Other Prohibited Legal Consequences. No Transfer of Units shall be permitted, and the Company shall withhold its consent with respect thereto, subject to the discretion of the Board, if such Transfer or the admission of the transferee to the Company as a substituted Member, would:
(a) Be prohibited by, or trigger a prepayment of, a Financing;
(b) Result in the Company’s assets becoming “plan assets” of any ERISA Member within the meaning of the Plan Assets Regulation;
(c) Result in the violation of applicable securities law;
(d) Result in the Company being subject to additional regulatory or compliance requirements imposed by laws other than the Exchange Act or the Investment Company Act;
(e) Result in the Company no longer being eligible to be treated as a RIC; or
(f) Result in the Company having fewer than 550 beneficial owners of Units.
Other Prohibited Legal Consequences. No Transfer of Units shall be permitted, and the Board and the Investment Manager each shall withhold its consent with respect thereto, if such Transfer or the admission of the transferee to the Company as a substituted Member, might, in its respective judgment, result in:
(a) A violation of the Investment Company Act or other laws ordinarily applicable to such transactions;
(b) A violation of applicable securities law;
(c) The Company or the Master Fund being subject to additional regulatory or compliance requirements imposed by laws other than the Securities Act, the Exchange Act or the Investment Company Act;
(d) The Company or the Master Fund being terminated under Section 708(b)(1)(B) of the Code or result in the Company being treated as a publicly traded partnership within the meaning of Section 7704(b) of the Code (or failing any safe harbor to avoid such treatment under such Code section or the regulations promulgated thereunder) or otherwise being treated as a corporation for federal income tax purposes;
(e) The ownership of Units by a Member that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code; or
(f) Any other direct or indirect adverse tax consequences to the Company or the Master Fund (or their respective members, generally).
Other Prohibited Legal Consequences. No Transfer shall be permitted, and the Company shall withhold its consent with respect thereto, if such Transfer or the admission of the transferee to the Company as a substituted Member, would:
(a) Result in the Company’s assets becoming “plan assets” of any ERISA Member within the meaning of the Plan Assets Regulation;
(b) Result in the violation of applicable securities law; or
(c) Result in the Company no longer being eligible to be treated as a BDC or a RIC. In addition, in the case of a purported Transfer of an interest in the Company to or from any resident in Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), (A) if the transferor is a “Qualified Institutional Investor” (a “QII”) as such term is defined in the Financial Instruments and Exchange Law of Japan (the “FIEL”), such interest shall not be transferred to a Person that is not a QII; (B) if the transferor is not a QII, such interest shall not be transferred to a Person unless such transferor Transfers its entire interest in the Company to a single investor who is an eligible non-QII investor as defined in the FIEL; and (C) such interest shall not be transferred to a Person that is set forth in sub-items (a)-(c) of article 63, paragraph 1, item 1 of the FIEL.
Other Prohibited Legal Consequences. No Transfer shall be permitted, and the Company shall withhold its consent with respect thereto, if such Transfer or the admission of the transferee to the Company as a substituted Member, would:
(a) Result in the Company’s assets becoming “plan assets” of any ERISA Member within the meaning of the Plan Asset Regulations;
(b) Result in the violation of applicable securities law; or
(c) Result in the Company no longer being eligible to be treated as a BDC or a RIC.
Other Prohibited Legal Consequences. No Transfer shall be permitted, and the General Partner shall withhold its consent with respect thereto, if such Transfer would:
(a) Result in violation of the registration requirements of the Securities Act;
(b) Require the Partnership to register as an investment company under the United States Investment Company Act of 1940, as amended;
(c) Result in the Partnership being classified for United States federal income tax purposes as an association taxable as a corporation.
Other Prohibited Legal Consequences. No Transfer shall be permitted, and the General Partner shall withhold its consent with respect thereto, if such Transfer or the admission of the transferee to the Partnership as a Substitute Limited Partner, would:
(i) Result in the Partnership or the General Partner being subject to regulations under the U.S. Employee Retirement Income Security Act of 1974 as previously or hereafter amended or Section 4975 of the Code;
(ii) Result in a violation of the registration requirements of the Securities Act;
(iii) Require the Partnership to register as an investment company under the U.S. Investment Company Act of 1940, as amended;
(iv) Require the General Partner to register as an investment adviser under the Advisers Act;
(v) Result in the Partnership being classified for U.S. federal income tax purposes as an association taxable as a corporation; or
(vi) Result in the Partnership being subject to U.S. federal income tax at the entity level under Section 7704 of the Code.
Other Prohibited Legal Consequences. No Transfer shall be permitted, and the Company shall withhold its consent with respect thereto, if such Transfer or the admission of the transferee to the Company as a substituted Member, would:
Other Prohibited Legal Consequences. No Transfer shall be permitted, and the General Partner shall withhold its consent with respect thereto, if such Transfer would result in the Partnership having more than 20 Partners, within the meaning of the Partnership Ordinance.
Other Prohibited Legal Consequences. No Transfer shall be permitted, and the General Partner shall withhold its consent with respect thereto, if such Transfer or the admission of the transferee to the Partnership as a substituted Limited Partner, would:
(a) Result in a violation of the registration requirements of the Securities Act;
(b) Require the Partnership to register as an investment company under the Investment Company Act;
(c) Result in the Partnership being classified for United States federal income tax purposes as an association taxable as a corporation; or
(d) Result in the Partnership being subject to United States federal income tax at the entity level under Section 7704 of the Code.
Other Prohibited Legal Consequences. No Transfer shall be permitted, and the Managing Member shall not recognize any Transfer, if such Transfer would:
(a) Result in a violation of the Securities Act;
(b) Require the Company to register as an investment company under the U.S. Investment Company Act of 1940, as amended;
(c) Require the Managing Member to register as an investment adviser under the U.S. Investment Advisers Act of 1940, as amended;
(d) Result in the Company being classified for U.S. federal income tax purposes as an association taxable as a corporation; or
(e) Result in the Company being subject to U.S. federal income tax at the entity level under Section 7704 of the Code.
