Common use of Limitation on Transfer; Right of First Refusal Clause in Contracts

Limitation on Transfer; Right of First Refusal. Any Limited Partner may transfer its Partnership Interest to an Affiliate thereof at any time without any consent or restriction from the General Partner or any other Limited Partner. Otherwise, there shall be no sale, exchange or other transfer or assignment of the whole or any portion of any Limited Partner's Interest without the prior written consent of the General Partner, which consent shall not be unreasonably withheld. In addition, before any Limited Partner sells, exchanges or transfers any part of its Partnership Interest to a non-Affiliate of such Limited Partner, it shall offer, by giving written notice to the General Partner, that interest to all of the other Partners for the price and on the terms at which such non-Affiliate has offered in writing to acquire such interest. The General Partner, in turn shall forward such notice to all other Limited Partners. Each Partner shall initially be entitled to purchase that fraction of the offering Partner's Interest equal to its Partnership Interest divided by the Partnership Interests of all non-selling Partners. If any Partner declines to exercise its right of purchase hereunder, the remaining Partner(s) electing to exercise that right shall be entitled to purchase that portion of the interest intended to be sold that has been declined by the other Partner(s) in amounts determined pursuant to reapplication of the principles set forth in this Section 11.1, excluding from consideration the Partnership Interests of the selling and declining Partners. Each non-selling Partner shall notify the General Partner and the selling Limited Partner, in writing, of its intention to exercise or not to exercise its purchase rights hereunder within thirty (30) days following receipt of the offer of sale. The General Partner shall promptly notify each Limited Partner of the elections by the other Limited Partners. Subsequent written notifications, if necessary, shall be required within ten (10) days after receipt by the Limited Partners which have not previously declined to exercise their rights of purchase, of their intentions with respect to that portion of the selling Limited Partner's Partnership Interest still subject to a right of purchase.

Limitation on Transfer; Right of First Refusal. Any Limited Partner Member may transfer sell, transfer, assign or exchange all or any part of its Partnership Company Interest to an Affiliate thereof at any time without any consent or restriction from the General Partner or any other Limited PartnerMembers. Otherwise, there shall be no sale, transfer, assignment or exchange or other transfer or assignment of the whole or any portion of any Limited Partner's Interest Member’s Interests without the prior written consent of the General Partnerother Members, which consent shall not be unreasonably withheld. In addition, before any Limited Partner Member sells, transfers, assigns or exchanges or transfers any part of its Partnership Interest Company Interests to a non-Affiliate of such Limited PartnerMember, it shall offer, by giving written notice to the General Partnerother Members, that interest Interest to all of the other Partners Members for the price value at which and on the terms at under which such non-Affiliate has offered pursuant to a bona-fide offer in writing to acquire pay for such interest. The General Partner, in turn shall forward such notice to all other Limited PartnersInterest. Each Partner Member shall initially be entitled to purchase that fraction of the offering Partner's Member’s Interest equal to its Partnership Interest Company Percentage divided by the Partnership Interests Company Percentages of all non-selling Partnersnonselling Members. If any Partner Member declines to exercise its right of purchase hereunder, the remaining Partner(s) other Members electing to exercise that right shall be entitled to purchase that portion of the interest Interest intended to be sold that has been declined by the other Partner(s) Member in amounts amount allowable determined pursuant to reapplication of the principles set forth in this Section 11.17, excluding from consideration the Partnership Company Interests of the selling and declining PartnersMembers. Each non-selling Partner nonselling Member shall notify the General Partner other Members and the selling Limited PartnerMember, in writing, of its intention to exercise or not to exercise its purchase rights hereunder within thirty (30) 30 days following receipt of the offer of sale. The General Partner shall promptly notify each Limited Partner of the elections by the other Limited Partners. Subsequent written notifications, if necessary, shall be required within ten (10) 10 days after receipt by the Limited Partners Members which have not previously declined to exercise exercises their rights of purchase, of their intentions with respect to that portion of the selling Limited Partner's Partnership Interest Member’s Company Interests still subject to a right of purchase. No portion of an interest offered under this Section 7 shall be permitted to be purchased by any Member pursuant to this Section 7 unless the entire Interest offered is purchased by one or more Members. For purposes of this Section 7, an assignment shall be deemed to have occurred if in a single transaction or in a series of transactions any interest in a Member (whether stock, partnership, interest of otherwise) is transferred, diluted, reduced or otherwise affected. An assignment shall not be deemed to have occurred (a) due to the transfer of any or all of the outstanding capital stock of any corporate entity holding an ownership interest in a Member; or (b) due to the mortgage of all or any part of a Company Interest to a bank or trust company licensed pursuant to any state or federal banking laws. In the event that any Member reasonably believes that an assignment of all or a portion of another Member’s Interest has occurred, such Member shall be entitled upon three days notice to such Member to inspect and copy the records of such Member relating to the ownership of such Member’s Interest. The intent of this Section 7 is to indicate the agreement of the Members that an assignment of all or a portion of a Member’s Interest will have occurred if all or a portion of the Member’s Interest is transferred to an entity which is not an Affiliate of the Member. Notwithstanding any provision to the contrary in this Section 7, an exchange pursuant to a withdrawal described in Section 8.1 with respect to the Membership Interest of a Member shall be governed solely by the provisions of Section 8 and not Section 7.

