Certain Restrictions on Transfers Sample Clauses

Certain Restrictions on Transfers. Notwithstanding any other provision of this Agreement, no Limited Partner may sell, assign, pledge or otherwise transfer in any manner whatsoever all or any part of its interest in the Partnership (other than, with respect to an ERISA Partner or Governmental Plan Partner, to a single successor trustee or co-trustees or single successor fiduciary or co-fiduciaries without change in beneficial ownership; provided that the transfer would not result in an increase in the number of holders of record of interests in the Partnership for purposes of the Exchange Act and the requirements of Section 9.2(a) and (c) are satisfied) without the prior written consent of the General Partner, which consent may be withheld in the General Partner’s sole and absolute discretion; provided that (a) such consent shall not be given unless (i) after consultation with counsel, the General Partner is reasonably satisfied that the transaction (A) complies with and does not violate any provisions of the Act or any securities law, (B) will not cause the loss of limited liability for the remaining Limited Partners, (C) will not subject the Partnership, the General Partner, the Management Company, and any of the Affiliates of the foregoing to additional regulatory requirements (including those under the Investment Company Act), (D) will not cause the termination or dissolution of the Partnership, (E) will not create a substantial risk that the Partnership will be required to register the limited partner interests in the Partnership under the Exchange Act, (F) will not create a substantial risk that the Partnership would be classified or treated other than as a partnership for United States federal income tax purposes, and (G) if the Partnership is not relying on the VCOC Exception, will not cause there to be Significant Benefit Plan Investment in the Partnership, and (ii) the assignee, purchaser or other transferee has provided such information and undertakings as the General Partner may reasonably request in connection with any election by the Partnership under Section 754 of the Code and with respect to the identity of such assignee, purchaser or other transferee, its directors, officers or other managers, affiliates and beneficial owners, (b) the General Partner may withhold such consent with respect to such Limited Partner’s proposed Assignee (an “LP Proposed Assignee”) if within a reasonable period after the General Partner’s receipt of such Limited Partner’s request for consent the...
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Certain Restrictions on Transfers. Section 2.1. Transfers in Accordance with this Agreement. No Management Stockholder (or Permitted Transferee of a Management Stockholder) shall, directly or indirectly, transfer, sell, assign, pledge, hypothecate, encumber, or otherwise dispose of, all or any portion of any Shares or any economic interest therein (including without limitation by means of any participation or swap transaction) (each, a "Transfer") to any Person unless this Agreement expressly permits such Transfer. Any attempt to Transfer any Shares in violation of the terms of this Agreement shall be null and void, and neither the Company nor any transfer agent shall register upon its books any Transfer of Shares by a Management Stockholder to any Person except a Transfer in accordance with this Agreement.
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Certain Restrictions on Transfers. 2.1. Transfers in Accordance with this Agreement.
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Certain Restrictions on Transfers. 7.1. Transfers in Accordance with this Agreement. Until the tenth anniversary of the date hereof, no Stockholder shall, directly or indirectly, transfer, sell, assign, pledge, hypothecate, encumber, or otherwise dispose of, all or any portion of any Shares or any economic interest therein (including without limitation by means of any participation or swap transaction) (each, a “Transfer”) to any Person, except (A) transfers to Permitted Transferees in compliance with the Securities Act, applicable state and other securities laws and in compliance with this Agreement, (B) transfers made in compliance with Sections 2.4, 2.5 or 2.6 of this Agreement, (C) transfers made in compliance with Sections 7.1 or 7.2 of this Agreement, or (D) with the prior written consent of Prides. Any attempt to Transfer any Shares in violation of the terms of this Agreement shall be null and void, and neither the Company, nor any transfer agent shall register upon its books any Transfer of Shares by a Stockholder to any Person except a Transfer in accordance with this Agreement.
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Certain Restrictions on Transfers. Notwithstanding any other provision of this Agreement, no Partner may Transfer in any manner whatsoever all or any part of its Interest in the Partnership, and no attempted or purported Transfer of such Interest shall be effective, unless: (i) such Transfer would not result in a violation of applicable law including any Federal or state securities laws or any term or condition of this Agreement; (ii) such Transfer would not result in a requirement that the Partnership register as an investment company under the Investment Company Act of 1940, as amended; (iii) if such Transfer is to an employee benefit plan within the meaning of ERISA, the General Partner shall have consented thereto; (iv) such Transfer is to an entity which the General Partner deems to be a Qualified Investor; and (v) such Transfer would not result in the Partnership being characterized as a publicly-traded partnership for Federal income tax purposes under Section 7704 of the Code. To this end, the General Partner shall be permitted to require and rely on representations made by the transferor Partner and the transferee Partner in connection with any proposed Transfer of all or any portion of any Interest to the extent that the General Partner determines that such representations are necessary or appropriate to satisfy the provisions of this Section 10.4. 42 -39-
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Certain Restrictions on Transfers. 2.1. Transfers in Accordance with this Agreement. No Stockholder shall, directly or indirectly, transfer, sell, assign, pledge, hypothecate, encumber, or otherwise dispose of any Stock to any Person (any such act being referred to as a "Transfer" and any Person acquiring Stock from a Stockholder and any subsequent transferee of any such Person is referred to as a "Transferee" of such Stockholder), unless such Transfer is permitted under Section 3.1. The Company shall not register upon its books any Transfer of Stock by a Stockholder to any Person except a Transfer in accordance with this Agreement.
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Certain Restrictions on Transfers. Notwithstanding any other provision of this Agreement, no Member may transfer in any manner whatsoever all or any part of its interest in the Company if such assignment or transfer would, in the judgment of the Managing Member, jeopardize the status of the Company as a partnership for U.S. federal income tax purposes, cause a dissolution of the Company under the Act, violate, or cause the Company to violate, any applicable law or regulation or impose any additional materially burdensome registration or filing requirements on the Company or any Member or otherwise subject the Company or any Member to any additional materially burdensome regulation, including in each case under any applicable federal, state or foreign securities or commodity laws.
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Certain Restrictions on Transfers 
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Related to Certain Restrictions on Transfers

