General Restrictions on Transfer. (i) The Subscriber may not Transfer its Capital Commitment. The Subscriber may not Transfer any of its Shares unless the Transfer is made in accordance with applicable securities laws and is otherwise in compliance with the transfer restrictions set forth in Appendix G. Each transferee must agree to be bound by these restrictions and all other obligations as an investor in the Company. (ii) The Subscriber acknowledges that the Subscriber is aware and understands that there are other substantial restrictions on the transferability of its Capital Commitment or Shares under this Subscription Agreement, the Charter and applicable law, including the fact that (A) there is no established market for the Shares and it is possible that no public market for the Shares will develop; (B) the Shares are not currently, and Stockholders have no rights to require that the Shares be, registered under the Securities Act or the securities laws of the various states or any non-U.S. jurisdiction and therefore cannot be Transferred unless subsequently registered or unless an exemption from such registration is available; and (C) the Subscriber may have to hold the Shares herein subscribed for and bear the economic risk of this investment indefinitely, and it may not be possible for the Subscriber to liquidate its investment in the Company.
Appears in 4 contracts
Samples: Subscription Agreement (Golub Capital Direct Lending Unlevered Corp), Subscription Agreement (Golub Capital Direct Lending Unlevered LLC), Subscription Agreement (Golub Capital Direct Lending Corp)
General Restrictions on Transfer. (i) The Subscriber may not Transfer its Capital Commitment. The Prior to any IPO or Exchange Listing (as such terms are defined in the Memorandum), the Subscriber may not Transfer any of its Shares unless the Transfer is made in accordance with applicable securities laws and is otherwise in compliance with the transfer restrictions set forth in Appendix G. D. Each transferee must agree to be bound by these restrictions and all other obligations as an investor in the CompanyFund.
(ii) The Subscriber acknowledges that the Subscriber is aware and understands that there are other substantial restrictions on the transferability of its Capital Commitment or Shares under this Subscription Agreement, the Charter LLC Agreement and applicable law, including the fact that (A) there is no established market for the Shares and it is possible the Fund expects that no public market for the Shares will develop; (B) the Shares are not currently, and Stockholders Shareholders have no rights to require that the Shares be, registered under the Securities Act or the securities laws of the various states or any non-U.S. jurisdiction and therefore cannot be Transferred unless subsequently registered or unless an exemption from such registration is available; and (C) the Subscriber may have to hold the Shares herein subscribed for and bear the economic risk of this investment indefinitely, and it may not be possible for the Subscriber to liquidate its investment in the CompanyFund.
Appears in 3 contracts
Samples: Subscription Agreement (Stepstone Private Credit Fund LLC), Subscription Agreement (Stepstone Private Credit Fund LLC), Subscription Agreement (Stepstone Private Credit Fund LLC)
General Restrictions on Transfer. (i) The Subscriber may not Transfer its Capital Commitment. The Prior to any IPO, the Subscriber may not Transfer any of its Shares unless the Transfer is made in accordance with applicable securities laws and is otherwise in compliance with the transfer restrictions set forth in Appendix G. Each transferee must agree to be bound by these restrictions and all other obligations as an investor in the Company. Following an IPO, the Subscriber shall be restricted from selling or disposing of its Shares by applicable securities laws, contractually by a lock-up agreement with the underwriters of the IPO, and pursuant to the terms of this Agreement.
(ii) The Subscriber acknowledges that the Subscriber is aware and understands that there are other substantial restrictions on the transferability of its Capital Commitment or Shares under this Subscription Agreement, the Charter and applicable law, including the fact that (A) there is no established market for the Shares and it is possible that no public market for the Shares will develop; (B) the Shares are not currently, and Stockholders have no rights to require that the Shares be, registered under the Securities Act or the securities laws of the various states or any non-U.S. jurisdiction and therefore cannot be Transferred unless subsequently registered or unless an exemption from such registration is available; and (C) the Subscriber may have to hold the Shares herein subscribed for and bear the economic risk of this investment indefinitely, and it may not be possible for the Subscriber to liquidate its investment in the Company.
