Other Transfer Provisions. (a) Any purported Transfer by a Member of all or any part of its interest in the Company in violation of this Article VIII shall be null and void and of no force or effect.
(b) Except as provided in this Article VIII, no Member shall have the right to withdraw from the Company prior to its termination and no additional Member may be admitted to the Company unless approved by Blackstone Member and CSL Member. In no event shall this cause a dilution of the interest of CSL Member. Notwithstanding any provision of this Agreement to the contrary, a Member may not Transfer all or any part of its interest in the Company if such Transfer would jeopardize the status of the Company as a partnership for federal income tax purposes, or would violate, or would cause the Company to violate, any applicable law or regulation, including any applicable federal or state securities laws or financing covenant.
(c) Concurrently with the admission of any substitute or additional Member, the Members shall forthwith cause any necessary papers to be filed and recorded and notice to be given wherever and to the extent required showing the substitution of a transferee as a substitute Member in place of the Member transferring its interest, or the admission of an additional Member, all at the expense, including payment of any professional and filing fees incurred, of such substituted or additional Member. The admission of any person as a substitute or additional Member shall be conditioned upon such person's written acceptance and adoption of all the terms and provisions of this Agreement.
(d) If any interest in the Company is Transferred during any accounting period in compliance with the provisions of this Article VIII, each item of income, gain, loss, expense, deduction and credit and all other items attributable to such interest for such period shall be divided and allocated between the transferor and the transferee by taking into account their varying interests during such period in accordance with Section 706(d) of the Code, using any conventions permitted by law and selected by the Tax Matters Member. All distributions on or before the date of such Transfer shall be made to the transferor, and all distributions thereafter shall be made to the transferee. Solely for purposes of making such allocations and distributions, the Company shall recognize a Transfer on the date that the Tax Matters Member receives notice of the Transfer which complies with this Article VIII from the Mem...
Other Transfer Provisions. (a) To the fullest extent permitted by law, any purported Transfer by a Member of all or any part of its Interest in the Company in violation of this Article VII shall be null and void and of no force or effect.
(b) Upon a Member’s Transfer of all or any part of such Member’s Interest in the Company to any Person (other than a transfer to a Permitted Transferee under Section 7.1(b)) (the “Assignee”) pursuant to this Article VII, such Assignee shall be admitted as a substitute Member in lieu of such transferor Member only with the prior written consent of the Managing Member and the Non-Managing Members holding a Majority in Interest, which consent may be given or withheld in their sole and absolute discretion. No Transfer shall be permitted or be recognized if such Transfer would cause the Company (i) to be treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code and the Treasury Regulations promulgated thereunder or (ii) to be treated as an “investment company” within the meaning of the U.S. Investment Company Act of 1940, as amended.
Other Transfer Provisions. 57 ARTICLE X
Other Transfer Provisions. (a) To the fullest extent permitted by law, any purported Transfer by a Member of all or any part of its Interest in the Company in violation of this Article VII shall be null and void and of no force or effect.
(b) Upon a Member’s Transfer of all or any part of such Member’s Interest in the Company to any Person (including a permitted transferee under Section 7.1) (the “Assignee”) pursuant to this Article VII, such Assignee shall be admitted as a substitute Member in lieu of such transferor Member only with the prior written consent of the Managing Member which consent may be given or withheld in its sole and absolute discretion. No Transfer shall be permitted or be recognized if such Transfer would cause the Company (i) to be treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code and the Treasury Regulations promulgated thereunder or (ii) to be treated as an “investment company” within the meaning of the U.S. Investment Company Act of 1940, as amended.
Other Transfer Provisions. (a) Notwithstanding the provisions of Sections 3.2(b), 3.2(c) or 3.3, no Member may Transfer or Encumber all or any part of its Interest if such Transfer or Encumbrance would (i) violate any provision of any Indebtedness or the organizational documents of the Company, (ii) violate, or cause the Company to violate, any applicable law or regulation, including any federal or state securities laws, or (iii) jeopardize the status of the Company as a partnership for federal income tax purposes.
