Common use of Conditions to Transfer Clause in Contracts

Conditions to Transfer. Any purported Transfer of a Share by an Investor pursuant to the terms of this Article 9 shall, in addition to requiring the prior written consent referred to in Section 9.1, be subject to the satisfaction of the following conditions: 9.2.1. the Investor that proposes to effect such Transfer (a “Transferor”) or the Person to whom such Transfer is to be made (a “Transferee”) shall have paid all expenses incurred by the Fund, the Manager or the Manager in connection therewith (whether or not such proposed Transfer is consummated); 9.2.2. the Manager shall have been given at least 30 days’ prior written notice of the proposed Transfer; 9.2.3. the Fund shall have received from the Transferee and, in the case of clause (C) below, from the Transferor to the extent specified by the Manager, (A) such assignment agreement and other documents, instruments and certificates as may be reasonably requested by the Manager, pursuant to which such Transferee shall have agreed to be bound by this Agreement, including if requested a counterpart of this Agreement executed by or on behalf of such Transferee, (B) a certificate or representation to the effect that the representations set forth in the Subscription Agreement of such Transferor are (except as otherwise disclosed to and consented to by the Manager) true and correct with respect to such Transferee as of the date of such Transfer and (C) such other documents, opinions, instruments and certificates as the Manager shall have reasonably requested; 9.2.4. such Transferor or Transferee shall have delivered to the Fund the opinion of counsel, which counsel and opinion shall be reasonably satisfactory to the Manager, described in Section 9.3; 9.2.5. each of the Transferor and the Transferee shall have provided a certificate or representation to the effect that: (A) the proposed Transfer will not be effected on or through (1) a U.S. national, regional or local securities exchange, (2) a non U.S. securities exchange or (3) an interdealer quotation system that regularly disseminates firm buy or sell quotations by identified brokers or dealers, and (B) it is not, and its proposed Transfer or acquisition (as the case may be) will not be made by, through or on behalf of (1) a Person, such as a broker or a dealer, making a market in interests in the Fund or (2) a Person that makes available to the public bid or offer quotes with respect to interests in the Fund; 9.2.6. (A) such Transfer will not be made on a “secondary market or the substantial equivalent thereof” within the meaning of Section 1.7704-1 of the Regulations, unless: (i) such Transfer is disregarded in determining whether interests in the Fund are readily tradable on a secondary market or the substantial equivalent thereof under section 1.7704-1 of the Regulations (other than Section 1.7704-1(e)(1)(x) thereof), or (ii) the Fund satisfies the requirements of Section 1.7704-1(h) of the Regulations at all times during the taxable year of such Transfer, and (B) such Transfer will not be made on an “established securities market” within the meaning of Section 1.7704-1 of the Regulations; and 9.2.7. (A) such Transfer will not cause the Fund to constitute “plan assets” for purposes of ERISA, if the assets of the Fund are not considered by the Manager to be plan assets under ERISA at the time of Transfer, or (B) to the extent the assets of the Fund are considered by the Manager to be “plan assets” under the DOL Regulations at the time of Transfer, if requested by the Manager, any Transferee that is subject to ERISA has taken such action as is necessary, if any, to appoint the Manager as investment manager (as defined in section 3(38) of ERISA) and fiduciary (as defined in section 3(21) of ERISA) with respect to the portion of the Fund’s assets deemed to be assets of such Transferee. The Manager may in its sole discretion waive any or all of the conditions set forth in this Section 9.2, other than the conditions set forth in Section 9.2.6.

