Prohibition Against Unauthorized Transfers Sample Clauses

Prohibition Against Unauthorized Transfers. Except as expressly provided in this Article Eight, no Partner may voluntarily, involuntarily, or by operation of law sell, assign, transfer, exchange, gxxxx x xxxx on or otherwise encumber, or otherwise dispose of or alienate, all or any part of (each, a “Transfer”) such Partner’s interest in the Partnership, including, but not limited to any Interests held by such Partner, without the prior written consent of the General Partner and any act in violation of this Article Eight will be null and void ab initio. And, except as provided in Section 8.2, no Transfer will be valid unless such Transfer is to a “Qualified Transferee” as such term is defined in Section 8.9(a). No Limited Partner may, without the General Partner’s prior written consent, withdraw from the Partnership nor receive a return of any of its contributions to the Partnership until the Partnership is terminated and its affairs are wound up in accordance with this Agreement and the TBOC. Upon approval of the General Partner, the Class A Limited Partner may Transfer all or any part of the Class A Limited Partner’s Interest to any one or more Affiliates of the Class A Limited Partner and such Transfer will not be subject to the any of the options or restrictions set forth in this Article Eight.

Prohibition Against Unauthorized Transfers. Except as expressly provided in this Article Eight and subject to Section 7.4(g), no Partner may voluntarily, involuntarily, or by operation of law sell, assign, transfer, exchange, xxxxx x xxxx on or otherwise encumber, or otherwise dispose of or alienate, all or any part of all or any portion of such Partner’s Interests (each, a “Direct Transfer”) without the prior written consent of the General Partner and any Direct Transfer or attempted Direct Transfer in violation of this Article Eight will be null and void ab initio. Without the prior written consent of the other Partners, no Partner that is an entity may voluntarily, involuntarily, or by operation of law permit the sale, assignment, transfer, exchange, granting a lien on or otherwise encumbering, or otherwise disposing of or alienating, all or any part of any beneficial ownership interest in such Partner (i) that results in a Change of Control (as defined below) of such Partner or (ii) that such Partner knows, or reasonably should know, will cause a default by the Partnership under any loan documents evidencing any material indebtedness of the Partnership (each, an “Indirect Transfer”) without the consent of the applicable Lender under such loan documents, and any Indirect Transfer or attempted Indirect Transfer in violation of this Article Eight will be an Event of Default. A Direct Transfer and an Indirect Transfer are each referred to as a “Transfer.” Except as provided in Section 8.2, no Transfer will be valid unless such Transfer is to a “Qualified Transferee” as such term is defined in Section 8.3(a). No Limited Partner may, without the General Partner’s prior written consent, withdraw from the Partnership nor, except as otherwise provided in this Agreement, receive a return of any of its contributions to the Partnership until the Partnership is terminated and its affairs are wound up in accordance with this Agreement and the TBOC. For purposes of this Agreement, a “Change of Control” means (i) the closing of a merger, consolidation, liquidation, or reorganization of a Partner into or with another company or other legal 30 Person, after which merger, consolidation, liquidation, or reorganization the voting power of the beneficial ownership of a particular Partner outstanding prior to consummation of the transaction is not converted into or exchanged for or does not represent more than 50% of the aggregate voting power of the surviving or resulting entity; (ii) the direct or indirect acquisiti...