Further Restrictions on Transfer. Notwithstanding the other provisions of this Article X, no transfer of the Partnership Interests of any Partner in the Partnership shall be made if such transfer (a) would violate the then applicable Federal and state securities laws or rules and regulations of the Commission, any state securities commission or any other governmental authorities with jurisdiction over such transfer, (b) would result in the Partnership (i) being treated as a corporation for Federal income tax purposes (including Section 7704 of the Code) or (ii) without the consent of each other Partner being terminated under Section 708(b) of the Code, unless, in the case of a termination under Section 708(b) of the Code, such termination would not result in a tax termination of the Target Partnership or have a material adverse effect on any non-transferring Partner's present or future amount of Partnership taxable income or loss with respect to its Partnership Interest (also taking into account any recapture of credits) as compared to its present or future amount of Partnership taxable income or loss if there had not been such a termination or (c) would affect the Partnership's existence or qualification as a partnership under the laws of the State of Illinois.
Appears in 9 contracts
Samples: Walton Street Capital Acquisition Co LLC, Walton Street Capital Acquisition Co LLC, Walton Street Capital Acquisition Co LLC