  • Restrictions on Transfers (a) Except as provided in Section 4.8(e), notwithstanding the other provisions of this Article IV, no transfer of any Partnership Interests shall be made if such transfer would (i) violate the then applicable federal or state securities laws or rules and regulations of the Commission, any state securities commission or any other governmental authority with jurisdiction over such transfer, (ii) terminate the existence or qualification of the Partnership under the laws of the jurisdiction of its formation, or (iii) cause the Partnership to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for federal income tax purposes (to the extent not already so treated or taxed). The Partnership may issue stop transfer instructions to any Transfer Agent in order to implement any restriction on transfer contemplated by this Agreement.

  • Restrictions on Transfer (a) The Preferred Stock and the Registrable Securities shall not be sold, pledged, or otherwise transferred, and the Company shall not recognize and shall issue stop-transfer instructions to its transfer agent with respect to any such sale, pledge, or transfer, except upon the conditions specified in this Agreement, which conditions are intended to ensure compliance with the provisions of the Securities Act. A transferring Holder will cause any proposed purchaser, pledgee, or transferee of the Preferred Stock and the Registrable Securities held by such Holder to agree to take and hold such securities subject to the provisions and upon the conditions specified in this Agreement.

  • Other Restrictions on Transfer The restrictions on Transfer contained in this Agreement are in addition to any other restrictions on Transfer to which a Stockholder may be subject, including any restrictions on transfer contained in any equity incentive plan, restricted stock agreement, stock option agreement, stock subscription agreement or other agreement to which such Stockholder is a party or instrument by which such Stockholder is bound.

  • General Restrictions on Transfer (a) Each Stockholder understands and agrees that the Company Securities held by it on the date hereof may not have been registered under the Securities Act and may be restricted securities under the Securities Act. Each Stockholder agrees that it shall not Transfer any Company Securities (or solicit any offers in respect of any Transfer of any Company Securities), except in compliance with the Securities Act, any other applicable securities or “blue sky” laws, and the restrictions on Transfer contained in this Agreement.

