Common use of Nontransferability of Shares Clause in Contracts

Nontransferability of Shares. In no event shall a Shareholder or the legal representative of such Shareholder's estate transfer, sell, alienate, pledge, encumber, assign or otherwise dispose of all or any part of such Shareholder's Shares or any interest therein whether voluntarily, involuntarily, by operation of law, at judicial sale or otherwise, without the prior written consent of the Manager, which consent may be withheld in its sole discretion for any reason or for no reason; provided, however, that upon the death of a Shareholder the interest in such Shareholder's Shares may be transferred by operation of law to his estate, and provided further that, in the absence of the foregoing written consent of the Manager, such estate will be entitled only to the deceased Shareholder's economic interest in the profits, losses and capital of the Fund but will not be entitled to the prior right of the deceased Shareholder to give consents when required by this Agreement (or otherwise participate in decisions made on behalf of the Fund) or to be admitted to the Fund as a substituted Shareholder. In no event shall a Shareholder transfer, sell, alienate, pledge or otherwise encumber, assign or dispose of all or any part of his Shares unless counsel for the Fund shall have rendered an opinion (unless the delivery of an opinion shall have been waived by the Manager) (i) that such transaction would not violate the Securities Act or applicable state securities or blue sky laws (including investor qualification standards); and (ii) that the Fund will not as a result thereof (A) be considered to be terminated pursuant to Section 708 of the Code, (B) be classified as an association or a publicly traded partnership taxable as a corporation, or (C) be required to register under the 1940 Act, as then in effect. No Shareholder shall be permitted to sell, assign, transfer, alienate or dispose of such Shareholder's Shares to a minor or incompetent Person, unless in trust for the benefit of such Person. Any Person desiring to consummate a transfer or other disposition of Shares shall execute and deliver to the Fund such instruments, agreements and other documents as the Manager may require. Any Person desiring to become a substituted Shareholder shall execute and deliver to the Fund such representations, instruments, agreements, powers of attorney and other documents, including an agreement to be bound by this Agreement, as the Manager may deem necessary or desirable to effect such substitution. Provided the written consent of the Manager has been obtained, any transferee Shareholder shall be substituted as a Shareholder and shall succeed to all of the rights, privileges, restrictions, obligations and liabilities of the transferor Shareholder. Each Shareholder, by acquiring Shares of the Fund, consents to the admission of any substituted Shareholder pursuant to the terms of this Section 4.7. If any transfer of Shares pursuant to this Section 4.7 (other than a transfer to other Shareholders) shall result in multiple ownership of any Shareholder's interest in the Fund, the Manager may require that one or more trustees or nominees be designated as representing a portion of or the entire interest transferred for the purpose of receiving all notices that may be given and all payments that may be made under this Agreement and for the purpose of exercising all rights and privileges that the transferor as a Shareholder had pursuant to the provisions of this Agreement. Every transfer or other disposition of Shares shall be subject to all terms, conditions, restrictions and obligations of this Agreement. Each of the Shareholders agrees not to make any transfer or other disposition of Shares except as permitted by the provisions of this Section 4.7, and any act by any Shareholder in violation of this Section 4.7 shall be null and void ab initio. The transferee of Shares shall bear all of the Fund's expenses incurred in connection with any transfer, including, without limitation, reasonable attorneys fees. The Manager may impose additional restrictions on transfers or redemptions of Shares in order to ensure that the Fund (i) will be an exempted issuer described in Section 3(c)(1) or 3(c)(7)(A) of the 1940 Act, (ii) will not be classified as or an association or a publicly traded partnership subject to tax as a corporation or (iii) will not be required to register under the 1940 Act.