Limitation on Transfer; Right of First Refusal. Any Limited Partner may transfer its Partnership Interest to an Affiliate thereof at any time without any consent or restriction from the General Partner or any other Limited Partner. Otherwise, there shall be no sale, exchange or other transfer or assignment of the whole or any portion of any Limited Partner's ’s Interest without the prior written consent of the General Partner, which consent shall not be unreasonably withheld. In addition, before any Limited Partner sells, exchanges or transfers sells any part of its Partnership Interest to a non-Affiliate of such Limited Partner, it shall offer, by giving written notice to the General Partnerpartner, that interest to all of the other Partners for the price at which and on the terms at under which such non-Affiliate has offered in writing to acquire pay for such interest. The General Partner, in turn turn, shall forward such notice to all other Limited Partners. Each Partner shall initially be entitled to purchase that fraction of the offering Partner's Interest ’s interest equal to its Partnership Interest divided by the Partnership Interests of all non-selling Partners. If any Partner Partner(s) declines to exercise its right of purchase hereunder, the remaining Partner(s) other Partners electing to exercise that right shall be entitled to purchase that portion of the interest intended to be sold that has been declined by the other Partner(s) in amounts allocably determined pursuant to reapplication of the principles set forth in this Section 11.1, excluding from consideration the Partnership Interests of the selling and declining Partners. Each non-selling Partner shall notify the General Partner and the selling Limited Partner, in writing, of its intention to exercise or not to exercise its purchase rights hereunder within thirty (30) days following receipt of the offer of sale. The General Partner shall promptly notify each Limited Partner of the elections by the other Limited Partners. Subsequent written notifications, if necessary, shall be required within ten (10) days after receipt by the Limited Partners which have not previously declined to exercise their rights of purchase, of their intentions with respect to that portion of the selling Limited Partner's ’s Partnership Interest still subject to a right of purchase. No portion of an interest offered under this Section 11.1 shall be permitted to be purchased by any Partner pursuant to this Section 11.1 unless the entire interest offered is purchased by one or more Partners.

