Further Restrictions on Transfers. Notwithstanding anything in this Agreement to the contrary, in addition to any other restrictions on a Transfer of an Interest, no Interest may be Transferred (a) without compliance with the Securities Act and any other applicable securities or “blue sky” laws, (b) if, in the determination of the Administrator, the Transfer could result in the Fund not being classified as a partnership for federal income tax purposes, (c) if, in the determination of the Administrator, the Transfer could cause the Fund to become subject to the Investment Company Act of 1940, as amended (the “Investment Company Act”) or (d) the transferee is a minor or incompetent, (e) such Transfer would cause the Fund to become a “publicly traded partnership,” as such term is defined in Sections 469(k)(2) or 7704(b) of the Code, or (f) such Transfer involves Interests being traded on an “established securities market” or a “secondary market or the substantial equivalent thereof” as those terms are defined in Treasury Regulations Section 1.7704-1 (in addition, such Transfers will not be “recognized,” as that term is defined in Treasury Regulations Section 1.7704-1(d)(2), by the Fund).
Appears in 3 contracts
Samples: Subscription Agreement, Subscription Agreement, Subscription Agreement
Further Restrictions on Transfers. Notwithstanding anything in this Agreement to the contrary, in addition to any other restrictions on a Transfer of an Interest, no Interest may be Transferred
Transferred (a) without compliance with the Securities Act and any other applicable securities or “blue sky” laws,
, (b) if, in the determination of the Administrator, the Transfer could result in the Fund not being classified as a partnership for federal income tax purposes, (c) if, in the determination of the Administrator, the Transfer could cause the Fund to become subject to the Investment Company Act of 1940, as amended (the “Investment Company Act”) or (d) the transferee is a minor or incompetent, (e) such Transfer would cause the Fund to become a “publicly traded partnership,” as such term is defined in Sections 469(k)(2) or 7704(b) of the Code, or (f) such Transfer involves Interests being traded on an “established securities market” or a “secondary market or the substantial equivalent thereof” as those terms are defined in Treasury Regulations Section 1.7704-1 (in addition, such Transfers will not be “recognized,” as that term is defined in Treasury Regulations Section 1.7704-1(d)(2), by the Fund).
Appears in 2 contracts
Samples: Subscription Agreement, Subscription Agreement