Assignment of Units. (a) An Investor Partner may transfer all or any portion of his Units and the transferee shall become a Substituted Investor Partner (subject to all duties and obligations of an Investor Partner, including those contained in Section 4.04 herein, except to the extent excepted in the Act) subject to the following conditions (any transfer of such Units satisfying such conditions being referred to herein as a "Permitted Transfer"):
Assignment of Units. (a) A Partner may transfer all or any portion of the Partner’s Units, subject to the following conditions:
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. 1. The Unit Administrator in consultation with the LKNEA Site Representative will assign housing as follows:
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:
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. 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. 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.