Limitation on Transfer; Right of First Refusal. Any Limited Partner may transfer Formatted: Font: Times New Roman, 8 pt Formatted: Tab stops: 3", Centered + 6", Right + Not at 0.73" its Partnership Interest to an Affiliate thereof at any time without any consent or restriction from the General Partner or any other Limited Partner. Otherwise, there shall be no sale, transfer, assignment or exchange or other transfer or assignment of the whole or any portion of any Limited Partner's Interest without the prior written consent of the General PartnerPartnership, which consent shall not be unreasonably withheld. In addition, before any Limited Partner sells, transfers, assigns or exchanges or transfers any part of its Partnership Interest to a non-Affiliate of such Limited Partner, it shall offer, by giving written notice to the General Partner, that interest to all of the other Partners for the price at which, and on the terms at which under which, such non-Affiliate has offered in writing to acquire such interestthe Interest pursuant to a bona- fide offer in writing. The General Partner, in turn turn, shall forward such notice to all other Limited Partners. Each Partner shall initially be entitled to purchase that fraction of the offering Partner's Interest Partners interest equal to its Partnership Percentage Interest divided by the Partnership Percentage Interests of all non-selling Partners. If any Partner Partner(s) declines to exercise its right of purchase hereunder, the remaining Partner(s) other Partners electing to exercise that right shall be entitled to purchase that portion of the interest intended to be sold that has been declined by the other Partner(s) in amounts allowably determined pursuant to reapplication of the principles set forth in this Section 11.1, excluding from consideration the Partnership Percentage Interests of the selling and declining Partners. Each non-selling Partner shall notify the General Partner and the selling Limited Partner, Partner in writing, of its intention to exercise or not to exercise its purchase rights hereunder within thirty (30) days following receipt of the offer of sale. The General Partner shall promptly notify each Limited Partner of the elections by the other Limited Partners. Subsequent written notifications, if necessary, shall be required within ten (10) days after receipt by the Limited Partners which have not previously declined to exercise their rights of purchase, of their intentions with respect to that portion of the selling Limited Partner's Partnership Interest still subject to a right of purchase. For purposes of this Article XI, an assignment shall not be deemed to have occurred (a) due to the transfer of any or all of the outstanding capital stock of any corporate Limited Partner through any recognized national securities exchange, (b) due to the mortgage of all or any part of a Partnership Interest to a bank or trust company licensed pursuant to any state or federal banking laws, or (c) due to the transfer to an Affiliate.

Limitation on Transfer; Right of First Refusal. Any Limited Partner may transfer its Partnership Interest to an Affiliate thereof at any time without any consent or restriction from the General Partner or any other Limited Partner. Otherwise, there shall be no sale, transfer, assignment or exchange or other transfer or assignment of the whole or any portion of any Limited Partner's ’s Interest without the prior written consent of the General PartnerPartnership, which consent shall not be unreasonably withheld. In addition, before any Limited Partner sells, transfers, assigns or exchanges or transfers any part of its Partnership Interest to a non-Affiliate of such Limited Partner, it shall offer, by giving written notice to the General Partner, that interest to all of the other Partners for the value price at which, and on the terms at which under which, such non-Affiliate has offered to acquire the Interest pursuant to a bona-fide offer in writing to acquire pay for such interest. The General Partner, in turn turn, shall forward such notice to all other Limited Partners. Each Partner shall initially be entitled to purchase that fraction of the offering Partner's Interest ’s interest equal to its Partnership Percentage Interest divided by the Partnership Percentage Interests of all non-selling Partners. If any Partner Partner(s) declines to exercise its right of purchase hereunder, the remaining Partner(s) other Partners electing to exercise that right shall be entitled to purchase that portion of the interest intended to be sold that has been declined by the other Partner(s) in amounts allowably determined pursuant to reapplication of the principles set forth in this Section 11.1, excluding from consideration the Partnership Percentage Interests of the selling and declining Partners. Each non-selling Partner shall notify the General Partner and the selling Limited Partner, in writing, of its intention to exercise or not to exercise its purchase rights hereunder within thirty (30) days following receipt of the offer of sale. The General Partner shall promptly notify each Limited Partner of the elections by the other Limited Partners. Subsequent written notifications, if necessary, shall be required within ten (10) days after receipt by the Limited Partners which have not previously declined to exercise their rights of purchase, of their intentions with respect to that portion of the selling Limited Partner's ’s Partnership Interest still subject to a right of purchase. For purposes of this Article XI, an assignment shall not be deemed to have occurred (i) due to the transfer of any or all of the outstanding capital stock of any corporate Limited Partner through any recognized national securities exchange, (ii) due to the mortgage of all or any part of a Partnership Interest to a bank or trust company licensed pursuant to any state or federal banking laws, or (iii) due to the transfer to an Affiliate.

