Restrictions on Transfer of Partnership Interests Sample Clauses
Restrictions on Transfer of Partnership Interests. (a) Subject to the provisions of Sections 8.02(b), (c) and (d) and except as provided in Article X hereof, no Limited Partner may offer, sell, assign, hypothecate, pledge or otherwise transfer all or any portion of its Partnership Interest or Partnership Units, or any of such Limited Partner’s economic rights as a Limited Partner, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a “Transfer”) without the consent of the General Partner, which consent may be granted or withheld in the sole and absolute discretion of the General Partner. The General Partner may require, as a condition of any Transfer to which it consents, that the transferor assume all costs incurred by the Partnership in connection therewith.
(b) No Limited Partner may withdraw from the Partnership other than as a result of a permitted Transfer (i.e., a Transfer consented to as contemplated by clause (a) above or clause (c) below or a Transfer pursuant to Section 8.05 below) of all of his Partnership Units pursuant to this Article VIII. Upon the permitted Transfer of all of a Limited Partner’s Partnership Units, such Limited Partner shall cease to be a Limited Partner.
(c) Notwithstanding the foregoing, a Partner may pledge its Partnership Interest to the Partnership to secure any obligations owed by such Partner to the Partnership.
(d) No Limited Partner may effect a Transfer of its Partnership Interest or Partnership Units, in whole or in part, if, in the opinion of legal counsel for the Partnership, such proposed Transfer would require the registration of the Partnership Interest or Partnership Units under the Securities Act or would otherwise violate any applicable federal or state securities or blue sky law (including investment suitability standards).
(e) No Transfer by a Limited Partner of its Partnership Interest or Partnership Units, in whole or in part, may be made to any Person if in the opinion of legal counsel for the Partnership, the transfer would result in the Partnership’s being treated as a publicly traded partnership taxable as a corporation or an association taxable as a corporation.
(f) Any purported Transfer in contravention of any of the provisions of this Article VIII shall be void ab initio and ineffectual and shall not be binding upon, or recognized by, the General Partner or the Partnership.
(g) Prior to and as a condition of the consummation of any Transfer under this Article VIII, the transferor and/or the transferee shal...
Restrictions on Transfer of Partnership Interests. (a) Subject to the provisions of Sections 9.02(b), (c) and (d), no Limited Partner may offer, sell, assign, hypothecate, pledge or otherwise transfer all or any portion of his Partnership Interest or Partnership Units, or any of such Limited Partner’s economic rights as a Limited Partner, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a “Transfer”) without the consent of the General Partner, which consent may be granted or withheld in its sole and absolute discretion. The General Partner may require, as a condition of any Transfer to which it consents, that the transferor assume all costs incurred by the Partnership in connection therewith.
(b) No Limited Partner may withdraw from the Partnership other than as a result of a permitted Transfer (i.e., a Transfer consented to as contemplated by clause (a) above or clause (c) below or a Transfer pursuant to Section 9.05 below) of all of his Partnership Units pursuant to this Article IX or pursuant to a redemption of all of his Partnership Units pursuant to Section 8.04. Upon the permitted Transfer or redemption of all of a Limited Partner’s Partnership Units, such Limited Partner shall cease to be a Limited Partner.
(c) Subject to Sections 9.02(d) and (e) below, a Limited Partner may Transfer, with the consent of the General Partner, all or a portion of his Partnership Units to (i) a parent or parent’s spouse, natural or adopted descendant or descendants, spouse of such descendant, or brother or sister, or a trust created by such Limited Partner for the benefit of such Limited Partner and/or any such person(s), of which trust such Limited Partner or any such person(s) is a trustee, (ii) a corporation, partnership or limited liability company controlled by a Person or Persons named in (i) above or (iii) if the Limited Partner is an entity, its beneficial owners.
(d) No Limited Partner may effect a Transfer of its Partnership Interest or Partnership Units, in whole or in part, if, in the opinion of legal counsel for the Partnership, such proposed Transfer would require the registration of the Partnership Interest or Partnership Units under the Securities Act or would otherwise violate any applicable federal or state securities or blue sky law (including investment suitability standards).
(e) No Transfer by a Limited Partner of its Partnership Interest or Partnership Units, in whole or in part, may be made to any Person if (i) in the opinion of legal counsel for the Par...
