Assignment and Transfer of Units Sample Clauses

Assignment and Transfer of Units. 12.1 Except as provided in this Section 12, the only restriction on the assignment or hypothecation of a Unit shall be the obtaining by the assignor of a Consent to Transfer for such Unit, if required, from the Department of Corporations of the State of California and the consent, if required, of any other state securities commission having jurisdiction with respect to such assignment or hypothecation. A reasonable transfer fee (not to exceed $200 per transaction) shall be required to be paid to the Partnership by the assignor and/or the assignee with respect to any transfer pursuant to this Section. Limited Partnership Interests and Warrants shall not be transferable, provided, however, that after January 23, 1981, Limited Partnership Interests may be transferred as if they were Units. 12.2 Any Partner may, without restriction or consent of the Department of Corporations of the State of California or any other Partners, give, sell, transfer, or assign any portion or all of his Units to his spouse, any member or members of his family, to a trust set up for the benefit of his spouse or any member or members of his family, or to a corporation or any other entity in which such Partner has a majority interest. The Units of any Partner may pass, without consent, to his heirs or legatees upon his death or by operation of law. A reasonable transfer fee (not to exceed $200 per transaction) shall be required to be paid to the Partnership by the assignor and/or the assignee with respect to any transfer pursuant to this Section. 12.3 Subject to compliance with applicable federal and state securities laws, a Limited Partner may transfer his entire legal and equitable interest in his Units other than as provided in Section 12.2 hereof, by an executed and acknowledged written instrument, only with the consent of the General Partners (which consent may be granted or withheld at the sole discretion of the General Partners). 12.4 No assignments or transfers will be permitted if such assignments or transfers would result in 50% or more of the Units being assigned or transferred within any twelve-month period. Subject to compliance with applicable federal and state securities laws, assignments will be recognized by the Partnership only effective the last day of the calendar month following receipt by the Partnership of written notice of the assignment. Each item of income, gain, loss, deduction, and credit of the Partnership attributable to any assigned or transferred Unit s...
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Assignment and Transfer of Units. 8.1.1. While the Company holds any Class B Common Stock of American Greetings Corporation (or its successor in interest), no Member may sell, assign, pledge or otherwise transfer any of its Units or any beneficial interest or ownership therein (a “Transfer”) to any Person (a “Transferee”) other than American Greetings Corporation (or its successor in interest) or a Permitted Transferee.
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Assignment and Transfer of Units. 13.1 Unit Holders shall not have the right or power, except by will or by the laws of descent and distribution, to assign any Units unless they have met the following terms and conditions: 13.1.1 The assignment shall be by a duly executed written instrument of assignment filed with the Fund, the terms of which are not in contravention of any of the provisions of this Operating Agreement, and shall specify the number of Units being assigned. 13.1.2 The assignment shall be made pursuant to a validly filed and effective registration statement under the Securities Act of 1933, as amended, or an exemption therefrom, and any other applicable sections of the Securities Act of 1933, as amended, and regulations promulgated pursuant thereto and the provisions of any applicable California or other state securities laws or regulations, and shall not jeopardize the availability of the limited and non- public offering exemptions to the Fund in connection with any issuance of Units. 13.1.3 The assignment does not violate, and will not cause the Fund to violate, any federal or state securities laws, and the Unit Holder shall have provided assurances, which may include, in the discretion of the Manager, an opinion of counsel acceptable to the Fund, that the assignment will not cause a termination of the Fund under Code Section 708, will not cause the Fund to be treated as publicly traded under Code Section 7704 and will not cause the Fund to be beneficially owned by more than 99 persons, as calculated under the 1940 Act. 13.1.4 The Unit Holder, if he assigns fewer than all his Units, and his Assignee shall each own at least ten Units subsequent to the assignment. No assignment of any fractional Units shall be permitted. 13.1.5 The Unit Holder shall have notified the Manager of the transfer of a beneficial interest in any Units which occurs without a transfer of record ownership. 13.1.6 The Unit Holder shall have paid to the Fund a transfer fee, determined and collected by the Manager, to cover all reasonable expenses of the Fund connected with the transfer. 13.2 The Manager may, in its sole discretion: 13.2.1 Waive in whole or in part any or all of the requirements set forth in this Operating Agreement with respect to any proposed assignment by a Unit Holder; and, in particular, 13.2.2 Waive the requirement set forth in Paragraph 13.
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Related to Assignment and Transfer of Units