Conditions to Transfer. Any purported Transfer of a Share by an Investor pursuant to the terms of this Article 9 shall, in addition to requiring the prior written consent referred to in Section 9.1, be subject to the satisfaction of the following conditions: 9.2.1. the Investor that proposes to effect such Transfer (a “Transferor”) or the Person to whom such Transfer is to be made (a “Transferee”) shall have paid all expenses incurred by the Fund, the Manager Fund or the Manager in connection therewith (whether or not such proposed Transfer is consummated); 9.2.2. the Manager shall have been given at least 30 days’ prior written notice of the proposed Transfer; 9.2.3. the Fund shall have received from the Transferee and, in the case of clause (C) below, from the Transferor to the extent specified by the Manager, (A) such assignment agreement and other documents, instruments and certificates as may be reasonably requested by the Manager, pursuant to which such Transferee shall have agreed to be bound by this Agreement, including if requested a counterpart of this Agreement executed by or on behalf of such Transferee, (B) a certificate or representation to the effect that the representations set forth in the Subscription Agreement of such Transferor are (except as otherwise disclosed to and consented to by the Manager) true and correct with respect to such Transferee as of the date of such Transfer and (C) such other documents, opinions, instruments and certificates as the Manager shall have reasonably requested; 9.2.4. such Transferor or Transferee shall have delivered to the Fund the opinion of counsel, which counsel and opinion shall be reasonably satisfactory to the Manager, described in Section 9.3; 9.2.5. each of the Transferor and the Transferee shall have provided a certificate or representation to the effect that: (A) the proposed Transfer will not be effected on or through (1) a U.S. national, regional or local securities exchange, (2) a non U.S. securities exchange or (3) an interdealer quotation system that regularly disseminates firm buy or sell quotations by identified brokers or dealers, and (B) it is not, and its proposed Transfer or acquisition (as the case may be) will not be made by, through or on behalf of (1) a Person, such as a broker or a dealer, making a market in interests in the Fund or (2) a Person that makes available to the public bid or offer quotes with respect to interests in the Fund; 9.2.6. (A) such Transfer will not be made on a “secondary market or the substantial equivalent thereof” within the meaning of Section 1.7704-1 of the Regulations, unless: (i) such Transfer is disregarded in determining whether interests in the Fund are readily tradable on a secondary market or the substantial equivalent thereof under section Section 1.7704-1 of the Regulations (other than Section 1.7704-1(e)(1)(x) thereof), or (ii) the Fund satisfies the requirements of Section 1.7704-1(h) of the Regulations at all times during the taxable year of such Transfer, and (B) such Transfer will not be made on an “established securities market” within the meaning of Section 1.7704-1 of the Regulations; and 9.2.7. (A) such Transfer will not cause the Fund to constitute “plan assets” for purposes of ERISA, if the assets of the Fund are not considered by the Manager to be plan assets under ERISA at the time of Transfer, or (B) to the extent the assets of the Fund are considered by the Manager to be “plan assets” under the DOL Regulations at the time of Transfer, if requested by the Manager, any Transferee that is subject to ERISA has taken such action as is necessary, if any, to appoint the Manager as investment manager (as defined in section 3(38) of ERISA) and fiduciary (as defined in section 3(21) of ERISA) with respect to the portion of the Fund’s assets deemed to be assets of such Transferee. The Manager may in its sole discretion waive any or all of the conditions set forth in this Section 9.2, other than the conditions set forth in Section 9.2.6.