  • Restrictions on Transfer, Etc Shareholder agrees, from the date hereof until the Expiration Time, not to (i) directly or indirectly Transfer any Owned Securities or Beneficially Owned Securities, other than any Transfer to members of Shareholder’s immediate family or a family trust of Shareholder (each a “Permitted Transferee”), but only if, in each case, prior to the effectiveness of the Transfer, the Permitted Transferee of such Owned Securities or Beneficially Owned Securities agrees in writing to be bound by the terms hereof (or an agreement that is substantively identical to this Agreement) and notice of such Transfer, including the name and address of the Permitted Transferee, is delivered to Parent pursuant to Section 6.1 hereof; provided that Transfers to minor children shall be to their legal custodians who have the capacity and authority to be bound by the terms hereof on behalf of such minor children; and provided, further, that Shareholder shall remain liable for the breaches of any Permitted Transferees of the terms hereof, (ii) tender any Owned Securities or Beneficially Owned Securities into any tender or exchange offer or (iii) grant any proxy with respect to the Owned Securities or Beneficially Owned Securities, deposit the Owned Securities or Beneficially Owned Securities into a voting trust, enter into a voting agreement with respect to any of the Owned Securities or Beneficially Owned Securities or otherwise restrict the ability of Shareholder freely to exercise all voting rights with respect thereto. Any action attempted to be taken in violation of the preceding sentence will be null and void. Shareholder further agrees to authorize and request Parent and the Company to notify the Company’s transfer agent that there is a stop transfer order with respect to all of the Owned Securities or Beneficially Owned Securities (other than in respect of Transfers expressly permitted by this Section 2.3) and that this Agreement places limits on the voting of the Owned Securities or Beneficially Owned Securities.

  • Additional Restrictions on Transfer (a) The certificates representing shares of Executive Stock will bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN EXECUTIVE STOCK AGREEMENT BETWEEN THE ISSUER (THE "COMPANY") AND AN EMPLOYEE OF THE COMPANY DATED AS OF MAY 16, 1997, A COPY OF WHICH MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE."

  • Restrictions on Transfer of Units Until the vesting of, and lapse of the restrictions applicable to, any Units and the delivery of Shares in payment therefor, Units may not be sold, transferred, pledged, exchanged, hypothecated or disposed of by you and shall not be subject to execution, attachment or similar process.

  • Restrictions on Transfer of Stock The shares of Common Stock granted hereunder may not be sold, tendered, assigned, transferred, pledged or otherwise encumbered prior to the earliest of:

  • Limitations on Transfers Federal regulations limit transfers for savings accounts and money market accounts, if applicable. During any statement period, you may not make more than six withdrawals or transfers to another Credit Union account of yours or to a third party by means of a pre-authorized or automatic transfer. This includes transfers by phone, fax, wire and cable, audio response, overdraft transfers to checking and Internet instruction. No more than three of the six transfers may be made by check, draft or debit card, or similar order to a third party. A pre-authorized transfer includes any arrangement with us to pay a third party from your account upon oral or written orders including orders received through the automated clearinghouse (ACH). If you exceed the transfer limitations set forth above in any statement period, the transfer may not be completed, your regular share account and draft account may be subject to a fee, account closure, or suspension or we may revoke your access to Online Banking. We will not be required to complete a withdrawal or transfer from your account(s) if you do not have enough money in the designated account(s) to cover the transaction; however, we may complete the transaction. You agree not to use Online Banking to initiate a transaction that would cause the balance in your designated account(s) to go below zero. If you have a line-of-credit, you agree not to use Online Banking to initiate a transaction that would cause the outstanding balance of your line-of-credit to go above your credit limit. We will not be required to complete such a transaction, but if we do, you agree to pay us the excess amount or improperly withdrawn amount or transferred amount immediately upon our request. We also will refuse to complete your Online Banking transactions if we have canceled your Online Banking access, or we cannot complete the transaction for security reasons. The functions and limitations of Online Banking may be updated, without notice, at the option of the Credit Union in order to provide improved service to the membership.

  • Limitations on Transfer In addition to any other limitation on transfer created by applicable securities laws, Purchaser shall not assign, encumber or dispose of any interest in the Shares except in compliance with the provisions below and applicable securities laws.

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