Common use of Restrictions on Transfer of Interests Clause in Contracts

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) Subject to Section 11.2(b8.1(b), no transfer (a “Transfer”) Transfer of all or any portion fraction of a Member’s Units Nonmanaging Member s Interest may be made without (i) the prior written consent of the ManagerManaging Member, which consent may be withheld for any reason at the Manager’s Managing Member s sole discretion, (ii) the receipt by the Manager Managing Member of such documents and instruments of transfer Transfer as the Manager Managing Member may reasonably require, and (iii) if requested required by the ManagerManaging Member, the receipt by the ManagerManaging Member, not less than 10 ten (10) days prior to the date of any proposed Transfer Transfer, of a written opinion of counsel (who may be counsel for the CompanyFund), satisfactory in form and substance to the ManagerManaging Member, to the effect that such Transfer would not result in any adverse legal or regulatory consequences to the Company Fund or any Member under the Investment Company Act of 1940Act, the Investment Advisers Act of 1940Act, or otherwise, including, but not limited to, that such Transfer would not: · : (i) result in a violation of the Securities Act of 1933Act, the Securities Exchange Act of 1934, or any securities laws of any other jurisdiction applicable to the Company Fund or the interest Interest to be transferred; · ; (ii) cause the Company Fund to become a “publicly traded limited liability company” company for federal income tax purposes; · ; (iii) constitute a “public offering” 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 1940Act; or · or (iv) result in the termination of the Company Fund or loss by the Company Fund of its status as a partnership Fund for tax purposes. (b) Section 11.2(a8.1(a) shall not apply to a Transfer by a Nonmanaging Member to a person Person that acquires such Member’s Units Nonmanaging Member s Interest by reason of the death or legal incapacity of such Nonmanaging Member. Each Nonmanaging Member hereby agrees that it will not Transfer all or any fraction of its Membership UnitsInterest, except as permitted by this Agreement. (c) In no event shall all or any part of a Member’s Membership Units an Interest be transferred to a minor or a person person, who is incapacitatedIncapacitated, except in trust or by will or interstate intestate succession. (d) The transferring Nonmanaging Member agrees that it will pay all reasonable expenses, including attorneys’ attorneys fees, incurred by the Company Fund in connection with a Transfer of its Membership UnitsInterest. (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) Subject to 7.1.1 Notwithstanding any other provisions of this Section 11.2(b)7.1, no transfer (a “Transfer”) Transfer of all or any portion fraction of a Member’s Units Class A Limited Partner's Interest may be made without (ia) the prior written consent Consent of the ManagerGeneral Partner, which consent Consent may be withheld for any reason at in the Manager’s General Partner's sole and absolute discretion, and (iib) 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, General Partner not less than 10 ten (10) days prior to the date of any proposed Transfer transfer of a written opinion of responsible counsel (who may be counsel for the CompanyPartnership), satisfactory in form and substance to the Manager, General Partner to the effect that such Transfer would not result in any adverse legal or regulatory consequences to the Company Partnership or any Member under the Investment Company Act of 1940Partner thereof, the Investment Advisers Act of 1940, or otherwise, including, including but not limited to, that such Transfer would not: · result in : (i) a violation of the Securities Act of 1933, the Securities Exchange Act of 1934as amended, or any "Blue Sky" laws or other securities or other laws or regulations of the United States or any state of the United States or any over jurisdiction applicable to the Company Partnership or the interest Interest to be transferred; · cause ; (ii) 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 Partnership of its status as a partnership for tax purposes.; or (biii) the termination of the Partnership pursuant to Section 11.2(a708(b)(1)(B) of the Code; provided, however, that: clause (i) of the foregoing provisions of this Section 7.1.1 shall not apply to a Transfer by a Member Limited Partner to a person that acquires Person which succeeds to its business substantially as an entirety, or which, directly or indirectly, owns all the outstanding equity securities of such Member’s Units by reason Limited Partner or is a wholly-owned subsidiary of such Limited Partner (or of the death Person of which such Limited Partner, directly or legal incapacity indirectly, is a wholly-owned subsidiary); provided further, however, that the General Partner may not consent to the transfer of Interests of a Limited Partner who has a relationship with the General Partner as described in Section 3.03(9) of Revenue Procedure 89-12 as modified, supplemented or superseded in relevant part (a "Related Limited Partner") so as to reduce the aggregate Interest of such MemberRelated Limited Partner (after taking into account the proposed transfer) to less than 66% the original Interests of such Related Limited Partner. The General Partner agrees to cooperate with any Limited Partner making a Transfer by providing promptly such records and other factual information as may be reasonably requested with respect to any proposed Transfer. Each Member Limited Partner hereby severally agrees that it will not Transfer transfer all or any fraction of its Membership Units, Interest in the Partnership except as permitted by this Agreement. (c) 7.1.2 In no event shall all or any part of a Member’s Membership Units an Interest be transferred to a minor or a person who is incapacitated, an incompetent except in trust or by will or interstate intestate succession. (d) 7.1.3 The transferring Member Class A Limited Partner agrees that it will pay all reasonable expenses, including attorneys’ ' fees, incurred by the Company Partnership in connection with such Transfer. 