  • Assignment and Transfers Except as the Committee may otherwise permit pursuant to the Plan, the rights and interests of the Participant under this Agreement may not be sold, assigned, encumbered or otherwise transferred except, in the event of the death of the Participant, by will or by the laws of descent and distribution. In the event of any attempt by the Participant to alienate, assign, pledge, hypothecate, or otherwise dispose of the Stock Units or any right hereunder, except as provided for in this Agreement, or in the event of the levy or any attachment, execution or similar process upon the rights or interests hereby conferred, the Company may terminate the Stock Units by notice to the Participant, and the Stock Units and all rights hereunder shall thereupon become null and void. The rights and protections of the Company hereunder shall extend to any successors or assigns of the Company and to the Company’s parents, subsidiaries, and affiliates. This Agreement may be assigned by the Company without the Participant’s consent.

  • Assignment and Transfer The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

  • Transfer of Units (i) Except as expressly provided in this Agreement, a Member may not sell, exchange, transfer, assign, pledge, hypothecate or otherwise dispose of all or any portion of any of such Member's Units or any interest therein (a "Transfer") (except for a Transfer by Internet World to any Person or by any Member to a Permitted Transferee) without the written consent of the Board, which consent may be withheld for any reason. The Company shall not register any Transfer of a Member's Units or any interest therein, and any such Transfer or registration of Transfer shall be null and void, without the written consent of the Board. An assignee who has not been admitted as a Member shall be entitled only to allocations and distributions with respect to such interest in accordance with this Agreement, and shall have no right to any information or, to the fullest extent permitted by law, accounting of the affairs of the Company, shall not be entitled to inspect the books or records of the Company and shall not have any of the rights of a Member under the Act or this Agreement, but shall otherwise assume in writing prior to such Transfer, other than a pledge (in respect of which such compliance shall be required after sale or foreclosure), all obligations of the assignor hereunder as if such assignee were the assignor; no such assignment shall be valid unless the assumption of obligations described in this sentence has been executed. Neither a Transfer of Units nor the admission of the Transferee thereof as a Member shall discharge the transferor from any obligation hereunder. (ii) The restrictions contained in this SECTION 2.6(a) shall not apply with respect to any Transfer of Units or any part thereof by any Member (a) among its Affiliates, (b) to any lender to whom a Member's Units or any part thereof are assigned or pledged pursuant to a loan agreement, (c) to any Member's spouse or children or to a trust or the trustee or 8 68 trustees of a trust directly or indirectly for the benefit of the Member's spouse, children or a charitable organization, (d) to the Member's executors, administrator, testamentary trustee, legatees or beneficiaries upon the Member's death, or (e) by gift (all such transferees shall be collectively referred to as the "Permitted Transferees"); PROVIDED, that the Permitted Transferee shall execute a counterpart of this Agreement; and PROVIDED, FURTHER that the restrictions contained in this Agreement shall continue to apply to the Units after such Transfer by reference to the original Member; and PROVIDED, FURTHER, that the transferor shall remain liable for all of its obligations under this Agreement that survive.

  • ASSIGNMENT AND TRANSFER SIGNATURE LINES FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), assign(s) and transfer(s) unto ______________________________ whose taxpayer identification number is _______________________ and whose address including postal zip code is ____________________________, the within Receipt and all rights thereunder, hereby irrevocably constituting and appointing ________________________ attorney-in-fact to transfer said Receipt on the books of the Depositary with full power of substitution in the premises.

  • Assignment of Membership Interest A Member may not assign the Member’s interest in the Company except with the written consent of all the other Members of record. Any such consent to assignment automatically entitles the assignee to become a Member. A Member’s membership interest may be evidenced by a certificate of membership interest issued by the Company.

  • Reassignment and Transfer Terms The Investor Certificates shall be subject to retransfer to the Seller at its option, in accordance with the terms specified in subsection 12.02(a), on any Distribution Date on or after the Distribution Date on which the Investor Interest is reduced to an amount less than or equal to 5% of the Initial Investor Interest. The deposit required in connection with any such repurchase shall include the amount, if any, on deposit in the Principal Funding Account and will be equal to the sum of (a) the Investor Interest and (b) accrued and unpaid interest on the Investor Certificates through the day preceding the Distribution Date on which the repurchase occurs.