Nontransferability of Shares. In no event shall a Shareholder or the legal representative of such Shareholder's estate transfer, sell, alienate, pledge, encumber, assign or otherwise dispose of all or any part of such Shareholder's Shares or any interest therein whether voluntarily, involuntarily, by operation of law, at judicial sale or otherwise, without the prior written consent of the Manager, which consent may be withheld in its sole discretion for any reason or for no reason; provided, however, that upon the death of a Shareholder the interest in such Shareholder's Shares may be transferred by operation of law to his estate, and provided further that, in the absence of the foregoing written consent of the Manager, such estate will be entitled only to the deceased Shareholder's economic interest in the profits, losses and capital of the Fund but will not be entitled to the prior right of the deceased Shareholder to give consents when required by this Agreement or by the Memorandum (or otherwise participate in decisions made on behalf of the Fund) or to be admitted to the Fund as a substituted Shareholder. In no event shall a Shareholder transfer, sell, alienate, pledge or otherwise encumber, assign or dispose of all or any part of his Shares unless counsel for the Fund shall have rendered an opinion (unless the delivery of an opinion shall have been waived by the Manager) (i) that such transaction would not violate the Securities Act or applicable state securities or blue sky laws (including investor qualification standards); and (ii) that the Fund will not as a result thereof (A) be considered to be terminated pursuant to Section 708 of the Code, (B) be classified as an association or a publicly traded partnership taxable as a corporation, or (C) be required to register under the 1940 Act, as then in effect. No Shareholder shall be permitted to sell, assign, transfer, alienate or dispose of such Shareholder's Shares to a minor or incompetent Person, unless in trust for the benefit of such Person. Any Person desiring to consummate a transfer or other disposition of Shares shall execute and deliver to the Fund such instruments, agreements and other documents as the Manager may require. Any Person desiring to become a substituted Shareholder shall execute and deliver to the Fund such representations, instruments, agreements, powers of attorney and other documents, including an agreement to be bound by this Agreement, as the Manager may deem necessary or desirable to effect such substitution. Provided the written consent of the Manager has been obtained, any transferee Shareholder shall be substituted as a Shareholder and shall succeed to all of the rights, privileges, restrictions, obligations and liabilities of the transferor Shareholder. Each Shareholder, by acquiring Shares of the Fund, consents to the admission of any substituted Shareholder pursuant to the terms of this Section 4.7. If any transfer of Shares pursuant to this Section 4.7 (other than a transfer to other Shareholders) shall result in multiple ownership of any Shareholder's interest in the Fund, the Manager may require that one or more trustees or nominees be designated as representing a portion of or the entire interest transferred for the purpose of receiving all notices that which may be given and all payments that which may be made under this Agreement and for the purpose of exercising all rights and privileges that which the transferor as a Shareholder had pursuant to the provisions of this Agreement. Every transfer or other disposition of Shares shall be subject to all terms, conditions, restrictions and obligations of this Agreement. Each of the Shareholders agrees not to make any transfer or other disposition of Shares except as permitted by the provisions of this Section 4.7, and any act by any Shareholder in violation of this Section 4.7 shall be null and void ab initio. The transferee of Shares shall bear all of the Fund's expenses incurred in connection with any transfer, including, without limitation, reasonable attorneys fees. The Manager may impose additional restrictions on transfers or redemptions of Shares in order to ensure that the Fund (i) will be an exempted issuer described in Section 3(c)(1) or 3(c)(7)(A) of the 1940 Act, (ii) will not be classified as or an association or a publicly traded partnership subject to tax as a corporation or (iii) will not be required to register under the 1940 Act.

Nontransferability of Shares. In no event shall a Shareholder or the legal representative of such Shareholder's estate transfer, sell, alienate, pledge, encumber, assign or otherwise dispose of all The Optionee (or any part of such Shareholder's Shares or any interest therein whether voluntarily, involuntarily, by operation of law, at judicial sale or otherwise, without the prior written consent of the Manager, which consent may be withheld in its sole discretion for any reason or for no reason; provided, however, that upon the death of a Shareholder the interest in such Shareholder's Shares may be transferred by operation of law to his estate, and provided further that, in the absence of the foregoing written consent of the Manager, such estate will be entitled only to the deceased Shareholder's economic interest in the profits, losses and capital of the Fund but will not be other person who is entitled to the prior right of the deceased Shareholder to give consents when required by this Agreement (or otherwise participate in decisions made on behalf of the Fund) or to be admitted to the Fund as a substituted Shareholder. In no