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Samples: Subscription Agreement (Golub Capital Investment Corp)
General Restrictions on Transfer. (i) The Subscriber may not Transfer its Capital Commitment. The Prior to any Liquidity Event, the Subscriber may not Transfer any of its Shares unless the Transfer is made only in accordance with applicable securities laws and is otherwise in compliance with the transfer restrictions requirements set forth in Appendix G. Each transferee must agree to be bound by these restrictions the requirements set forth herein and in Appendix G and all other obligations as an investor in the Company.. Following an IPO or listing, the Subscriber shall be restricted from selling or disposing of its Shares by applicable securities laws, contractually by a lock-up agreement with the underwriters of the IPO, and subject to the requirements in Appendix G.
(ii) The Subscriber acknowledges that the Subscriber is aware and understands that there are other substantial restrictions on the transferability of its Capital Commitment or Shares under this Subscription Agreement, the Charter and applicable law, including the fact that (A) there is no established market for the Shares and it is possible that no public market for the Shares will develop; (B) the Shares are not currently, and Stockholders have no rights to require that the Shares be, registered under the Securities Act or the securities laws of the various states or any non-U.S. jurisdiction and therefore cannot be Transferred unless subsequently registered or unless an exemption from such registration is available; and (C) the Subscriber may have to hold the Shares herein subscribed for and bear the economic risk of this investment indefinitely, and it may not be possible for the Subscriber to liquidate its investment in the Company.
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General Restrictions on Transfer. (i) i. The Subscriber may not Transfer its Capital Commitment. The Subscriber may not Transfer Commitment and/or any of its Shares unless so long as the Transfer is made in accordance with applicable securities laws and is otherwise in compliance with the transfer restrictions set forth in Appendix G. C. Each transferee must agree to be bound by these restrictions and all other obligations as an investor in the CompanyFund.
(ii) . The Subscriber acknowledges that the Subscriber is aware and understands that there are other substantial restrictions on the transferability of its Capital Commitment or and/or Shares under this Subscription Agreement, the Charter Declaration of Trust and applicable law, including the fact that (A) there is no established market for the Shares and it is possible the Fund expects that no public market for the Shares will develop; (B) the Shares are not currently, and Stockholders Shareholders have no rights to require that the Shares be, registered under the Securities Act or the securities laws of the various states or any non-U.S. jurisdiction and therefore cannot be Transferred unless subsequently registered or unless an exemption from such registration is available; and (C) the Subscriber may have to hold the Shares herein subscribed for and bear the economic risk of this investment indefinitely, and it may not be possible for the Subscriber to liquidate its investment in the CompanyFund.
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General Restrictions on Transfer. (i) The Subscriber may not Transfer its Capital Commitment. The Subscriber may not Transfer any of its Shares unless the Transfer is made in accordance with applicable securities and other laws and is otherwise in compliance with the transfer restrictions set forth in Appendix G. H. Each transferee must agree to be bound by these restrictions and all other obligations as an investor in the Company.
(ii) The Subscriber acknowledges that the Subscriber is aware and understands that there are other substantial restrictions on the transferability of its Capital Commitment or Shares under this Subscription Agreement, the Charter and applicable law, including the fact that (A) there is no established market for the Shares and it is possible the Company expects that no public market for the Shares will develop; (B) the Shares are not currently, and Stockholders have no rights to require that the Shares be, registered under the Securities Act or the securities laws of the various states or any non-U.S. jurisdiction and therefore cannot be Transferred unless subsequently registered or unless an exemption from such registration is available; and (C) the Subscriber may have to hold the Shares herein subscribed for and bear the economic risk of this investment indefinitely, and it may not be possible for the Subscriber to liquidate its investment in the Company.
Appears in 1 contract
Samples: Subscription Agreement (Barings Private Credit Corp)
General Restrictions on Transfer. (i) The Subscriber may not Transfer its Capital Commitment. The Subscriber may not Transfer Commitment and/or any of its Shares unless so long as the Transfer is made in accordance with applicable securities laws and is otherwise in compliance with the transfer restrictions set forth in Appendix G. C. Each transferee must agree to be bound by these restrictions and all other obligations as an investor in the CompanyFund.
(ii) The Subscriber acknowledges that the Subscriber is aware and understands that there are other substantial restrictions on the transferability of its Capital Commitment or and/or Shares under this Subscription Agreement, the Charter Declaration of Trust and applicable law, including the fact that (A) there is no established market for the Shares and it is possible the Fund expects that no public market for the Shares will develop; (B) the Shares are not currently, and Stockholders Shareholders have no rights to require that the Shares be, registered under the Securities Act or the securities laws of the various states or any non-U.S. jurisdiction and therefore cannot be Transferred unless subsequently registered or unless an exemption from such registration is available; and (C) the Subscriber may have to hold the Shares herein subscribed for and bear the economic risk of this investment indefinitely, and it may not be possible for the Subscriber to liquidate its investment in the CompanyFund.