Conditions to Transfer. Any purported Transfer of by a Share by an Investor Member pursuant to the terms of this Article 9 Section 9.14 shall, in addition to requiring the prior written consent of the Company referred to in Section 9.19.14(a), be subject to the satisfaction of each of the following conditionsconditions unless such condition is waived by the Company in its sole discretion: 9.2.1. (i) the Investor Member that proposes to effect such Transfer (a “Transferor”) or the Person to whom such Transfer is to be made (a “Transferee”) shall have paid undertaken to pay all reasonable expenses incurred by the FundCompany, the Manager Company or the Manager any Company in connection therewith (whether or not such proposed Transfer is consummated)therewith; 9.2.2. (ii) the Manager Company shall have been given at least 30 thirty (30) days’ prior written notice of the proposed Transfer; 9.2.3. (iii) the Fund Company shall have received from the Transferee and, in the case of clause (C) below, from the Transferor to the extent specified by the ManagerCompany, (A) such assignment agreement and other documents, instruments and certificates as may be reasonably requested by the ManagerCompany, pursuant to which such Transferee shall have agreed to be bound by this Agreement, including including, if requested requested, a counterpart of this Agreement executed by or on behalf of such Transferee, (B) a certificate or representation to the effect that the representations set forth in the Subscription Agreement of such Transferor are (except as otherwise disclosed to and consented to by the ManagerCompany) true and correct with respect to such Transferee as of the date of such Transfer and (C) such other documents, opinions, instruments and certificates as the Manager Company shall have reasonably requested; 9.2.4. (iv) such Transferor or Transferee shall have delivered to the Fund Company the opinion of counsel, which opinion and counsel and opinion shall be reasonably satisfactory to the ManagerCompany, described in Section 9.39.14(c); 9.2.5. (v) each of the Transferor and the Transferee shall have provided a certificate or representation to the effect that: that (A) the proposed Transfer will not be effected on or through (1) a U.S. national, regional or local securities exchange, (2) a non non-U.S. securities exchange or (3) an interdealer quotation system that regularly disseminates firm buy or sell quotations by identified brokers or dealers, dealers and (B) it is not, and its proposed Transfer or acquisition (as the case may be) will not be made by, through or on behalf of of, (1) a Person, such as a broker or a dealer, making a market in interests in the Fund Company or (2) a Person that makes available to the public bid or offer quotes with respect to interests in the Fund;Company; and 9.2.6. (Avi) such Transfer will not be made effected on or through an “established securities market” or a “secondary market or the substantial equivalent thereof” within the meaning of Section 1.7704-1 of the Regulations’, unless: (i) as such Transfer is disregarded terms are used in determining whether interests in the Fund are readily tradable on a secondary market or the substantial equivalent thereof under section 1.7704-1 of the Regulations (other than Section 1.7704-1(e)(1)(x) thereof), or (ii) the Fund satisfies the requirements of Section 1.7704-1(h) of the Regulations at all times during the taxable year of such Transfer, and (B) such Transfer will not be made on an “established securities market” within the meaning of Section 1.7704-1 of the Treasury Regulations; and 9.2.7. (A) such Transfer will not cause the Fund to constitute “plan assets” for purposes of ERISA, if the assets of the Fund are not considered by the Manager to be plan assets under ERISA at the time of Transfer, or (B) to the extent the assets of the Fund are considered by the Manager to be “plan assets” under the DOL Regulations at the time of Transfer, if requested by the Manager, any Transferee that is subject to ERISA has taken such action as is necessary, if any, to appoint the Manager as investment manager (as defined in section 3(38) of ERISA) and fiduciary (as defined in section 3(21) of ERISA) with respect to the portion of the Fund’s assets deemed to be assets of such Transferee. The Manager Company may in its sole discretion waive any or all of the conditions set forth in this Section 9.29.14(b), other than clause (vi) of the preceding sentence, if the Company determines that such waiver is in the Company’s interests. The Company may impose such additional conditions set forth to Transfer as determined by the Company to be in Section 9.2.6the Company’s interests.