event shall a Shareholder transfer, sell, alienate, pledge or otherwise encumber, assign or dispose of all or any part of his Shares unless counsel for the Fund shall have rendered exercise an opinion (unless the delivery of an opinion shall have been waived by the Manager) (i) that such transaction would not violate the Securities Act or applicable state securities or blue sky laws (including investor qualification standards); and (ii) that the Fund will not as a result thereof (A) be considered to be terminated pursuant to Section 708 of the Code, (B) be classified as an association or a publicly traded partnership taxable as a corporation, or (C) be required to register under the 1940 Act, as then in effect. No Shareholder shall be permitted to sell, assign, transfer, alienate or dispose of such Shareholder's Shares to a minor or incompetent Person, unless in trust for the benefit of such Person. Any Person desiring to consummate a transfer or other disposition of Shares shall execute and deliver to the Fund such instruments, agreements and other documents as the Manager may require. Any Person desiring to become a substituted Shareholder shall execute and deliver to the Fund such representations, instruments, agreements, powers of attorney and other documents, including an agreement to be bound by this Agreement, as the Manager may deem necessary or desirable to effect such substitution. Provided the written consent of the Manager has been obtained, any transferee Shareholder shall be substituted as a Shareholder and shall succeed to all of the rights, privileges, restrictions, obligations and liabilities of the transferor Shareholder. Each Shareholder, by acquiring Shares of the Fund, consents to the admission of any substituted Shareholder Option pursuant to the terms of the Plan and this Section 4.7. If any transfer of Shares pursuant to this Section 4.7 (other than a transfer to other ShareholdersOption Agreement) shall result in multiple ownership not sell, pledge, assign, gift, transfer or otherwise dispose of any Shareholder's interest in the Fund, the Manager may require that one or more trustees or nominees be designated as representing a portion shares of or the entire interest transferred for the purpose of receiving all notices that may be given and all payments that may be made under this Agreement and for the purpose of exercising all rights and privileges that the transferor as a Shareholder had Stock acquired pursuant to the provisions of this AgreementOption to anyone without first offering such Stock to the Corporation for purchase on the same terms and conditions as those offered to the proposed transferee. Every Any individual who proposes such a transfer or other disposition of Shares (the "Transferor") shall be subject to all termsnotify the Corporation, conditionsin writing, restrictions and obligations of this Agreement. Each of the Shareholders agrees not to make any transfer or other disposition identity of Shares except as permitted by the provisions proposed transferee and the terms and conditions of this Section 4.7, and any act by any Shareholder in violation of this Section 4.7 shall be null and void ab initiosuch proposed transfer. The transferee Corporation may exercise its right of Shares shall bear all first refusal under this Subsection within 90 days after receiving such notice of the Fund's expenses incurred in connection with any proposed transfer, including, without limitation, reasonable attorneys fees. The Manager Corporation may impose additional restrictions on transfers assign its right of first refusal under this Subsection, in whole or redemptions in part, to (1) any stockholder of Shares in order to ensure that the Fund Corporation who owns stock or securities of the Corporation (ia "Stockholder"), (2) will be an exempted issuer described in any employee benefit plan (within the meaning of Section 3(c)(1) or 3(c)(7)(A3(3) of the 1940 ActEmployee Retirement Income Security Act of 1974, (iias amended) will not be classified as or an association maintained by the Corporation or a publicly traded partnership subject Subsidiary for the benefit of employees of the Corporation or a Subsidiary (a "Benefit Plan"), or (3) any corporation or other trade or business that is controlled by or under common control with the Corporation (determined in accordance with the principles of Section 414(b) and Section 414(c) of the Code and the regulations thereunder) (an "Affiliate"). The Corporation shall give reasonable written notice to tax the Transferor of any such assignment of its rights. If the Corporation (or its permitted assignee) fails to exercise such right of first refusal during this 90-day period, the Transferor may proceed with the proposed transfer at any time within the next 45 days, and if he does not do so, the restrictions of this Subsection shall re-apply. These restrictions also shall re-apply to any person to whom Stock that was originally acquired pursuant to an Option is sold, pledged, assigned, bequeathed, gifted, transferred or otherwise disposed of without regard to the number of such subsequent transferees or the manner in which they acquire the Stock. Notwithstanding the foregoing, the restrictions of this Subsection shall not apply to a transfer of Stock that occurs as a corporation result of the death of the Transferor or (iii) will not be required of any subsequent transferee but such restrictions shall apply to register under the 1940 Actexecutor, administrator or personal representative, the estate and the legatees, beneficiaries and assigns thereof.