Appears in 1 contract
Samples: Subscription Agreement (KKR FS Income Trust Select)
General Restrictions on Transfer. (i) The Subscriber may not Transfer its Capital Commitment. The Prior to any Liquidity Event, the Subscriber may not Transfer any of its Shares unless the Transfer is made in accordance with applicable securities laws and is otherwise in compliance with the transfer restrictions set forth in Appendix G. Each transferee must agree to be bound by these restrictions and all other obligations as an investor in the Company. Following an IPO or listing, the Subscriber shall be restricted from selling or disposing of its Shares by applicable securities laws, contractually by a lock-up agreement with the underwriters of the IPO, and pursuant to the terms of this Agreement.
(ii) The Subscriber acknowledges that the Subscriber is aware and understands that there are other substantial restrictions on the transferability of its Capital Commitment or Shares under this Subscription Agreement, the Charter and applicable law, including the fact that (A) there is no established market for the Shares and it is possible that no public market for the Shares will develop; (B) the Shares are not currently, and Stockholders have no rights to require that the Shares be, registered under the Securities Act or the securities laws of the various states or any non-U.S. jurisdiction and therefore cannot be Transferred unless subsequently registered or unless an exemption from such registration is available; and (C) the Subscriber may have to hold the Shares herein subscribed for and bear the economic risk of this investment indefinitely, and it may not be possible for the Subscriber to liquidate its investment in the Company.
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General Restrictions on Transfer. (i) The Prior to any Liquidity Event (as such term is defined in the Memorandum), the Subscriber may not Transfer its Capital Commitment. The Subscriber may not Transfer Commitment and/or any of its Shares without the Company’s prior written consent and unless the Transfer is made in accordance with applicable securities laws and is otherwise in compliance with the transfer restrictions set forth in Appendix G. D. Each transferee must agree to be bound by these restrictions and all other obligations as an investor in the Company, including any lockup for Members agreed to by the Company with its underwriters in connection with a Liquidity Event.
(ii) The Subscriber acknowledges that the Subscriber is aware and understands that there are other substantial restrictions on the transferability of its Capital Commitment or and/or Shares under this Subscription Agreement, the Charter LLC Agreement and applicable law, including the fact that (A) there is no established market for the Shares and it is possible the Company expects that no public market for the Shares will develop; (B) the Shares are not currently, and Stockholders Members have no rights to require that the Shares be, registered under the Securities Act or the securities laws of the various states or any non-U.S. jurisdiction and therefore cannot be Transferred unless subsequently registered or unless an exemption from such registration is available; and (C) the Subscriber may have to hold the Shares herein subscribed for and bear the economic risk of this investment indefinitely, and it may not be possible for the Subscriber to liquidate its investment in the Company.
Appears in 1 contract
Samples: Subscription Agreement (Andalusian Credit Company, LLC)
General Restrictions on Transfer. (i) The Subscriber may not Transfer its Capital Commitment. The Subscriber may not Transfer Shares (or any of its Shares unless portion thereof) so long as the Transfer is made in accordance with applicable securities laws and is otherwise in compliance with the transfer restrictions set forth in Appendix G. Each transferee must agree to be bound by these restrictions and all other obligations as an investor in the CompanyFund.
(ii) The Subscriber acknowledges that the Subscriber is aware and understands that there are other substantial restrictions on the transferability of its Capital Commitment or Shares under this Subscription Agreement, the Charter Declaration of Trust and applicable law, including the fact that (A) there is no established market for the Shares and it is possible the Fund expects that no public market for the Shares will develop; (B) the Shares are not currently, and Stockholders Shareholders have no rights to require that the Shares be, registered under the Securities Act or the securities laws of the various states or any non-U.S. jurisdiction and therefore cannot be Transferred unless subsequently registered or unless an exemption from such registration is available; and (C) the Subscriber may have to hold the Shares herein subscribed for and bear the economic risk of this investment indefinitely, and it may not be possible for the Subscriber to liquidate its investment in the CompanyFund.
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