Restrictions on Transfer of Interests. (a) Subject to Section 11.2(b), no transfer (a “Transfer”) of all or any portion of a Member’s Units may be made without (i) the prior written consent of the Manager, which consent may be withheld for any reason at the Manager’s sole discretion, (ii) the receipt by the Manager of such documents and instruments of transfer as the Manager may reasonably require, and (iii) if requested by the Manager, the receipt by the Manager, not less than 10 days prior to the date of any proposed Transfer of a written opinion of counsel (who may be counsel for the Fund), satisfactory in form and substance to the Manager, to the effect that such Transfer would not result in any adverse legal or regulatory consequences to the Fund or any Member under the Investment Company Act of 1940, the Investment Advisers Act of 1940, or otherwise, including, but not limited to, that such Transfer would not:
1. result in a violation of the Securities Act of 1933, the Securities Exchange Act of 1934, or any securities laws of any jurisdiction applicable to the Fund or the interest to be transferred;
2. cause the Fund to become a “publicly traded limited liability company” for federal income tax purposes; 3. constitute a “public offering” within the meaning of Section 7(d) of the Investment Company Act of 1940; or
Restrictions on Transfer of Interests. (a) Subject to Section 11.2(b), no transfer (a “Transfer”) of all or any portion of a Member’s Units may be made without (i) the prior written consent of the Manager, which consent may be withheld for any reason at the Manager’s sole discretion, (ii) the receipt by the Manager of such documents and instruments of transfer as the Manager may reasonably require, and (iii) if requested by the Manager, the receipt by the Manager, not less than 10 days prior to the date of any proposed Transfer of a written opinion of counsel (who may be counsel for the Company), satisfactory in form and substance to the Manager, to the effect that such Transfer would not result in any adverse legal or regulatory consequences to the Company or any Member under the Investment Company Act of 1940, the Investment Advisers Act of 1940, or otherwise, including, but not limited to, that such Transfer would not: · result in a violation of the Securities Act of 1933, the Securities Exchange Act of 1934, or any securities laws of any jurisdiction applicable to the Company or the interest to be transferred; · cause the Company to become a “publicly traded limited liability company” for federal income tax purposes; · constitute a “public offering” within the meaning of Section 7(d) of the Investment Company Act of 1940 or result in the Company having to register under the Investment Company Act of 1940; or · result in the termination of the Company or loss by the Company of its status as a partnership for tax purposes.
(b) Section 11.2(a) shall not apply to a Transfer by a Member to a person that acquires such Member’s Units by reason of the death or legal incapacity of such Member. Each Member hereby agrees that it will not Transfer all or any fraction of its Membership Units, except as permitted by this Agreement.
(c) In no event shall all or any part of a Member’s Membership Units be transferred to a minor or a person who is incapacitated, except in trust or by will or interstate succession.
(d) The transferring Member agrees that it will pay all reasonable expenses, including attorneys’ fees, incurred by the Company in connection with a Transfer of its Membership Units.
(e) Each Member hereby covenants that such Member will take no action to cause the Company to be considered to be “publicly-traded” within the meaning of Section 7704 of the Code.
Restrictions on Transfer of Interests. (a) Unless expressly permitted by this Section 8 but subject in all cases to the receipt of all required regulatory approvals (if any), no Member or its Affiliates shall, without the prior written consent of each of the Initial Members, Transfer all or any part of its Interest during the period beginning on the Effective Date and ending on the closing of an Initial Public Offering (the “Restricted Period”); provided, however, that, in the event this Agreement is terminated, then the Restricted Period shall immediately expire.
Restrictions on Transfer of Interests. No Initial Shareholder shall have any right to retire or withdraw voluntarily from the Company or to sell, transfer or assign an Interest or to voluntarily commit an act that constitutes a Withdrawal Event. With certain exceptions noted in Section 8.2 below, no Initial Shareholder may transfer, assign, or otherwise dispose of his or her Interest in the Company without first having a bona fide offer from a third party to purchase the Interest (an "Offer") and then giving the Company the opportunity to purchase the Interest for the price offered by the third party. Further, there must be approval by a Majority-In-Interest of the Initial Shareholders of the Company, and the assignee of the Interest must agree to be bound by the provisions of this Operating Agreement. Any voluntary act of an Initial Shareholder that constitutes a withdrawal from the Company shall constitute a material breach of this Agreement and the Company shall be entitled to collect damages for such breaches. Such damages shall offset any cash or other property otherwise distributable to such Initial Shareholder by the Company. The admission of a transferee of an Interest as an Initial Shareholder shall not effect the dissolution of the Company.
Restrictions on Transfer of Interests. In addition to any other restrictions in the Agreement, the Member may not assign, convey, sell, encumber, or in any way alienate all or any part of the Member's Interest in the Company without registration under applicable United States federal and state securities laws, unless the Member delivers an opinion of counsel satisfactory to the Company that registration under such laws is not required.
