Restrictions on the Disposition of an Interest Sample Clauses

Restrictions on the Disposition of an Interest. (a) No Class B Limited Partner may Dispose of all or part of its interest in the Partnership without the prior written consent (which may be given or withheld in its sole discretion) of the General Partner, and then only after Sections 3.03(c), (d) and (e) have been complied with, except that a Class B Limited Partner may Dispose of all of its interest upon the death of such Class B Limited Partner or upon becoming a Bankrupt Partner, but in each case only after compliance with Sections 3.03(c), (d) and (e). Neither the General Partner nor the Class A Limited Partner may Dispose of all or a part of its interest in the Partnership to a Person who is not an Affiliate of Xxxxxx without the prior written consent of a Required Interest, and then only after Sections 3.03(c), (d) and (e) have been complied with. (b) Subject to the provisions of Sections 3.03(c), (d) and (e), a permitted transferee of all or a part of a Partner’s interest in the Partnership shall be admitted to the Partnership as a General Partner or a Limited Partner (as applicable) with, in the case of Class B Limited Partners, such Sharing Points (no greater than the Sharing Points of the Class B Limited Partners effecting such Disposition immediately prior thereto) as the Partner effecting such Disposition and such permitted transferee may agree. (c) The Partnership shall not recognize for any purpose any purported Disposition of an interest in the Partnership or distributions therefrom unless and until the provisions of this Section 3.03 shall have been satisfied and there shall have been delivered to the General Partner a document (i) executed by both the Partner effecting such Disposition and the Person to which such interest or interest in distributions are to be Disposed, (ii) including the written acceptance by any Person to be admitted to the Partnership of all the terms and provisions of this Agreement, such Person’s notice address, and an agreement by such Person to perform and discharge timely all of the obligations and liabilities in respect of the interest being obtained, (iii) setting forth, in the case of the Class B Limited Partners, the Sharing Points of the Class B Limited Partners effecting such Disposition and the Person to which such interest is Disposed after such Disposition (which together shall total the Sharing Points of the Class B Limited Partners effecting such Disposition prior thereto), (iv) containing a representation and warranty that such Disposition complied w...
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Restrictions on the Disposition of an Interest. (a) A Disposition of an interest in the Company may not be effected without the consent of all Members. Any attempted Disposition
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Restrictions on the Disposition of an Interest. (a) A disposition of an interest in the Company may not be effected without the consent of the Member. (b) Subject to the provisions of this Section 3.03, (i) an Entity to which an interest in the Company is transferred has the right to be admitted to the Company as a Member with the Sharing Ratio and the Commitment so transferred to such Person, if (A) the Member making such transfer grants the transferee the right to be so admitted, and (B) such transfer is consented to in accordance with Section 3.03(a), and (ii) the Company or (with the permission of the Company, which may be withheld in its sole discretion) a Lending Member may grant the purchaser of a Delinquent Member's interest in the Company at a foreclosure of the security interest therein granted pursuant to Section 4.03(b) the right to be admitted to the Company as a Member with such Sharing Ratio and such Commitment (no greater than the Sharing Ratio and the Commitment of the Member effecting such Disposition prior thereto) as they may agree. (c) The Company may not recognize for any purpose any purported Disposition of all or part of a Membership Interest unless and until the other applicable provisions of this Section
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Restrictions on the Disposition of an Interest. (a) Except as specifically provided in this Section 3.02, no Disposition of a Partnership Interest shall be effected without the consent of the General Partner and the Limited Partner. (b) Any permitted transferee of all of the General Partner's Partnership Interest as a General Partner automatically shall become General Partner and promptly shall notify all other Partners of such change, and any permitted transferee of a portion of the General Partner's Partnership Interest may become General Partner on notice from the existing General Partner to all other Partners.
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Restrictions on the Disposition of an Interest. (a) Except as specifically provided in this Section 3.2, a Disposition of a Membership Interest by a Member may not be effected. Any attempted Disposition by a Person of a Membership Interest, or any part thereof, in or in respect of the Company other than in accordance with this Section 3.2 shall be, and is hereby declared, null and void ab initio. (b) Notwithstanding the provisions of Section 3.2(a) but subject to the other provisions of this Section 3.2, the interest of any Member in the Company may be transferred without the consent of the Board of Managers or any of the Members if the transferee is a Permitted Transferee. (c) The Company may not recognize for any purpose any purported Disposition of all or part of a Membership Interest unless and until the other applicable provisions of this Section 3.2 have been satisfied and the Board of Managers has received, on behalf of the Company, a document (i) executed by both the Member effecting the Disposition (or if the transfer is on account of the death, incapacity, or liquidation of the transferor, its representative) and the Person to which the Membership Interest or part thereof is Disposed, (ii) including the notice address of any Person to be admitted to the Company as a Member and its agreement to be bound by this Agreement in respect of the Membership Interest or part thereof being obtained, (iii) setting forth the Sharing Ratios after the Disposition of the Member effecting the
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Restrictions on the Disposition of an Interest. (a) Except as specifically provided in this Section 3.2, a Disposition of an interest in the Company may not be effected without the consent of (i) a majority of the Managers who are Members (excluding any Manager who is making such Disposition), or (ii) if there are not Managers of the type described in clause (i), a Required Interest; provided, however, that no Disposition may be made to a Person that is a competitor of SF Holdings, Inc. (as defined in Section 3.2(b)). Any attempted Disposition by a Person of an interest or right, or any part thereof, in or in respect of the Company other than in accordance with this Section 3.2 shall be, and is hereby declared, null and void AB INITIO. (b) Notwithstanding the provisions of Section 3.2(a), the interest of any Member in the Company may be transferred without the consent of the Managers or any of the Members if (i) the transfer occurs by reason of or incident to the death, dissolution, divorce, liquidation, merger or share exchange of the transferor Member, and (ii) the transferee is a Permitted Transferee. A "Permitted Transferee" is any member of such Member's immediate family, or a trust, corporation, limited liability company, or partnership controlled by such Member, members of such Member's immediate family, or another Person controlling, controlled by, or under common control with such Member,
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Restrictions on the Disposition of an Interest. (a) Except as specifically provided in this section, a Disposition of an interest in the Company may not be effected without the consent of all Members. Any assignee who becomes a Member has, to the extent assigned, the rights and powers and is subject to the restrictions and liabilities of a Member under this Operating Agreement and the Act. Unless otherwise provided by this Operating Agreement, an assignee who becomes a Member, subject to unanimous vote consistent with Article III, Section 17, also is liable for the obligations of the assignor to the extent he assignor has made such obligation. Assignor shall remain obligated to make contributions which existed as of the date of the assignment. Assignor shall remain obligated under this Operating Agreement for those obligations which were known as of the date of assignment. (b) Notwithstanding the provisions of this section, the interest of any Member in the Company may be transferred without the consent of the Members if (i) the transfer occurs by reason of an incident of dissolution, liquidation, merger, tax free reorganization, or termination of the transferor Member, (ii) the transferee is a Member, (iii) the transferee is a Permitted Transferee, or the transfer occurs consistent with Article VII.
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Restrictions on the Disposition of an Interest 
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Related to Restrictions on the Disposition of an Interest

