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 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 which may be given and all payments which may be made under this Agreement and for the purpose of exercising all rights and privileges 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 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 which that may be given and all payments which that may be made under this Agreement and for the purpose of exercising all rights and privileges which 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 which may be given and all payments which may be made under this Agreement and for the purpose of exercising all rights and privileges 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.