Limitation on Transfer; Right of First Refusal. Any Limited Partner may transfer its Partnership Interest to an Affiliate thereof at any time without any consent or restriction from the General Partner or any other Limited Partner. Otherwise, there There shall be no sale, transfer, assignment or exchange or other transfer or assignment of the whole or any portion of any Limited the General Partner's ’s Interest without the prior written consent of the General PartnerLimited Partners as evidenced by the affirmative vote of Limited Partners holding a majority of the Percentage Interests held by Limited Partners, which consent shall not be unreasonably withheld. In addition, before any Limited the General Partner sells, transfers, assigns or exchanges or transfers any part of its Partnership Interest to a non-Affiliate of such Limited the General Partner, it shall offer, by giving written notice to the General PartnerLimited Partners, that interest to all of the other Limited Partners, that interest to all of the Limited Partners for the price at which, and on the terms at which under which, such non-Affiliate has offered in writing to acquire such interestthe Interest pursuant to a bona-fide offer in writing. The General Partner, in turn Partner shall forward such a notice to all other Limited PartnersPartners advising them of the offer and of the terms and conditions of the sale. Each Limited Partner shall initially be entitled to purchase that fraction of the offering General Partner's Interest ’s interest equal to its Partnership such Limited Partner’s Percentage Interest divided by the Partnership Percentage Interests of all non-selling Partners. If any Partner Limited Partner(s) declines to exercise its right of purchase hereunder, the remaining Partner(s) other Limited Partners electing to exercise that right shall be entitled to purchase that portion of the interest intended to be sold that has been declined by the other Limited Partner(s) in amounts allowably determined pursuant to reapplication of the principles set forth in this Section 11.1Section13.1, excluding from consideration the Partnership Percentage Interests of the selling and declining Partners. Each non-selling Partner shall notify the General Partner and the selling Limited Partner, in writing, of its intention to exercise or not to exercise its purchase rights hereunder within thirty (30) days following receipt of the offer of sale. The General Partner shall promptly notify each Limited Partner of the elections by the other Limited Partners. Subsequent written notifications, if necessary, shall be required within ten (10) days after receipt by the Limited Partners which have not previously declined to exercise their rights of purchase, of their intentions with respect to that portion of the selling Limited General Partner's ’s Partnership Interest still subject to a right of purchase.. The rights of first refusal must be exercised so as to acquire one hundred percent of the General Partner’s Interest. For purposes of this Section 13.1 Article XIII, an assignment shall not be deemed to have occurred (1) (a) due to the transfer of any or all of the outstanding capital stock of the any corporate General Partner through any recognized national securities exchange, (ii) (b) due to the mortgage of all or any part of a Partnership Interest to a bank or trust company licensed pursuant to any state or federal banking laws, or (iii) (c) due to the transfer to an Affiliate. If the Limited Partners decline to exercise their rights of first refusal in such a manner that they collectively acquire one hundred percent of the General Partner’s Interest, the General Partner may transfer or assign its interest as set forth in the notice and the Limited Partners xxxxxx vote to continue the business with the aforesaid assignee as the new General Partner. The Partners also hereby agree to amend this Agreement to reflect any such assignment or transfer. Any such transfer or assignment shall be subject to prior receipt of all required regulatory approvals. SECTION 13.2

Limitation on Transfer; Right of First Refusal. Any Limited Partner may transfer its Partnership Interest to an Affiliate thereof at any time without any consent or restriction from the General Partner or any other Limited Partner. Otherwise, there There shall be no sale, exchange or other transfer or assignment of the whole or any portion of any Limited Partner's ’s Partnership Interest without the prior written consent of the General Partner, which consent shall cannot be unreasonably withheld. In addition, before Before any Limited Partner Partner, other than USCOC or one of its Affiliates, sells, transfers, assigns or exchanges or transfers any part of its Limited Partnership Interest Interest, pursuant to a bona-fide offer in writing to a third party non-Affiliate of such Limited Partnerpartner, it shall offer, by giving written notice to the General Partner, that interest to all of the other Partners partners for the price and on the terms value at which and terms under which such non-Affiliate third party has offered in writing to acquire pay for such interest. The General Partner, in turn turn, shall within fifteen days after the receipt of such notice forward such notice to all other Limited Partnerspartners. Each Partner partner shall initially be entitled to purchase that fraction of the offering Partner's Interest partner’s interest equal to its the purchasing partner’s interest in the Partnership Interest divided by the Partnership Interests Interest of all non-selling Partnersnonselling partners. If any Partner partner(s) declines to exercise its right of purchase hereunder, the remaining Partner(s) other partners electing to exercise that right shall be entitled to purchase that portion of the interest intended to be sold that has been declined by the other Partner(spartner(s) in amounts allocably determined pursuant to reapplication of the principles set forth in this Section 11.110.1, excluding from consideration the Partnership Interests interest of the selling and declining Partnerspartners. Each non-selling Partner nonselling partner shall notify the General Partner and the selling Limited Partner, in writing, of its intention to exercise or not to exercise its purchase rights hereunder within thirty (30) days following receipt of the offer of sale. The General Partner shall promptly notify each Limited Partner partner of the elections by the other Limited Partnerspartners. Subsequent written notificationsnotification, if necessary, shall be required within ten (10) days after receipt by the Limited Partners partners which have not previously declined to exercise their rights of purchase, of their intentions with respect to that portion of the selling Limited Partner's Partnership Partners partnership Interest still subject to a right of purchase. No portion of an interest offered under this Section 10.1 shall be permitted to be purchased by any partner pursuant to this Section 10.1 unless the entire interest offered is purchased by one or more partners. Any attempted transfer, sale, assignment, or exchange in violation of these provisions shall be void and of no effect.

