Restrictions on Transfer of Interest. Neither Member, without the prior written consent of the other, may sell, assign or otherwise transfer its interest in the Joint Venture in whole or in part to any other person, provided, however, that the Members agree not to unreasonably withhold their consent to a transfer to an Affiliate of the transferring party.
Restrictions on Transfer of Interest. 20 7.2 TRANSFER OF INTERESTS BY LIMITED PARTNERS............................21 7.3 TRANSFER OF INTERESTS BY GENERAL PARTNER.............................21 7.4
Restrictions on Transfer of Interest. (a) No Partner may assign, sell, transfer, pledge, hypothecate or grant a security interest in, or otherwise dispose of (any such transaction being referred to as a "Transfer"), all or any portion of its interest in the Partnership except in compliance with this Article 7 and the requirements of applicable law.
Restrictions on Transfer of Interest. No Member may assign, sell, transfer, pledge, hypothecate or grant a security interest in, or otherwise dispose of (any such transaction being referred to as a "Transfer"), all or any portion of its interest in the Company except in compliance with this Article 7 and the requirements of applicable law.
Restrictions on Transfer of Interest. Prohibition on Transfers. Except as otherwise specifically provided herein, no Interest Holder may sell, assign, transfer, pledge, encumber, or otherwise dispose of (any of which is a "Transfer") its Interest, in whole or in part, or enter into any agreement or grant any options or rights with respect thereto, whether by action of such Interest Holder or by operation of law or otherwise, without the prior written consent of the Managing Member, which consent, in the Managing Member's sole and absolute discretion, may be withheld. All expenses incurred by the Company in respect of such Transfer shall be reimbursed by such Interest Holder. In addition, the Managing Member may require an opinion of counsel, in a form that is reasonably satisfactory to the Managing Member, specifying the nature and circumstances of such Transfer and, based on such facts, stating the proposed Transfer would not be in violation of any of the registration provisions of applicable federal or state securities laws. Notwithstanding anything contained herein to the contrary, the Managing Member shall not consent to any transfer if such transfer would: cause a termination of the Company for federal or, if applicable, state income tax purposes; in the opinion of counsel to the Company, cause the Company to cease to be classified as a partnership for federal or state income tax purposes; cause the Company to become a "publicly traded partnership," as such term is defined in Section 7704 of the Code; require the registration of such transferred Interest pursuant to any applicable federal or state securities laws; subject the Company to regulation under the 1940 Act; result in a violation of applicable laws; or be made to any Person who lacks the legal right, power or capacity to own such Interest. Admission of Transferee as Member. The Managing Member may consent to a Transfer without consenting to the admission of the transferee under such approved Transfer (a "Transferee") as a Member of the Company. A Transferee may only be admitted as a Member of the Company if and when (i) the Transferee becomes a party to this Agreement by agreeing in writing to be bound by the terms and provisions hereof, and (ii) the Managing Member consents to such admission, which consent may be withheld in its sole and absolute discretion. Any Transferee, and the spouse of such Transferee if applicable, shall execute and acknowledge such other instruments as the Managing Member may deem necessary or desirable ...
