Assignment of Units Sample Clauses

Assignment of Units. (a) A Partner may transfer all or any portion of the Partner’s Units, subject to the following conditions: (1) No such assignment shall be made if, in the opinion of counsel to the Partnership, such assignment would cause the termination of the Partnership for federal income tax purposes under Section 708 of the Code or might result in a change in the status of the Partnership to a “publicly traded partnership” within the meaning of Section 7704 of the Code, or if in the opinion of counsel to the Partnership such assignment may not be effected without registration under the Securities Act of 1933, as amended, or would result in the violation of any applicable state securities laws; (2) Except in the case of a transfer of Units at death, as a result of adjudication of incompetency or insanity, or involuntarily by operation of law, the transferor and transferee shall execute and deliver to the Partnership such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Partnership to effect such transfer; (3) The transferor and transferee shall furnish the Partnership with the transferee’s taxpayer identification number and sufficient information to determine the transferee’s initial tax basis in the Units transferred; (4) The Partnership is reimbursed by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such transfer; and (5) If the transferor is an Additional General Partner, the Managing General Partner has consented to the transfer, which shall be in the sole discretion of the Managing General Partner. (b) A Person who acquires one or more Units but who is not admitted as a Substitute Partner, shall only be entitled to allocations and distributions with respect to such Units in accordance with this Agreement, but shall have no right to any information or accounting of the affairs of the Partnership, shall not be entitled to inspect the books or records of the Partnership, and shall not have any of the rights of an Additional General Partner or a Limited Partner under the Act or this Agreement. (c) Subject to the other provisions of Section 7, a transferee of Units may be admitted to the Partnership as a Substitute Partner only upon satisfaction of the following conditions: (1) The Managing General Partner consents to such admission, which consent can be withheld in its absolute discretion; (2) The Units with respect to which the transferee is being admi...

Assignment of Units. Subject to Section 9.7 below, a Member may not Assign (as that term is defined below) any or all of the Member's Units, except in compliance with this Agreement and also only with the prior written approval of the Directors and in compliance and accordance with all such other policies and procedures as may be adopted from time to time by the Directors. The Directors may adopt and implement such policies and procedures (collectively, and as amended from time to time, the "Unit Assignment Policy") for any reasonable purpose, as determined by the Directors. A reasonable purpose shall in all events include prohibiting, restricting, limiting, delaying or placing conditions on any Assignment of any Units which, alone or together with any previous Assignments or other Assignments that are known or intended or that may reasonably be anticipated, would or might reasonably be determined to (i) violate or cause the Company to violate or to otherwise be in noncompliance with any applicable law, rule, regulation or order, including any foreign, federal, state or local securities law, rule, regulation or order; (ii) cause the Company to be taxed as a corporation for tax purposes, including by reason of Section 7704 of the Code; (iii) result in the termination of the Company or the Company's tax year for tax purposes, including under Section 708 of the Code, or cause the application to the Company of Sections 168(g)(1)(B) or 168(h) of the Code or similar or analogous rules; (iv) violate any term or condition of this Agreement, including Section 5.7; (v) violate or cause the Company to violate or to otherwise be in noncompliance with any law, rule, regulation or order applicable to the Company's selection or use of its then current Fiscal Year, including under Section 444 of the Code; (vi) require the Company to become licensed, registered or regulated as an investment company, a broker-dealer or any other form of regulated entity under any applicable foreign, federal, state or local law, rule, regulation or order; or (vii) create or result in any fractional Units. The Company shall make a copy of the then current Unit Assignment Policy available to each Member upon the Member's reasonable request from time to time. An Assignment of a Unit does not entitle the assignee to vote the Units or to otherwise participate in the management of the Company, or to become or to exercise any voting or management rights of a member of the Company, but rather only entitles the assignee ...

Assignment of Units. Except as otherwise provided herein, a Member may not assign the Member’s Interest in the Company. Any Person who becomes an unadmitted Assignee by operation of this Agreement shall not become a Member of the Company and shall have no right to: (i) become a Member; (ii) exercise any Membership Rights other than those specifically pertaining to ownership of a Membership Interest; or (iii) act as an agent of the Company, except as otherwise provided in Section 8.3(f) herein.

Assignment of Units. Each Assignor hereby grants, assigns, transfers, conveys and delivers to Assignee, all of such Assignor's right, title and interest in and to 100% of such Assignor's Units in the Partnership(s) free and clear of all liens, encumbrances, security interests and competing claims.

Assignment of Units. Except as otherwise expressly permitted in this Article IX, (a) no Member shall Transfer all or any portion of its Membership Interests, Units or rights to income or other attributes with respect to its Units, and (b) no Owner of any Member shall Transfer any equity security of such Entity, it being understood that any such Transfer not in accordance with this Section 9.1 or the remainder of this Article IX will be deemed to constitute a Transfer by such Member in violation of this Agreement and shall be void ab initio.