Limitation on Transfer; Right of First Refusal. Any Limited Partner may transfer its Partnership Interest to an Affiliate thereof at any time without any consent or restriction from the General Partner or any other Limited Partner. Otherwise, there There shall be no sale, exchange or other transfer or assignment of the whole or any portion of any Limited Partner's Interest without the prior written consent of the General Partnertransfer, which consent shall not Formatted: Font: Times New Roman, 8 pt Formatted: Tab stops: 3", Centered + 6", Right + Not at 0.73" be unreasonably withheld. In addition, before any Limited the General Partner sells, transfers, assigns or assignment or exchange of the whole or any portion of the General Partner's Interest without the prior consent of the Limited Partners as evidenced by the affirmative vote of Limited Partners holding a majority of the Percentage Interests held by Limited Partners, which consent shall not exchanges or transfers any part of its Partnership Interest to a non-Affiliate of such Limited the General Partner, it shall offer, by giving written notice to the General PartnerLimited Partners, that interest to all of the other Limited Partners for the price at which, and on the terms at which under which, such non-Affiliate has offered in writing to acquire such interestthe Interest pursuant to a bona-fide offer in writing. The General Partner, in turn Partner shall forward such a notice to all other Limited PartnersPartners advising them of the offer and of the terms and conditions of the sale. Each Limited Partner shall initially be entitled to purchase that fraction of the offering General Partner's Interest ’s interest equal to its Partnership such Limited Partner’s Percentage Interest divided by the Partnership Percentage Interests of all non-selling non- sel1ing Partners. If any Partner Limited Partner(s) declines to exercise its right of purchase hereunder, the remaining Partner(s) other Limited Partners electing to exercise that right shall be entitled to purchase that portion of the interest intended to be sold that has been declined by the other Limited Partner(s) in amounts allowably determined pursuant to reapplication of the principles set forth in this Section 11.113.1, excluding from consideration the Partnership Percentage Interests of the selling and declining Partners. Each non-selling Partner shall notify the General Partner and the selling Limited Partner, in writing, of its intention to exercise or not to exercise its purchase rights hereunder within thirty (30) days following receipt of the offer of sale. The General Partner shall promptly notify each Limited Partner of the elections by the other Limited Partners. Subsequent written notifications, if necessary, shall be required within ten (10) days after receipt by the Limited Partners which have not previously declined to exercise their rights of purchase, of their intentions with respect to that portion of the selling Limited General Partner's Partnership Interest still subject to a right of purchase. The rights of first refusal must be exercised so as to acquire one hundred percent of the General Partner’s Interest. Formatted: Font: Times New Roman, 8 pt Formatted: Tab stops: 3", Centered + 6", Right + Not at 0.73" through any recognized national securities exchange, (b) due to the mortgage of all or any part of For purposes of this Article XIII, an assignment shall not be deemed to have occurred (a) due to the transfer of any or all of the outstanding capital stock of any corporate General Partner a Partnership Interest to a bank or trust company licensed pursuant to any state or federal banking laws, or (c) due to the transfer to an Affiliate. If the Limited Partners decline to exercise their rights of first refusal in such a manner that they collectively acquire one hundred percent of the General Partner’s Interest, the General Partner may transfer or assign its interest as set forth in the notice and the Limited Partners xxxxxx vote to continue the business with the aforesaid assignee as the new General Partner. The Partners also hereby agree to amend this Agreement to reflect such assignment or transfer. Any such transfer or assignment shall be subject to prior receipt of all required regulatory approvals.