7.1.4 Any Person which acquires all or any fraction of the Interest of a Class A Limited Partner shall be obligated to pay to the Partnership the appropriate portion of any amounts thereafter becoming due in respect of the unpaid Capital Contributions committed to be made by its predecessor in interest and shall succeed to the appropriate part of the Capital Account of its predecessor in interest. Each Class A Limited Partner agrees that, notwithstanding the Transfer of all or any fraction of its Membership UnitsInterest, as between it and the Partnership, it will remain liable for the unpaid Capital Contributions as required to be made with respect to its interest prior to the time, if any, when the purchaser, assignee or transferee of such Interest, or fraction thereof, is admitted as a Substituted Limited Partner. (e) Each Member hereby covenants that 7.1.5 Notwithstanding anything herein to the contrary, in no event may an Interest of a Class A Limited Partner be transferred, unless such Member will take no action Interest represents either original aggregate Capital Contributions to cause the Company to be considered to be “publicly-traded” within the meaning Partnership of Section 7704 of the Codeat least $10,000 or such Limited Partner's entire Interest.

Restrictions on Transfer of Interests. (a) Subject No Member (nor any permitted transferees of any Member) may Transfer any interest in the Company, including any of such Member’s Interests, to Section 11.2(b)any Person, no transfer except by a Change of Control; provided, that any Member may Transfer all of its interest in the Company, including all of its Interests, subject to the Companies Act, to any one (a “Transfer”1) of all or any portion of a Member’s Units may be made without (i) their respective Affiliates, with the prior written consent of the Managerevery other Member, which consent may shall not be withheld for any reason at unreasonably withheld; and provided, further, that (i) the Manager’s sole discretiontransferee agrees in writing to become a party hereto and assumes all the obligations of the transferring Member hereunder and under each other FF Operative Document to which the transferring Member is a party (except to the extent the express terms of the Patent Indemnification Agreement condition its transferability on the consent of the non-transferring Member and such Member has not consented to Transfer thereof), and (ii) immediately after giving effect to such Transfer, no Event of Default or an event or condition that with the receipt by giving of notice or lapse of time or both would constitute an Event of Default with respect to the Manager transferee Member shall exist. Following the effectiveness of any such documents and instruments of transfer as the Manager may reasonably require, and (iii) if requested by the ManagerTransfer, the receipt by transferring Member shall no longer have the Managertransferred right, 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 title or interest 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 rights under this Agreement and the transferee shall be substituted as a Member for all purposes of this Agreement. The transferring Member shall, however, remain responsible for all obligations under this Agreement and 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 other FF Operative Documents for any transferee which is an Affiliate of the Securities Act transferring Member and shall not be released or discharged from any existing liability or obligation to any Person. Any subsequent Transfer of 1933, an ownership interest in such Affiliate by the Securities Exchange Act of 1934, or any securities laws of any jurisdiction applicable transferring Member shall be deemed 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 Transfer of Interests requiring compliance with this 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 purposes9.1. (b) Section 11.2(a) shall not apply to a Transfer by If a Member Transfers its entire interest in the Company pursuant to a person that acquires such Member’s Units by reason of Section 9.1(a), the death or legal incapacity transferee shall succeed to all the rights and obligations of such Member. Each Member hereby agrees that it will not Transfer all or any fraction of its Membership Units, except as permitted by under 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) Subject No Member (nor any permitted transferees of any Member) may Transfer any interest in the Company, including any of such Member’s Interests, to Section 11.2(b)any Person, no transfer except by a Change of Control; provided, that any Member may Transfer all of its interest in the Company, including all of its Interests, subject to the Companies Act, to any one (a “Transfer”1) of all or any portion of a Member’s Units may be made without (i) their respective Affiliates, with the prior written consent of the Managerevery other Member, which consent may shall not be withheld for any