Conditions to Transfer. Any purported Transfer of by a Share by an Investor Limited Partner pursuant to the terms of this Article 9 X shall, in addition to requiring the prior written consent referred to in Section 9.110.1(a), be subject to the satisfaction of the following conditions: 9.2.1. (i) the Investor Limited Partner (or, in the event of a Transfer under Section 10.1(e), such Limited Partner's estate or legal representative) that proposes to effect such Transfer (a “Transferor”"TRANSFEROR") or the Person to whom such Transfer is to be made (a “Transferee”"TRANSFEREE") shall have paid pay or, in the sole discretion of the General Partner, undertake to pay, all expenses incurred by the Fund, the Manager Partnership or the Manager General Partner on behalf of the Partnership in connection therewith (whether or not such proposed Transfer is consummated)therewith; 9.2.2. (ii) the Manager Partnership shall have been given at least 30 days’ prior written notice of the proposed Transfer; 9.2.3. the Fund shall have received receive from the Transferee and, (and in the case of clause (C) below, from the Transferor to the extent specified by the Manager, General Partner) (A) such assignment agreement and other documents, instruments and - certificates as may be reasonably requested by the ManagerGeneral Partner, pursuant to which such Transferee shall have agreed to be become bound by this Agreement, including if requested including, without limitation, a counterpart of this Agreement executed by or on behalf of such Transferee, (B) a certificate or representation to the effect that the representations set forth in the - Subscription Agreement of such Transferor Transferee are (except as otherwise disclosed to and consented to by the ManagerGeneral Partner) true and correct with respect to such Transferee as of the date of such Transfer and (C) such other documents, opinions, instruments and certificates as the Manager General Partner shall have reasonably requestedrequest; 9.2.4. (iii) such Transferor or Transferee shall have delivered shall, prior to making any such Transfer, deliver to the Fund Partnership the opinion of counsel, which counsel and opinion shall be reasonably satisfactory to the Manager, described in Section 9.310.1(c); 9.2.5. each (iv) the General Partner shall be given at least 30 days' prior written notice of such desired Transfer; (v) the Transferor and the Transferee shall have provided each provide a certificate or representation to the effect that: that (A) the proposed Transfer will not be effected on or through (1) a U.S. national, regional or local securities exchange, (2) a non non-U.S. securities exchange or (3) an interdealer quotation system that regularly disseminates firm buy or sell quotations by identified brokers or dealersdealers (including, without limitation, NASDAQ or a foreign equivalent thereto) and (B) it is not, and its proposed Transfer or acquisition (as the case may be) will not be made by, through or on behalf of of, (1) a Person, such as a broker or a dealer, making a market in interests in the Fund Partnership or (2) a Person that who makes available to the public bid or offer quotes with respect to interests in the FundPartnership; 9.2.6. (Avi) such Transfer will not be made effected on or through an "established securities market" or a “"secondary market or the substantial equivalent thereof” within the meaning of Section 1.7704-1 of the Regulations", unless: (i) as such Transfer is disregarded terms are used in determining whether interests in the Fund are readily tradable on a secondary market or the substantial equivalent thereof under section 1.7704-1 of the Regulations (other than Section 1.7704-1(e)(1)(x) thereof), or (ii) the Fund satisfies the requirements of Section 1.7704-1(h) of the Regulations at all times during the taxable year of such Transfer, and (B) such Transfer will not be made on an “established securities market” within the meaning of Section 1.7704-1 of the Treasury Regulations; and 9.2.7. (A) such Transfer will not cause the Fund to constitute “plan assets” for purposes of ERISA, if the assets of the Fund are not considered by the Manager to be plan assets under ERISA at the time of Transfer, or (B) to the extent the assets of the Fund are considered by the Manager to be “plan assets” under the DOL Regulations at the time of Transfer, if requested by the Manager, any Transferee that is subject to ERISA has taken such action as is necessary, if any, to appoint the Manager as investment manager (as defined in section 3(38) of ERISA) and fiduciary (as defined in section 3(21) of ERISA) with respect to the portion of the Fund’s assets deemed to be assets of such Transferee. The Manager may in its sole discretion waive any or all of the conditions set forth in this Section 9.2, other than the conditions set forth in Section 9.2.6.