Assignment of Units. Subject to any restrictions on transferability under applicable law or in this Agreement or any separate agreement as may be entered into by or among the Members, a Member may sell, transfer or assign its Units, in whole or in part, or pledge, grant a security interest, lien, or other encumbrance in or against any or all of the Members’ Units. A sale, transfer or assignment of a Unit does not entitle the assignee to participate in the management and affairs of the Company or to become a Substitute Member or to otherwise exercise any rights of a Member (including, without limitation, the right to vote and to receive notice of meetings), but rather shall only be treated as the transfer of the Transferrable Interest with respect to such Unit and the assignee thereof shall be treated as a Transferee (but only after notice of such assignment is provided to the Company), unless and until the assignee also complies with Section 9.2 of this Agreement. The Member assigning the Unit retains the rights of the Member other than the Transferrable Interest and retains all duties and obligations of the Member. Notwithstanding the foregoing or any other term or condition of this Agreement: (a) No transfer of any Units shall be made if such transfer would (i) violate the then applicable federal or state securities laws or rules and regulations of the Securities Exchange Commission, any state securities commission or any other governmental authority with jurisdiction over such transfer, (ii) terminate the existence or qualification of the Company under the laws of the jurisdiction of its formation, or (iii) cause the Company to be treated as an association taxable as a corporation or otherwise to be taxed as an entity and not as a partnership for federal income tax purposes. (b) The Managers may prohibit or otherwise impose restrictions on the transfer of Units if they determine that (i) such prohibition or restrictions are necessary to avoid a significant risk of the Company being treated as an association taxable as a corporation or otherwise being taxed as an entity and not as a partnership for federal income tax purposes or (ii) the transfer would or potentially would result in an increase in the number of record holders of the Company. (c) No Member shall in any event sell, transfer or assign or have the right to sell, transfer or assign a Unit, or any portion thereof, through an established securities market, a secondary market or the substantial equivalent thereof wi...

Assignment of Units. Except as provided in Sections 8.3 and 8.4 ------------------- below, no Member may assign any of its Units, in whole or in part, or pledge, grant a security interest, lien or other encumbrance in or against any or all of the Member's Units, or any right or interest therein or thereunder, except with the prior vote or written consent of the Voting Members holding at least a majority of the total outstanding Voting Units, and, if the assignment is to occur prior to the Return Date, also the prior vote or written consent of the Nonvoting Members holding at least a majority of the total outstanding Nonvoting Units. Except as provided in Section 8.3 below, an assignment of a Unit (even if made in accordance with the preceding sentence) does not entitle the assignee to participate in the management and affairs of the Company or to become a Substitute Member or to otherwise exercise any rights of a Member (including, without limitation, the right to vote and to receive notice of meetings), but rather only entitles the assignee to receive, to the extent assigned, only the distributions to which the assignor would otherwise be entitled to with respect to the Unit in question. Notwithstanding the foregoing or any other term or condition of this Agreement which may appear to be to the contrary, no Member shall in any event assign or have the right to assign a Unit, or any portion thereof, if such assignment would result in the termination of the Company or the Company's tax year for federal income tax purposes or violate or cause the Company to violate any applicable law or governmental rule or regulation, including, without limitation, any applicable federal or state securities law, rule or regulation.

Assignment of Units. All or any portion of a Purchaser’s Units purchased pursuant to this Agreement may be sold, assigned or pledged by such Purchaser, subject to compliance with applicable securities Laws, Section 5.2 of this Agreement and the Registration Rights Agreement.

Assignment of Units. Upon compliance with the applicable provisions restricting the transfer of Units, transfers of Units by a Limited Partner or any assignee of one or more Units who has not become a substituted Limited Partner shall be made on the books of the Partnership promptly upon surrender of the certificate therefor properly endorsed for transfer by the person named in the certificate, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Partnership or with a transfer agent or a registrar, if any, and upon the payment of all necessary transfer taxes due thereon and compliance with the conditions of this Article 15, but in any event such transfer shall take place not later than the last day of the calendar month following the month of receipt by the Partnership of the aforementioned documentation and tax payment. Every certificate exchanged, returned or surrendered to the Partnership shall be marked “Cancelled” with the date of cancellation, by a duly authorized agent of the Partnership or the transfer agent thereof.

Assignment of Units. 1. The Unit Administrator in consultation with the LKNEA Site Representative will assign housing as follows: a. Teachers returning to the site shall receive the same unit that they occupied the previous year unless they request a different unit. b. All other teachers shall be assigned to units first on the basis of continuous site seniority and second on the basis of continuous District seniority. New hires shall be assigned units on a need and availability basis. c. Notwithstanding subparagraphs a and b above, a housing unit may be assigned to a teacher if that teacher demonstrates an overriding need for that unit.