Common use of Possible Restrictions on Transfer Clause in Contracts

Possible Restrictions on Transfer. Notwithstanding anything to the contrary contained in this Agreement, in the event of (a) the enactment (or imminent enactment) of any legislation, (b) the publication of any temporary or final regulation by the Treasury Department, (c) any ruling by the Internal Revenue Service or (d) any judicial decision, that, in any such case, in the Opinion of Counsel, would result in the taxation of the Company as an association taxable as a corporation or would otherwise result in the Company's being taxed as an entity for federal income tax purposes, then, the Board of Directors may impose such restrictions on the transfer of Units or Interests as may be required, in the Opinion of Counsel, to prevent the Company from being taxed as an association taxable as a corporation or otherwise as an entity for federal income tax purposes, including, without limitation, making such amendments to this Agreement as the Board of Directors in its sole discretion may determine to be necessary or appropriate to impose such restrictions; provided, however, any such amendment to this Agreement that would result in the delisting or suspension of trading of any class of Units on any National Securities Exchange on which such class of Units is then traded must be approved by the holders of at least two-thirds of the Outstanding Units of such class.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Eott Energy LLC), Limited Liability Company Agreement (Eott Energy Finance Corp), Limited Liability Company Agreement (Eott Energy LLC)

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Possible Restrictions on Transfer. Notwithstanding anything to the contrary contained in this Agreement, in the event of (a) the enactment (or imminent enactment) of any legislation, (b) the publication of any temporary or final regulation by the Treasury Department, (c) any ruling by the Internal Revenue Service or (d) any judicial decision, that, in any such case, in the Opinion of Counsel, would result in the taxation of the Company Partnership as an association taxable as a corporation or would otherwise result in the CompanyPartnership's being taxed as an entity for federal income tax purposes, then, the Board of Directors General Partner may impose such restrictions on the transfer of Units or Partnership Interests as may be required, in the Opinion of Counsel, to prevent the Company Partnership from being taxed as an association taxable as a corporation or otherwise as an entity for federal income tax purposes, including, without limitation, making such amendments to this Agreement as the Board of Directors General Partner in its sole discretion may determine to be necessary or appropriate to impose such restrictions; , provided, however, that any such amendment to this Agreement that would result in the delisting or suspension of trading of any class of Units on any National Securities Exchange on which such class of Units is then traded must be approved by the holders of at least two-thirds of the Outstanding Units of such classclass (excluding the vote in respect of Units held by the General Partner and its Affiliates).

Appears in 3 contracts

Samples: Limited Partnership Agreement (Ferrellgas Partners Finance Corp), Limited Partnership Agreement (Ferrellgas L P), Limited Partnership Agreement (Ferrellgas Partners Finance Corp)

Possible Restrictions on Transfer. Notwithstanding anything to the contrary contained in this Agreement, in the event of (a) the enactment (or imminent enactment) of any legislation, (b) the publication of any temporary or final regulation by the Treasury Department, (c) any ruling by the Internal Revenue Service or (d) any judicial decision, that, in any such case, in the Opinion of Counsel, would result in the taxation of the Company Partnership as an association taxable as a corporation or would otherwise result in the CompanyPartnership's being taxed as an entity for federal income tax purposes, then, the Board of Directors General Partner may impose such restrictions on the transfer of Units or Partnership Interests as may be required, in the Opinion of Counsel, to prevent the Company Partnership for federal income tax purposes from being taxed as an association taxable as a corporation or otherwise as an entity for federal income tax purposesentity, including, without limitation, making such any amendments to this Agreement as the Board of Directors General Partner in its sole discretion may determine to be necessary or appropriate to impose such restrictions; , provided, however, that any such amendment to this Agreement that would result in the delisting or suspension of trading of any class of Units on any National Securities Exchange on which such class of Units is then traded must be approved by the holders of at least two-thirds of the Outstanding Units of such classclass (excluding the vote in respect of Units held by the General Partner and its Affiliates).