Conditions to Transfer. Any purported Transfer of by a Share by an Investor Limited Partner pursuant to the terms of this Article 9 X shall, in addition to requiring the prior written consent referred to in Section 9.110.1(a), be subject to the satisfaction of the following conditions: 9.2.1. (i) the Investor Limited Partner that proposes to effect such Transfer (a “Transferor”) or the Person to whom such Transfer is to be made (a “Transferee”) shall have paid undertaken to pay all reasonable expenses incurred by the FundPartnership, the Manager General Partner or the Manager in connection therewith (whether or not such proposed Transfer is consummated)therewith; 9.2.2. (ii) the Manager General Partner shall have been given at least 30 days’ prior written notice of the proposed Transfer; 9.2.3. (iii) the Fund Partnership shall have received from the Transferee and, in the case of clause (C) below, from the Transferor to the extent specified by the ManagerGeneral Partner, (A) such assignment agreement and other documents, instruments and certificates as may be reasonably requested by the ManagerGeneral Partner, pursuant to which such Transferee shall have agreed to be bound by this Agreement, including if requested a counterpart of this Agreement executed by or on behalf of such Transferee, (B) a certificate or representation to the effect that the representations set forth in the Subscription Agreement of such Transferor Section 12.3 hereof are (except as otherwise disclosed to and consented to by the ManagerGeneral Partner) true and correct with respect to such Transferee as of the date of such Transfer and (C) such other documents, opinions, instruments and certificates as the Manager General Partner shall have reasonably requested; 9.2.4. (iv) such Transferor or Transferee shall have delivered to the Fund Partnership the opinion of counsel, which counsel and opinion shall be reasonably satisfactory to the Manager, described in Section 9.310.1(c); 9.2.5. (v) each of the Transferor and the Transferee shall have provided a certificate or representation to the effect that: that (A) the proposed Transfer will not be effected on or through (1) a U.S. national, regional or local securities exchange, (2) a non non-U.S. securities exchange or (3) an interdealer quotation system that regularly disseminates firm buy or sell quotations by identified brokers or dealers, dealers and (B) it is not, and its proposed Transfer or acquisition (as the case may be) will not be made by, through or on behalf of of, (1) a Person, such as a broker or a dealer, making a market in interests in the Fund Partnership or (2) a Person that makes available to the public bid or offer quotes with respect to interests in the FundPartnership; 9.2.6. (Avi) such Transfer would not cause the Partnership’s assets to be deemed “plan assets” subject to ERISA or section 4975 of the Code; (vii) such Transfer will not be made effected on or through an “established securities market” or a “secondary market or the substantial equivalent thereof” ”, as such terms are used in section 1.7704 -1 of the Treasury Regulations; and (viii) such Transfer would not result in the Partnership at any time during its taxable year having more than 100 partners, within the meaning of Section 1.7704section l.7704-1 of the Regulations, unless: (i) such Transfer is disregarded in determining whether interests in the Fund are readily tradable on a secondary market or the substantial equivalent thereof under section 1.7704-1 of the Regulations (other than Section 1.7704-1(e)(1)(x) thereof), or (ii) the Fund satisfies the requirements of Section 1.7704-1(h1(h)(1)(ii) of the Treasury Regulations at all times during the taxable year of such Transfer, and (Btaking into account section 1.7704 -1(h)(3) such Transfer will not be made on an “established securities market” within the meaning of Section 1.7704-1 of the Treasury Regulations; and 9.2.7. (A) such Transfer will not cause the Fund to constitute “plan assets” for purposes of ERISA, if the assets of the Fund are not considered by the Manager to be plan assets under ERISA at the time of Transfer, or (B) to the extent the assets of the Fund are considered by the Manager to be “plan assets” under the DOL Regulations at the time of Transfer, if requested by the Manager, any Transferee that is subject to ERISA has taken such action as is necessary, if any, to appoint the Manager as investment manager (as defined in section 3(38) of ERISA) and fiduciary (as defined in section 3(21) of ERISA) with respect to the portion of the Fund’s assets deemed to be assets of such Transferee). The Manager General Partner may in its sole discretion waive any or all of the conditions set forth in this Section 9.210.1(b), other than clause (viii) of the conditions set forth preceding sentence, if the General Partner determines that such waiver is in Section 9.2.6the best interest of the Partnership.