  • Restrictions on Transferability The Warrants and the Warrant Stock shall not be transferred, hypothecated or assigned before satisfaction of the conditions specified in this Section 9, which conditions are intended to ensure compliance with the provisions of the Securities Act with respect to the Transfer of any Warrant or any Warrant Stock. Holder, by acceptance of this Warrant, agrees to be bound by the provisions of this Section 9.

  • Restriction on Transfer This Warrant and the rights granted to the holder hereof are transferable, in whole or in part, upon surrender of this Warrant, together with a properly executed assignment in the form attached hereto, at the office or agency of the Company referred to in Paragraph 7(e) below, provided, however, that any transfer or assignment shall be subject to the conditions set forth in Paragraph 7(f) hereof and to the applicable provisions of the Securities Purchase Agreement. Until due presentment for registration of transfer on the books of the Company, the Company may treat the registered holder hereof as the owner and holder hereof for all purposes, and the Company shall not be affected by any notice to the contrary. Notwithstanding anything to the contrary contained herein, the registration rights described in Paragraph 8 are assignable only in accordance with the provisions of that certain Registration Rights Agreement of even date herewith by and among the Company and the other signatories thereto (the "Registration Rights Agreement").

  • Restriction on Transfer, etc Unless it is expressly permitted in this Agreement, you will not sell, transfer, assign, mortgage, enter into a derivative transaction concerning, or otherwise deal in any way with your escrow securities or any related share certificates or other evidence of the escrow securities. If a Securityholder is a private company controlled by one or more principals (as defined in section 3.5 of the Policy) of the Issuer, the Securityholder may not participate in a transaction that results in a change of its control or a change in the economic exposure of the principals to the risks of holding escrow securities.

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