(b) To the fullest extent permitted by law, any attempted Transfer of all or any portion of an Interest or any Encumbrance, other than in strict accordance with this Article 3, shall be null and void.
Other Transfer Provisions. SECTION 8.3 Partnership Interests as Securities; Evidence of Partnership Interest .. 16
Other Transfer Provisions. (a) Any purported Transfer by ------------------------- a Partner of all or any part of its interest in the Partnership in violation of this Article VIII shall be null and void and of no force or effect.
(b) Notwithstanding anything to the contrary in (S)(S) 17-402(a)(4) or (S)(S) 17-402(a)(5) of the Act, the General Partner shall not cease to be the General Partner of the Partnership if such General Partner: (i) makes an assignment for the benefit of creditors; (ii) files a voluntary petition in bankruptcy; (iii) is adjudicated as bankrupt or insolvent, or has entered against him an order for relief in any bankruptcy or insolvency proceeding; (iv) files a petition or answer seeking for himself, or has commenced against him any proceeding seeking, any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation; (v) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against him in any proceeding of this nature; or (vi) seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the General Partner or of all or any substantial part of his properties.
(c) Except as provided in this Article VIII, no Partner shall have the right to withdraw from the Partnership prior to its termination and no additional Partner may be admitted to the Partnership unless approved by the General Partner. Notwithstanding any provision of this Agreement to the contrary, a Partner may not Transfer all or any part of its interest in the Partnership if such Transfer would jeopardize the status of the Partnership as a partnership for federal income tax purposes, or would violate, or would cause the Partnership to violate, any applicable law or regulation, including any applicable federal or state securities laws.
(d) Concurrently with the admission of any substitute or additional Partner, the General Partner shall forthwith cause any necessary papers to be filed and recorded and notice to be given wherever and to the extent required showing the substitution of a Transferee as a substitute Partner in place of the Partner Transferring its interest, or the admission of an additional Partner, all at the expense, including payment of any professional and filing fees incurred, of such substituted or additional Partner. The admission of any person as a substitute or additional Partner shall be conditioned upon such person's writ...
Other Transfer Provisions. If any Interest is ------------------------- transferred during any accounting period pursuant to this Agreement, each item of income, gain, loss, expense, deduction and credit and all other items attributable to such Interest for such period shall be divided and allocated between the transferor and the transferee by taking into account their varying Interests during such period in accordance with section 706(d) of the Code, using any conventions permitted by law and selected by the Managing Member. All distributions on or before the date of such transfer shall be made to the transferor, and all distributions thereafter shall be made to the transferee.
Other Transfer Provisions. Any purported Transfer by a Member of all or any part of such Member's Units, or any economic rights associated with such Member's Units in violation of this Article 10 shall be null and void and of no force or effect and such purported transferee shall not be entitled to any allocations or distributions with respect to such Units (or such economic rights) and shall have no right to any information or accounting of the affairs of the Company, shall not be entitled to inspect any books or records of the Company, and shall not have any of the rights of a Member or assignee under the Act or this Agreement. The rights to such allocations and distributions and the other rights set forth in this Section 10.02 shall continue to be held by the purported transferor of the Units (or associated economic rights).
Other Transfer Provisions. (a) Except in the event of a Triggering IPO or Qualified IPO, no Transfer of any Equity Stock permitted under this Agreement shall be effective at any time prior to the termination of this Agreement unless the transferee thereof shall have executed an appropriate document confirming that (i) such transferee or transferees takes such Equity Stock subject to all of the terms and conditions of this Agreement and (ii) the certificates or other instruments representing such Equity Stock shall bear the legend set forth in Section 6.1 hereof or such other legend acceptable to the Company indicating that such Equity Stock is subject to the terms of this Agreement, and such document and certificate shall have been delivered to and approved by the Board prior to such transferee's acquisition of Equity Stock. The Company shall not transfer upon its books any Equity Stock held or owned by any Stockholder to any person except in accordance with this Agreement.