Restrictions on Transfer of Interests. No Member may transfer, assign, convey, sell, exchange, encumber or in any way alienate (hereinafter in this Article IX “transfer”) all or any portion of such Member’s Membership Interest, whether now owned or later acquired, except pursuant to the provisions of this Article IX. After the consummation of any transfer, the Membership Interest so transferred shall continue to be subject to the terms and provisions of this Agreement. Any further transfer of the Membership Interest must comply with the terms and provisions of this Agreement, and any transferee of the Membership Interest shall take subject to the restrictions on transfer imposed by Section 5.10 and Article IX of this Agreement.
Restrictions on Transfer of Interests. RIGHT OF FIRST REFUSAL; ADMISSION OF NEW PARTNERS AND TRANSFEREES
Restrictions on Transfer of Interests. (a) No Limited Partner may sell, transfer or assign his interest in the Partnership, in whole or in part, unless the General Partner shall consent to such sale, transfer or assignment, which consent may be withheld in its sole discretion. Further, the General Partner need not consent to a transfer (other than a transfer on death of a Limited Partner) unless the Limited Partner provides an opinion of counsel satisfactory to the General Partner that such sale, transfer or assignment would not cause (i) the termination of the Partnership for Federal income tax purposes; (ii) the application of Section 168(j) of the Code to the Partnership, Property or Partners; or (iii) the failure of the Windsystem to meet, after such transfer, the definition of a qualifying small power production facility as defined in the Public Utility Regulatory Policies Act of 1978. Any such attempted sale, assignment or other transfer shall be void ab initio. The General Partner hereby consents --------- to the security interests created by Limited Partners in connection with the issuance of its Investor Notes.
(b) Except for transfers by bequest, gift or under the laws of intestacy, no Limited Partner may sell, assign or otherwise transfer his interest in the Partnership or any portion thereof, unless the General Partner shall have consented thereto and the interests are registered under the Securities Act of 1933, as amended, and any applicable state securities laws or such Limited Partner obtains an opinion of counsel satisfactory to the General Partner that the interests may be sold in reliance on an exemption from such registration requirements, it being the understanding of each Limited Partner that the Partnership has no obligation or intention to register the interests for resale under any Federal or state securities laws or to take any action which would make available any exemption from the registration requirements of such laws.
(c) In no event shall the interest of a Limited Partner be sold, assigned or transferred to an incompetent, unless by will or intestate succession, and then only if a legal representative of such incompetent has been duly appointed according to law.
(d) In no event shall the interest of a Limited Partner be sold, assigned or transferred to an organization exempt from Federal income tax (including an Individual Retirement Account), nor to any individual who is not a United States taxpayer.
Restrictions on Transfer of Interests. (a) Unless expressly permitted by this Section 8 but subject in all cases to the receipt of all required regulatory approvals (if any), no Member or its Affiliates shall, without the prior written consent of each of the Initial Members, Transfer all or any part of its Interest during the period beginning on the Effective Date and ending on the closing of an Initial Public Offering (the “Restricted Period”); provided, however, that, in the event this Agreement is terminated, then the Restricted Period shall immediately expire.
(b) The term “Transfer”, when used in this Agreement with respect to an Interest, means any sale, exchange, assignment, transfer, pledge, encumbrance, hypothecation, mortgage, gift or other disposition of any kind (or the entering into any contract, option or other arrangement or understanding to do any of the foregoing), whether voluntary, involuntary or by operation of law, including without limitation any transfer of any securities or assets by any Member or any Affiliate of such Member if as a result of such transfer, such Member or an Affiliate shall cease to have indirect ownership of such Interest, but does not include a change of control of a Member (unless (A) the primary asset of the applicable Member (or other change of control entity) is the direct or indirect ownership of Interests or (B) the transferee (or other acquiror) in connection with such change of control is *** as reasonably determined by ***, or a party that has a *** (whether directly or indirectly and whether as a *** and such party or through ***) as reasonably determined by ***, in which case, such change of control of a Member (or other entity) shall be deemed to be a “Transfer” for purposes of this Article VIII); provided however that the transferee in connection with such change of control of a Member shall agree to be bound by the terms and conditions of this Agreement applicable to the transferring Member.
(c) Any Transfer or purported Transfer of any Interest not made in accordance with this Article VIII shall be null and void, ab initio.
(d) No Member or its Permitted Transferees shall Transfer all or any part of its Interest to any Person (i) without delivering to the Company an Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit D, (ii) except in compliance with all applicable federal and state securities laws, (iii) without delivering to the Company in advance of such Transfer a legal opinion of counsel (to the...
Restrictions on Transfer of Interests. In addition to other restrictions found in this Agreement, without the consent of a Majority Interest or as provided in