  • Assignments and Transfers 18.1 Any assignment by either Party to any entity of any right, obligation or duty, or of any other interest hereunder, in whole or in part, without the prior written consent of the other Party shall be void. The assignee must provide evidence of a Commission approved certification to provide Telecommunications Service in each state that OneTone is entitled to provide Telecommunications Service. After BellSouth’s consent, the Parties shall amend this Agreement to reflect such assignments and shall work cooperatively to implement any changes required due to such assignment. All obligations and duties of any Party under this Agreement shall be binding on all successors in interest and assigns of such Party. No assignment or delegation hereof shall relieve the assignor of its obligations under this Agreement in the event that the assignee fails to perform such obligations. Notwithstanding anything to the contrary in this Section, OneTone shall not be permitted to assign this Agreement in whole or in part to any entity unless either (1) OneTone pays all bills, past due and current, under this Agreement, or (2) OneTone’s assignee expressly assumes liability for payment of such bills. 18.2 In the event that OneTone desires to transfer any services hereunder to another provider of Telecommunications Service, or OneTone desires to assume hereunder any services provisioned by BellSouth to another provider of Telecommunications Service, such transfer of services shall be subject to separately negotiated rates, terms and conditions.

  • Registration and Transfer of Limited Partner Interests (a) The General Partner shall maintain, or cause to be maintained by the Transfer Agent in whole or in part, the Partnership Register on behalf of the Partnership. (b) The General Partner shall not recognize any transfer of Limited Partner Interests evidenced by Certificates until the Certificates evidencing such Limited Partner Interests are duly endorsed and surrendered for registration of transfer. No charge shall be imposed by the General Partner for such transfer; provided, however, that as a condition to the issuance of any new Certificate under this Section 4.5, the General Partner may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed with respect thereto. Upon surrender of a Certificate for registration of transfer of any Limited Partner Interests evidenced by a Certificate, and subject to the provisions of this Section 4.5(b), the appropriate officers of the General Partner on behalf of the Partnership shall execute and deliver, and in the case of Certificates evidencing Limited Partner Interests for which a Transfer Agent has been appointed, the Transfer Agent shall countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder’s instructions, one or more new Certificates evidencing the same aggregate number and type of Limited Partner Interests as was evidenced by the Certificate so surrendered. Upon the proper surrender of a Certificate, such transfer shall be recorded in the Partnership Register. (c) Upon the receipt of proper transfer instructions from the Record Holder of uncertificated Partnership Interests, such transfer shall be recorded in the Partnership Register. (d) Except as provided in Section 4.9, by acceptance of any Limited Partner Interests pursuant to a transfer in accordance with this Article IV, each transferee of a Limited Partner Interest (including any nominee, or agent or representative acquiring such Limited Partner Interests for the account of another Person or Group) (i) shall be admitted to the Partnership as a Limited Partner with respect to the Limited Partner Interests so transferred to such Person when any such transfer or admission is reflected in the Partnership Register and such Person becomes the Record Holder of the Limited Partner Interests so transferred, (ii) shall become bound, and shall be deemed to have agreed to be bound, by the terms of this Agreement, (iii) represents that the transferee has the capacity, power and authority to enter into this Agreement, (iv) makes the consents, acknowledgements and waivers contained in this Agreement, all with or without execution of this Agreement by such Person and (v) shall be deemed to certify that the transferee is not an Ineligible Holder. The transfer of any Limited Partner Interests and the admission of any new Limited Partner shall not constitute an amendment to this Agreement. (e) Subject to (i) the foregoing provisions of this Section 4.5, (ii) Section 4.3, (iii) Section 4.8, (iv) with respect to any class or series of Limited Partner Interests, the provisions of any statement of designations or an amendment to this Agreement establishing such class or series, (v) any contractual provisions binding on any Limited Partner and (vi) provisions of applicable law including the Securities Act, Limited Partner Interests shall be freely transferable. (f) The General Partner and its Affiliates shall have the right at any time to transfer their Common Units to one or more Persons.

  • Assignments and Transfers by Investors The provisions of this Agreement shall be binding upon and inure to the benefit of the Investors and their respective successors and assigns. An Investor may transfer or assign, in whole or from time to time in part, to one or more persons its rights hereunder in connection with the transfer of Registrable Securities by such Investor to such person, provided that such Investor complies with all laws applicable thereto and provides written notice of assignment to the Company promptly after such assignment is effected.

  • Transfer of Note Each provision of this Note shall be and remain in full force and effect notwithstanding any negotiation or transfer hereof and any interest herein to any other Holder or participant.

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