Common use of Restrictions on Transfer; Change of Status Clause in Contracts

Restrictions on Transfer; Change of Status. (i) Any transfer, or attempted transfer, of any Units, the effect of which would be to cause one or more Non-U.S. Citizens to Own Units in excess of the Permitted Percentage, shall be ineffective as against the Partnership, and neither the Partnership nor its Transfer Agent shall register such transfer or purported transfer on the Unit Register of the Partnership and neither the Partnership nor its Transfer Agent shall be required to recognize the transferee or purported transferee thereof as a Unitholder of the Partnership for any purpose whatsoever except to the extent necessary to effect any remedy available to the Partnership under this Section 4.10. A citizenship certificate may be required from all transferees (and from any recipient upon original issuance) of Units of the Partnership and, if such transferee (or recipient) is acting as a fiduciary or nominee for an Owner, such Owner, and registration of transfer (or original issuance) shall be denied upon refusal to furnish such certificate. (ii) Each Record Holder and Owner shall advise the Partnership in writing of any change in such Record Holder’s or Owner’s citizenship status.

Appears in 3 contracts

Samples: Limited Partnership Agreement (K-Sea Transportation Partners Lp), Limited Partnership Agreement (K-Sea Transportation Partners Lp), Limited Partnership Agreement (U.S. Shipping Partners L.P.)

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Restrictions on Transfer; Change of Status. (i) Any transfer, or attempted transfer, of any Units, the effect of which would be to cause one or more Non-U.S. Citizens to Own Units in excess of the Permitted Percentage, shall be ineffective as against the Partnership, and neither the Partnership nor its Transfer Agent shall register such transfer or purported transfer on the Unit Register of the Partnership and neither the Partnership nor its Transfer Agent shall be required to recognize the transferee or purported transferee thereof as a Unitholder of the Partnership for any purpose whatsoever except to the extent necessary to effect any remedy available to the Partnership under this Section 4.10. A citizenship certificate Citizenship Certification may be required from all transferees (and from any recipient upon original issuance) of Units of the Partnership and, if such transferee (or recipient) is acting as a fiduciary or nominee for an Owner, such Owner, and registration of transfer (or original issuance) shall be denied upon refusal to furnish such certificate. (ii) Each Record Holder and Owner shall advise the Partnership in writing of any change in such Record Holder’s or Owner’s citizenship status.

Appears in 1 contract

Samples: Agreement of Limited Partnership (OSG America L.P.)

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