Nontransferability of Shares. In no event shall a Shareholder or the legal representative of such Shareholder's estate transfer, sell, alienate, pledge, encumber, assign or otherwise dispose of all An Optionee (or any part of such Shareholder's Shares or any interest therein whether voluntarily, involuntarily, by operation of law, at judicial sale or otherwise, without the prior written consent of the Manager, which consent may be withheld in its sole discretion for any reason or for no reason; provided, however, that upon the death of a Shareholder the interest in such Shareholder's Shares may be transferred by operation of law to his estate, and provided further that, in the absence of the foregoing written consent of the Manager, such estate will be entitled only to the deceased Shareholder's economic interest in the profits, losses and capital of the Fund but will not be other person who is entitled to the prior right of the deceased Shareholder to give consents when required by this Agreement (or otherwise participate in decisions made on behalf of the Fund) or to be admitted to the Fund as a substituted Shareholder. In no event shall a Shareholder transfer, sell, alienate, pledge or otherwise encumber, assign or dispose of all or any part of his Shares unless counsel for the Fund shall have rendered exercise an opinion (unless the delivery of an opinion shall have been waived by the Manager) (i) that such transaction would not violate the Securities Act or applicable state securities or blue sky laws (including investor qualification standards); and (ii) that the Fund will not as a result thereof (A) be considered to be terminated pursuant to Section 708 of the Code, (B) be classified as an association or a publicly traded partnership taxable as a corporation, or (C) be required to register under the 1940 Act, as then in effect. No Shareholder shall be permitted to sell, assign, transfer, alienate or dispose of such Shareholder's Shares to a minor or incompetent Person, unless in trust for the benefit of such Person. Any Person desiring to consummate a transfer or other disposition of Shares shall execute and deliver to the Fund such instruments, agreements and other documents as the Manager may require. Any Person desiring to become a substituted Shareholder shall execute and deliver to the Fund such representations, instruments, agreements, powers of attorney and other documents, including an agreement to be bound by this Agreement, as the Manager may deem necessary or desirable to effect such substitution. Provided the written consent of the Manager has been obtained, any transferee Shareholder shall be substituted as a Shareholder and shall succeed to all of the rights, privileges, restrictions, obligations and liabilities of the transferor Shareholder. Each Shareholder, by acquiring Shares of the Fund, consents to the admission of any substituted Shareholder Option pursuant to the terms of the Plan and this Section 4.7. If Option Agreement) shall not sell, pledge, assign, gift, transfer or otherwise dispose of any transfer shares of Shares Stock acquired pursuant to this Section 4.7 (other than an Option to anyone without first offering such Stock to the Corporation for purchase on the same terms and conditions as those offered to the proposed transferee. Any individual who proposes such a transfer to other Shareholders(the "Transferor") shall result notify the Corporation, in multiple ownership writing, of any Shareholder's interest in the Fund, identity of the Manager proposed transferee and the terms and conditions of such proposed transfer. The Corporation may require that one or more trustees or nominees be designated as representing a portion exercise its right of or the entire interest transferred for the purpose of receiving all notices that may be given and all payments that may be made first refusal under this Agreement and for the purpose of exercising all rights and privileges that the transferor as a Shareholder had pursuant to the provisions of this Agreement. Every transfer or other disposition of Shares shall be subject to all terms, conditions, restrictions and obligations of this Agreement. Each Subsection within 90 days after receiving such notice of the Shareholders agrees not to make any transfer or other disposition of Shares except as permitted by the provisions of this Section 4.7, and any act by any Shareholder in violation of this Section 4.7 shall be null and void ab initioproposed transfer. The transferee Corporation may assign its right of Shares shall bear all first refusal under this Subsection, in whole or in part, to (1) any stockholder of the Fund's expenses incurred in connection with Corporation who owns stock or securities of the Corporation having more than 35% of the combined voting power of all classes of stock of the Corporation (a "Stockholder"), (2) any transfer, including, without limitation, reasonable attorneys fees. The Manager may impose additional restrictions on transfers or redemptions employee benefit plan (within the meaning of Shares in order to ensure that the Fund (i) will be an exempted issuer described in Section 3(c)(1) or 3(c)(7)(A3(3) of the 1940 ActEmployee Retirement Income Security Act of 1974, (iias amended) will not be classified as or an association maintained by the Corporation or a publicly traded partnership subject Subsidiary for the benefit of employees of the Corporation or a Subsidiary (a "Benefit Plan"), or (3) any corporation or other trade or business that is controlled by or under common control with the Corporation (determined in accordance with the principles of Section 414(b) and Section 414(c) of the Code and the regulations thereunder) (an "Affiliate"). The Corporation shall give reasonable written notice to tax the Transferor of any such assignment of its rights. If the Corporation (or its permitted assignee) fails to exercise such right of first refusal during this 90-day period, the Transferor may proceed with the proposed transfer at any time within the next 45 days, and if he does not do so, the restrictions of this Subsection shall re-apply. These restrictions also shall re-apply to any person to whom Stock that was originally acquired pursuant to an Option is sold, pledged, assigned, bequeathed, gifted, transferred or otherwise disposed of without regard to the number of such subsequent transferees or the manner in which they acquire the Stock. Notwithstanding the foregoing, the restrictions of this Subsection shall not apply to a transfer of Stock that occurs as a corporation result of the death of the Transferor or (iii) will not be required of any subsequent transferee but such restrictions shall apply to register under the 1940 Actexecutor, administrator or personal representative, the estate and the legatees, beneficiaries and assigns thereof.

