted Limited Partner without need of the further act or approval of any Limited Partner. If the General Partner withholds consent, an assignee shall not become a substituted Limited Partner, and shall not have any of the rights of a Limited Partner, except that the assignee shall be entitled to receive that share of capital and profits and shall have that right of redemption to which his assignor would otherwise have been entitled. No assignment, transfer or disposition of Units of a Series shall be effective against each Series or the General Partner until the first day of the month succeeding the month in which the General Partner consents to such assignment, transfer or disposition. No Units of a Series may be transferred where, after the transfer, either the transferee or the transferor would hold less than the minimum number of Units of such Series equivalent to an initial minimum purchase, except for transfers by gift, inheritance, intrafamily transfers, family dissolutions, and transfers to Affiliates.
Assignability of Units. No Member may transfer, assign or pledge as security for indebtedness the whole or any part of its Units and any purported transfer, other than a transfer upon the death of a Member or pursuant to Section 15.5 hereof, shall be null and void.
Assignability of Units. A Partner may not sell, assign, exchange, distribute, or otherwise transfer all or any portion of his or her Units to any person, except to another Partner effective on the last day of a Fiscal Period with the consent of the Investment Committee or to the Partnership, pursuant to SECTION 20.4 below. Any other attempted assignment or substitution shall be void. Any such sale by a Partner of all of his or her Units shall not effect a transfer or assignment of his or her Partnership Interest.