Conditions to Transfer. Any purported Transfer of a Share by an Investor the Limited Partner pursuant to the terms of this Article 9 X shall, in addition to requiring the prior written consent referred to in Section 9.110.1, be subject to the satisfaction of the following conditions: 9.2.1. (a) the Investor Limited Partner that proposes to effect such Transfer (a “Transferor”) or the Person to whom such Transfer is to be made (a “Transferee”) shall have paid undertaken to pay all reasonable expenses incurred by the Fund, the Manager General Partner or the Manager in connection therewith (whether or not such proposed Transfer is consummated)therewith; 9.2.2. (b) the Manager General Partner shall have been given at least 30 days’ prior written notice of the proposed Transfer; 9.2.3. (c) the Fund shall have received from the Transferee and, in the case of clause (Ciii) below, from the Transferor to the extent specified by the ManagerGeneral Partner, (Ai) such assignment agreement and other documents, instruments and certificates as may be reasonably requested by the ManagerGeneral Partner, pursuant to which such Transferee shall have agreed to be bound by this Agreement, including including, if requested requested, a counterpart of this Agreement executed by or on behalf of such Transferee, (Bii) a certificate or representation to the effect that the representations set forth in the Subscription Agreement of such Transferor Section 12.3 are (except as otherwise disclosed to and consented to by the ManagerGeneral Partner) true and correct with respect to such Transferee as of the date of such Transfer and (Ciii) such other documents, opinions, instruments and certificates as the Manager General Partner shall have reasonably requested; 9.2.4. (d) such Transferor or Transferee shall have delivered to the Fund the opinion of counsel, which opinion and counsel and opinion shall be reasonably satisfactory to the ManagerGeneral Partner, described in Section 9.310.3; 9.2.5. (e) each of the Transferor and the Transferee shall have provided a certificate or representation to the effect that: that (Ai) the proposed Transfer will not be effected on or through (1A) a U.S. national, regional or local securities exchange, (2B) a non non-U.S. securities exchange or (3C) an interdealer quotation system that regularly disseminates firm buy or sell quotations by identified brokers or dealers, dealers and (Bii) it is not, and its proposed Transfer or acquisition (as the case may be) will not be made by, through or on behalf of of, (1A) a Person, such as a broker or a dealer, making a market in interests in the Fund or (2B) a Person that makes available to the public bid or offer quotes with respect to interests in the Fund; 9.2.6. (Af) such Transfer will not be made effected on or through an “established securities market” or a “secondary market or the substantial equivalent thereof” ’, as such terms are used in section 1.7704 -1 of the Treasury Regulations; and (g) such Transfer would not result in the Fund at any time during its taxable year having more than 100 partners, within the meaning of Section 1.7704-1 of the Regulations, unless: (i) such Transfer is disregarded in determining whether interests in the Fund are readily tradable on a secondary market or the substantial equivalent thereof under section 1.7704-1 of the Regulations (other than Section 1.7704-1(e)(1)(x) thereof), or (ii) the Fund satisfies the requirements of Section 1.7704-1(h1.7704 -1(h)(l)(ii) of the Treasury Regulations at all times during the taxable year of such Transfer, and (Btaking into account section 1.7704 -l(h)(3) such Transfer will not be made on an “established securities market” within the meaning of Section 1.7704-1 of the Treasury Regulations; and 9.2.7. (A) such Transfer will not cause the Fund to constitute “plan assets” for purposes of ERISA, if the assets of the Fund are not considered by the Manager to be plan assets under ERISA at the time of Transfer, or (B) to the extent the assets of the Fund are considered by the Manager to be “plan assets” under the DOL Regulations at the time of Transfer, if requested by the Manager, any Transferee that is subject to ERISA has taken such action as is necessary, if any, to appoint the Manager as investment manager (as defined in section 3(38) of ERISA) and fiduciary (as defined in section 3(21) of ERISA) with respect to the portion of the Fund’s assets deemed to be assets of such Transferee). The Manager General Partner may in its sole discretion waive any or all of the conditions set forth in this Section 9.210.2, other than clause (f) of the conditions set forth preceding sentence, if the General Partner determines that such waiver is in Section 9.2.6the best interest of the Fund.