Nontransferability of Shares. In no event shall a Shareholder or the legal representative of such Shareholder's estate transfer, sell, alienate, pledge, encumber, assign or otherwise dispose of all or any part of such Shareholder's Shares or any interest therein whether voluntarily, involuntarily, by operation of law, at judicial sale or otherwise, without the prior written consent of the Manager, which consent may be withheld in its sole discretion for any reason or for no reason; provided, however, that upon the death of a Shareholder the interest in such Shareholder's Shares may be transferred by operation of law to his estate, and provided further that, in the absence of the foregoing written consent of the Manager, such estate will be entitled only to the deceased Shareholder's economic interest in the profits, losses and capital of the Fund but will not be entitled to the prior right of the deceased Shareholder to give consents when required by this Agreement (or otherwise participate in decisions made on behalf of the Fund) or to be admitted to the Fund as a substituted Shareholder. In no event shall a Shareholder transfer, sell, alienate, pledge or otherwise encumber, assign or dispose of all or any part of his Shares unless counsel for the Fund shall have rendered an opinion (unless the delivery of an opinion shall have been waived by the Manager) (i) that such transaction would not violate the Securities Act or applicable state securities or blue sky laws (including investor qualification standards); and (ii) that the Fund will not as a result thereof (A) be considered to be terminated pursuant to Section 708 of the Code, (B) be classified as an association or a publicly traded partnership taxable as a corporation, or (C) be required to register under the 1940 Act, as then in effect. No Shareholder shall be permitted to sell, assign, transfer, alienate or dispose of such Shareholder's Shares to a minor or incompetent Person, unless in trust for the benefit of such Person. Any Person desiring to consummate a transfer or other disposition of Shares shall execute and deliver to the Fund such instruments, agreements and other documents as the Manager may require. Any Person desiring to become a substituted Shareholder shall execute and deliver to the Fund such representations, instruments, agreements, powers of attorney and other documents, including an agreement to be bound by this Agreement, as the Manager may deem necessary or desirable to effect such substitution. Provided the written consent of the Manager has been obtained, any transferee Shareholder shall be substituted as a Shareholder and shall succeed to all of the rights, privileges, restrictions, obligations and liabilities of the transferor Shareholder. Each Shareholder, by acquiring Shares of the Fund, consents to the admission of any substituted Shareholder pursuant to the terms of this Section 4.7. If any transfer of Shares pursuant to this Section 4.7 (other than a transfer to other Shareholders) shall result in multiple ownership of any Shareholder's interest in the Fund, the Manager may require that one or more trustees or nominees be designated as representing a portion of or the entire interest transferred for the purpose of receiving all notices that which may be given and all payments that which may be made under this Agreement and for the purpose of exercising all rights and privileges that which the transferor as a Shareholder had pursuant to the provisions of this Agreement. Every transfer or other disposition of Shares shall be subject to all terms, conditions, restrictions and obligations of this Agreement. Each of the Shareholders agrees not to make any transfer or other disposition of Shares except as permitted by the provisions of this Section 4.7, and any act by any Shareholder in violation of this Section 4.7 shall be null and void ab initio. The transferee of Shares shall bear all of the Fund's expenses incurred in connection with any transfer, including, without limitation, reasonable attorneys fees. The Manager may impose additional restrictions on transfers or redemptions of Shares in order to ensure that the Fund (i) will be an exempted issuer described in Section 3(c)(1) or 3(c)(7)(A) of the 1940 Act, (ii) will not be classified as or an association or a publicly traded partnership subject to tax as a corporation or (iii) will not be required to register under the 1940 Act.