General Restriction on Transfers Clause Samples

General Restriction on Transfers. Subject to Section 6.2 and unless otherwise set forth in this Agreement, Membership Interests (or any portion thereof) may not be the subject of a Transfer, directly or indirectly, voluntarily or involuntarily, without the prior written consent of all of the Members. Notwithstanding the foregoing, no Member shall have the right to effectuate any Transfer if, as a result thereof, the Company would be in breach of its contractual obligations to any third parties (including without limitation, third party lenders).

General Restriction on Transfers. The Shareholders agree and undertake that, except as may be agreed between them pursuant to the provisions of clause 9.8, no Transfer of any of their Shares or Shareholder Loans may be made or registered (or purport to be made or registered) at any time after the date hereof, save as provided for in this clause 9 and subject always to compliance with the Transfer Terms.

General Restriction on Transfers. Except as otherwise expressly provided in this Agreement, no Member may Transfer (as hereinafter defined), whether voluntarily or involuntarily, any portion of such Member’s Membership Units without the prior written consent of all of the other Members. For purposes of this Agreement, a “Transfer” includes, but is not limited to, any voluntary or involuntary sale, assignment, gift, exchange, hypothecation, collateral assignment, pledge, transfer or subjection to any security interest.

General Restriction on Transfers. In addition to the other restrictions on Transfer contained in this Article VIII, no Member or Assignee who is or was an officer, Director or employee of the Company or any of its direct or indirect subsidiaries (other than such an officer, Director or employee who ceases to be such as a result of death or disability or termination without “Cause,” or upon his voluntary termination with “Good Reason,” as those terms are defined in any applicable employment or similar agreement) shall, directly or indirectly, Transfer (or create or suffer to exist any Encumbrance against) all or any portion of that Member’s or Assignee’s Interest, other than a Permitted Transfer or a Transfer pursuant to Section 5.10(b), 8.8, 8.9 or 8.10, except with the advance Approval of the Board. Such Approval may specify the rights and obligations the transferee shall have, including whether the proposed transferee is to be admitted as a Substituted Member or an Assignee; provided, however, that if the Approval does not specify otherwise, the transferee shall be admitted as a Substituted Member. The grant or denial of the Board’s Approval for a proposed Transfer or Encumbrance under this Section 8.1(a) may be made in the Board’s sole and absolute discretion.

General Restriction on Transfers. (a) A Unitholder may not Transfer all or any portion of the Interests, including the Common Units, of such Unitholder without the consent of the Manager, which consent may be withheld in its sole discretion, except for Transfers otherwise specifically authorized in accordance with the provisions of this Article IX. Any such Transfer in violation of this Article IX shall be null and void as against the Company. No Unitholder shall withdraw from the Company except in accordance with a Transfer permitted pursuant to this Article IX. (b) A Unitholder shall be permitted to Transfer Units in accordance with the Exchange Agreement. (c) Without limiting the generality of Section 9.01(a) hereof, it is expressly understood and agreed that the Manager will not consent to any Transfer of all or a portion of any Interest pursuant to Section 9.01(a) above unless such Transfer meets the following conditions (as reasonably determined by the Manager acting in good faith): the Transfer would not (A) cause the Company to be treated as an association taxable as a corporation or treated as a “publicly traded partnership” taxable as a corporation for U.S. federal tax purposes or otherwise cause material and adverse tax consequences to the Company or any Subsidiary thereof, (B) constitute a violation of any U.S. federal or state securities or blue sky Laws or a violation of the conditions to any exemption from registration of the Interests under any such Laws or a breach of any undertaking or agreement of a Unitholder entered into pursuant to such Laws or in connection with obtaining an exemption thereunder, and the Company shall not (unless otherwise determined by the Manager), transfer upon its books any Interests unless the Unitholder whose Interest is subject to the Transfer delivers to the Company, at the request of the Manager, an opinion of counsel in form and substance reasonably satisfactory to the Company that such transaction is in compliance with this Section 9.01(c), (C) constitute a violation of any other Law applicable to the Company or any of its Subsidiaries that would have a material adverse effect on the Company and its Subsidiaries, (D) be to a Person which (or any of the beneficial owners of which) is a Prohibited Person, (E) result in material and adverse consequences to the Company and its Subsidiaries from a regulatory perspective (as reasonably determined by the Manager acting in good faith), (F) cause any amounts to become due pursuant to, or cause a br...

General Restriction on Transfers. (a) Each of the Shareholders agrees that such Shareholder will not in any way sell, transfer, pledge, encumber, assign or otherwise dispose of any of such Shareholder's Shares, or any right or interest therein, whether voluntarily or involuntarily or by operation of law (each of the foregoing transactions is hereinafter referred to as a "Disposition"), except in accordance with the terms of this Agreement, the Note Purchase Agreement or any instrument governing the terms of the Series A Preferred Stock or Common Stock. (b) In addition to the restrictions on transfer set forth in Section 1.1(a), during the term of this Agreement, none of the Shares may be transferred unless either (i) such Shares are registered under the Securities Act of 1933, as amended (the "Securities Act"), and registered or qualified under any other applicable securities statute, or (ii) the Company has received an opinion of counsel, in form and substance reasonably satisfactory to the Company, that such shares may be transferred in compliance with the Securities Act and any other securities statute without such registration or qualification.

General Restriction on Transfers. Subject to the provisions of Section 9.2 hereof no Member may directly or indirectly through the transfer of interest in controlled affiliates or otherwise, sell, convey, assign, transfer, pledge, grant a security interest in or otherwise dispose of in whole or in part (each, a "Transfer") its Company Interest without the express written consent of the other Member; provided, however, that a Member may assign its Company Interest to an affiliate (a "Permitted Transferee") without the consent of the other Member if such Permitted Transferee agrees to be bound by all of the provisions of this Agreement. Any Transfer or purported Transfer in violation of this Agreement shall be null and void.

General Restriction on Transfers. No Member shall Transfer any or all of his Interest without the consent of a Majority-in-Interest.

General Restriction on Transfers. Except to the extent otherwise explicitly provided in this Section 12 or Section 17.1, no Investor shall Transfer (or create or suffer to exist any Encumbrance against) all or any portion of that Investor’s Interest, except with the advance approval of all Investors. Such approval may specify the rights and obligations the transferee shall have, including whether the proposed transferee is to be admitted as a full substituted Investor. The grant or denial of an Investor’s approval for a proposed Transfer or Encumbrance may be made in such Investor’s sole and absolute discretion.