reason at unreasonably withheld; and provided, further, that (i) the Manager’s sole discretiontransferee agrees in writing to become a party hereto and assumes all the obligations of the transferring Member hereunder and under each other FF Operative Document to which the transferring Member is a party (except to the extent the express terms of the Patent Indemnification Agreement condition its transferability on the consent of the non-transferring Member and such Member has not consented to Transfer thereof), and (ii) immediately after giving effect to such Transfer, no Event of Default or an event or condition that with the receipt by giving of notice or lapse of time or both would constitute an Event of Default with respect to the Manager transferee Member shall exist. Following the effectiveness of any such documents and instruments of transfer as the Manager may reasonably require, and (iii) if requested by the ManagerTransfer, the receipt by transferring Member shall no longer have the Managertransferred right, 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 title or interest 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 rights under this Agreement and the transferee shall be substituted as a Member for all purposes of this Agreement. The transferring Member shall, however, remain responsible for all obligations under this Agreement and 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 other FF Operative Documents for any transferee which is an Affiliate of the Securities Act transferring Member and shall not be released or discharged from any existing liability or obligation to any Person. Any subsequent Transfer of 1933, an ownership interest in such Affiliate by the Securities Exchange Act of 1934, or any securities laws of any jurisdiction applicable transferring Member shall be deemed 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 Transfer of Interests requiring compliance with this 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 purposes9.1. (b) Section 11.2(a) shall not apply to a Transfer by If a Member Transfers its entire interest in the Company pursuant to a person that acquires such Member’s Units by reason of Section 9.1(a), the death or legal incapacity transferee shall succeed to all the rights and obligations of such Member. Each Member hereby agrees that it will not Transfer all or any fraction of its Membership Units, except as permitted by under this Agreement. (c) In no event shall all or any part of a Member’s Membership Units be transferred Any Member may agree to a minor or a person who is incapacitated, except in trust or pay amounts equal to distributions received 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 from the Company to be considered a third party in its sole discretion pursuant to be a Permissible Assignment Agreement. “publicly-tradedPermissible Assignment Agreement” within means an agreement between a Member and another Person (the meaning of Section 7704 of the Code.“Permissible Assignee”) which:

Restrictions on Transfer of Interests. (a) Subject to Section 11.2(b8.1(b), no transfer (a “Transfer”) Transfer of all or any portion fraction of a Nonmanaging Member’s Units 's Interest may be made without (i) the prior written consent of the ManagerManaging Member, which consent may be withheld for any reason at the Manager’s Managing Member's sole discretion, (ii) the receipt by the Manager Managing Member of such documents and instruments of transfer Transfer as the Manager Managing Member may reasonably require, require and (iii) if requested required by the ManagerManaging Member, the receipt by the ManagerManaging Member, not less than 10 ten (10) days prior to the date of any proposed Transfer of a written opinion of counsel (who may be counsel for the CompanyFund), satisfactory in form and substance to the ManagerManaging Member, to the effect that such Transfer would not result in any adverse legal or regulatory consequences to the Company Fund or any Member under the Investment Company Act of 1940Act, the Investment Advisers Act of 1940, or otherwise, including, but not limited to, that such Transfer would not: · : (i) result in a violation of the Securities Act of 1933Act, the Securities Exchange Act of 1934, or any securities laws of any other jurisdiction applicable to the Company Fund or the interest Interest to be transferred; · ; (ii) cause the Company Fund to become a “"publicly traded limited liability company” " for federal income tax purposes; · ; (iii) 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 1940Act; or · or (iv) result in the termination of the Company Fund or loss by the Company Fund of its status as a partnership Fund for tax purposes. (b) Section 11.2(a8.1(a) shall not apply to a Transfer by a Nonmanaging Member to a person Person that acquires such Member’s Units Nonmanaging Membership Interest by reason of the death or legal incapacity of such Nonmanaging Member. Each Nonmanaging Member hereby agrees that it will not Transfer all or any fraction of its Nonmanaging Membership UnitsInterest, except as permitted by this Agreement. (c) In no event shall all or any part of a Member’s Membership Units an Interest be transferred to a minor or a person who is incapacitatedIncapacitated, except in trust or by will or interstate intestate succession. (d) The transferring Nonmanaging Member agrees that it will pay all reasonable expenses, including attorneys’ ' fees, incurred by the Company Fund in connection with a Transfer of its Nonmanaging Membership UnitsInterest. (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.