General Restriction on Transfer. Except to the extent permitted by this Article VIII or as otherwise provided herein, no Partner may sell, assign, pledge, encumber or otherwise dispose of (collectively, “transfer”) all or any portion of its Partnership Interest, whether or not the transferee shall thereby, or as a result thereof, become or seek to become a Partner, without the express prior written consent of the other Partner which may be given or withheld in the sole discretion of such Partner. Any Partnership Interest validly transferred in accordance with the provisions of this Article VIII shall remain subject to all limitations and restrictions contained in this Agreement and any such transferee must so agree in writing as provided in Section 8.3.
General Restriction on Transfer. Except for transfers otherwise permitted by this Agreement or applicable law, Consultant agrees that it will not transfer any of the Securities.
General Restriction on Transfer. No Shareholder shall sell, transfer, encumber, pledge, will, or otherwise dispose of such Shareholder’s Shares, or allow such Shareholder’s Shares to pass under the intestate laws or by operation of law, except as provided in this Agreement. If any Shares or any rights therein are transferred contrary to this Agreement, Management Services retains a security interest in such Shares and in the proceeds of such disposition.
General Restriction on Transfer. Except for transfers otherwise permitted by this Agreement or applicable law, the Purchaser agrees that it will not transfer any of the Shares.
General Restriction on Transfer. Subject to the provisions of Sections 11.6 and 11.10, no Member may Transfer all or a portion of its/his Units unless (i) the Transfer is made in compliance with the provisions of Section 11.3 and 11.4, and (ii) the following conditions are satisfied:
(a) the transferor and the transferee reimburse the Company for all costs that the Company incurs in connection with such Transfer;
(b) the Transfer does not cause the Company to become a “publicly traded partnership” within the meaning of Code Section 7704(b) or otherwise become subject to income taxation as an association or corporation;
(c) the Transfer is registered under the Securities Act and any applicable state securities laws, or alternatively, counsel for the Company determines that such Transfer is exempt from applicable registration requirements or that such Transfer will not violate any applicable securities laws; and
(d) the transferor and the transferee agree to execute such documents and instruments as are necessary or appropriate in the discretion of the Management Committee to document and give effect to such Transfer.
General Restriction on Transfer. No Family Agreement Shareholder shall effect any sale, assignment, pledge, gift or other disposition, for consideration or otherwise, whether voluntary, involuntary, by will or intestacy, or by operation of law (a Transfer) of any Shares or any interest therein except in accordance with the provisions of this Agreement. A Transfer or attempt to effect a Transfer subject to the provisions of this Agreement shall be deemed to occur whenever any interest in any Shares is transferred or is attempted to be transferred, voluntarily, involuntarily or by operation of law, irrespective of whether any change in the record ownership of the Shares occurs. Any Transfer or attempted Transfer in violation of the Agreement (a Non-complying Transfer) shall not be recognized by the Company for any reason and shall be void.
General Restriction on Transfer. No Share or any interest therein shall be validly sold, assigned, awarded, pledged, encumbered, confirmed, or otherwise transferred, for consideration or otherwise, whether voluntarily, involuntarily, or by operation of law (collectively, a "Transfer"), except in accordance with the provisions of this Agreement. A purported transferee of a Transfer not made in accordance with the provisions of this Agreement shall not be recognized as a shareholder of the Company for any purpose whatsoever. A Transfer or attempt to effect a Transfer subject to the provisions of this Agreement shall be deemed to occur whenever any interest in any Share is transferred or is attempted to be transferred, voluntarily, involuntarily, or by operation of law, irrespective of whether any change in the record ownership of the Shares occurs.
General Restriction on Transfer. In the event that shares of the Class A Stock become listed on a national securities exchange or quoted in the National Market List of NASDAQ, then and in that event the provisions of Article VI shall cease to be operative, and Ken xxxll not, voluntarily or involuntarily, by operation of law or otherwise, sell, mortgage, pledge, hypothecate, assign as a security, grant or permit to exist or continue a security interest in, or in any 33 38 way transfer by gift, will, trust or intestate succession any of the Option Shares, except to a Permitted Transferee as provided in Section 12.2(a) or except as specifically provided in this Article VII. Any attempt by Ken xx do any of the aforementioned acts or otherwise to alienate or dispose of any Option Shares, except in accordance with this Agreement, shall be null and void.
General Restriction on Transfer. Except as expressly provided to the contrary in this Agreement, no Holder may assign, sell or otherwise transfer by operation of law or otherwise, any of its right, title or interest or any portion thereof of such Holder’s Units. Any purported or attempted assignment, sale or transfer of all or any part of a Holder’s Units made in violation of this Agreement shall be null and void.
General Restriction on Transfer. Except as otherwise provided in this Section 3 or in connection with a Public Sale, no Stockholder may pledge, mortgage or otherwise encumber any Shares, and no Stockholder may sell, transfer, assign or otherwise dispose of any interest in any Shares (any such pledging, mortgaging, encumbering, selling, transferring, assigning or disposition is hereinafter called a “Transfer”) except if such Stockholder (i) (A) demonstrates to the good faith satisfaction of the Company that the transferee is not a Restricted Transferee (as defined below) or (B) the Board waives the prohibition against Transfer of Shares to such Restricted Transferee by simple majority vote if the Board determines that allowing such Transfer will not harm the Company and (ii) has satisfied the provisions of Section 3 or 4. For purposes hereof, a “Restricted Transferee” shall be any Person that makes, sells, or distributes, or controls, is controlled by, or is under common control with, any Person that makes, sells, or distributes, devices anywhere in the world that provide mechanical support for an intact human heart or provide mechanical replacement for the pumping xxxxxxxx of a human heart Any Transfer made other than in compliance with this Section 3 shall be null and void.