Appears in 3 contracts

Samples: Limited Partnership Agreement (Kinder Morgan Energy Partners L P), Limited Partnership Agreement (Kinder Morgan Energy Partners L P), Limited Partnership Agreement (Kinder Morgan Management LLC)

Possible Restrictions on Transfer. Notwithstanding anything to the contrary contained in this AgreementAgreement (but subject to Sections 6.3(b), 6.15 and 6.16), in the event of (a) the enactment (or imminent enactment) of any legislation, (b) the publication of any temporary or final regulation by the Treasury Department, (c) any ruling by the Internal Revenue Service or (d) any judicial decision, that, in any such case, in the Opinion of Counsel, would result in the taxation of the Company Partnership as an association taxable as a corporation or would otherwise result in the Company's Partnership’s being taxed as an entity for federal income tax purposes, then, the Board of Directors General Partner may impose such restrictions on the transfer of Units or Partnership Interests as may be required, in the Opinion of Counsel, to prevent the Company Partnership from being taxed as an association taxable as a corporation or otherwise as an entity for federal income tax purposes, including, without limitation, making such amendments to this Agreement as the Board of Directors General Partner in its sole discretion may determine to be necessary or appropriate to impose such restrictions; , provided, however, that any such amendment to this Agreement that would result in the delisting or suspension of trading of any class of Units on any National Securities Exchange on which such class of Units is then traded must be approved by the holders of at least two-two thirds of the Outstanding Units of such class.class (excluding the vote in respect of Units held by the General Partner and its Affiliates). ​

Appears in 1 contract

Samples: Limited Partnership Agreement (Ferrellgas L P)

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Possible Restrictions on Transfer. Notwithstanding anything to the contrary contained in this Agreement, in the event of (a) the enactment (or imminent enactment) of any legislation, (b) the publication of any temporary or final regulation by the Treasury Department, (c) any ruling by the Internal Revenue Service or (d) any judicial decision, that, in any such case, in the Opinion of Counsel, would result in the taxation of the Company Partnership as an association taxable as a corporation or would otherwise result in the Company's Partnership’s being taxed as an entity for federal income tax purposes, then, the Board of Directors General Partner may impose such restrictions on the transfer of Units or Partnership Interests as may be required, in the Opinion of Counsel, to prevent the Company Partnership from being taxed as an association taxable as a corporation or otherwise as an entity for federal income tax purposes, including, without limitation, making such amendments to this Agreement as the Board of Directors General Partner in its sole discretion may determine to be necessary or appropriate to impose such restrictions; , provided, however, that any such amendment to this Agreement that would result in the delisting or suspension of trading of any class of Units on any National Securities Exchange on which such class of Units is then traded must be approved by US-DOCS\98994761.5 the holders of at least two-two thirds of the Outstanding Units of such classclass (excluding the vote in respect of Units held by the General Partner and its Affiliates).

Appears in 1 contract

Samples: Limited Partnership Agreement (Ferrellgas Partners Finance Corp)

Possible Restrictions on Transfer. Notwithstanding anything to the contrary contained in this Agreement, in the event of (a) the enactment (or imminent enactment) of any legislation, (b) the publication of any temporary or final regulation by the Treasury Department, (c) any ruling by the Internal Revenue Service or (d) any judicial decision, that, in any such case, in the Opinion of Counsel, would result in the taxation of the Company Partnership as an association taxable as a corporation or would otherwise result in the Company's Partnership’s being taxed as an entity for federal income tax purposes, then, the Board of Directors General Partner may impose such restrictions on the transfer of Units or Partnership Interests as may be required, in the Opinion of Counsel, to prevent the Company Partnership from being taxed as an association taxable as a corporation or otherwise as an entity for federal income tax purposes, including, without limitation, making such amendments to this Agreement as the Board of Directors General Partner in its sole discretion may determine to be necessary or appropriate to impose such restrictions; , provided, however, that any such amendment to this Agreement that would result in the delisting or suspension of trading of any class of Units on any National Securities Exchange on which such class of Units is then traded must be approved by the holders of at least two-two thirds of the Outstanding Units of such classclass (excluding the vote in respect of Units held by the General Partner and its Affiliates).

Appears in 1 contract

Samples: Limited Partnership Agreement (Ferrellgas Finance Corp)

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