Restrictions on Transfer of Partnership Interests. A Partner may Transfer his or her Partnership Interest to another Person subject to the following restrictions:
Restrictions on Transfer of Partnership Interests. Except as provided in Section 8.5 below and Article 10 hereof, no Partnership Interest may be transferred, conveyed, sold, hypothecated, encumbered or assigned without the prior unanimous Vote or written consent of the Partners pursuant to Section 6.4.8 hereof.
Restrictions on Transfer of Partnership Interests. (a) PERMITTED TRANSFERS Neither Partner may transfer, sell, alienate, assign or otherwise dispose of all or any part of its interest in the Partnership, whether voluntarily, involuntarily or by operation of law, or at a judicial sale or otherwise; provided that nothing herein contained shall be construed to prohibit either
(i) the transfer of Celex's (a) entire interest in the Partnership to any corporation 100% of the capital stock of each class of which is owned directly or indirectly by Celex, or a corporation under common control with Celex, or (b) the sale of all or substantially all of the assets of Celex or the sale of all the capital stock of Celex; or
(ii) the transfer of CEM's entire interest in the Partnership to any corporation 100% of the capital stock of each class of which is owned directly or indirectly by CEM. In the case of any proposed transfer as described above, such transferee shall, immediately upon such transfer, become a Partner and expressly assume in writing the due and punctual performance of all the obligations of the transferring Partner under this Agreement and consent and undertake in writing to assume and perform all the obligations hereunder not theretofore performed and discharged by such Partner and to execute this Agreement and to be bound by all the terms and provisions hereof; provided further, however, that no such transfer shall be permitted without the express written consent of the non-transferring Partner if such transfer would, in the reasonable opinion of the non-transferring Partner, result in adverse tax consequences to the non-transferring Partner.
(b) CONDITION OF PERMITTED TRANSFER Whenever pursuant to this Article IX any transferee is entitled to become a Partner, the other Partner shall execute an appropriate instrument admitting such transferee as a Partner.
Restrictions on Transfer of Partnership Interests. Except as otherwise provided herein, no Partner may Transfer all or any portion of its Partnership Interest without the prior unanimous written consent of the Advisory Committee. Notwithstanding the foregoing, each Partner shall be permitted to Transfer all or any portion of its Partnership Interest to an Affiliate of such Partner. In addition, any Formation Partner shall be entitled to Transfer all or any portion of its Partnership Interest to the other Formation Partner. A Change in Control of a Formation Partner shall not be deemed a Transfer for purposes of this Agreement.
Restrictions on Transfer of Partnership Interests. (a) Except as permitted by the Financing Documents, no Partner may, directly or indirectly, assign, sell, exchange, transfer, pledge, hypothecate or otherwise dispose of all or any part of its interest in the Partnership (any assignment, sale, exchange, transfer, pledge, hypothecation or other disposition of an interest in the Partnership being herein collectively called a "Transfer") to any person, other than in accordance with paragraph (b) below.
(b) As required by the Financing Documents or otherwise on or after the Financing Trigger Date, a Partner may mortgage, pledge, hypothecate or otherwise encumber all or any portion of such Partner's interests as a Partner under this Agreement, including its right to receive a portion of the Non-Capital Proceeds, Capital Proceeds, Net Income and Net Losses provided, however, that upon a foreclosure of such mortgage, pledge, hypothecation or encumbrance, the holder thereof (or its nominee) shall not be admitted as a substitute Partner (a "Transferee") without the consent of the General Partner and its execution of an instrument satisfactory to the General Partner under which it accepts and adopts all of the terms and provisions of the Agreement.
Restrictions on Transfer of Partnership Interests. Neither Party shall sell, transfer, assign, pledge, hypothecate or otherwise dispose of or encumber its interest in the Partnership without the express written consent of the other Party.
Restrictions on Transfer of Partnership Interests. (a) Subject to the provisions of Sections 8.02(b), (c) and (d) and except as provided in Article X hereof, no Limited Partner may offer, sell, assign, hypothecate, pledge or otherwise transfer all or any portion of its Partnership Interest or Partnership Units, or any of such Limited Partner’s economic rights as a Limited Partner, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a “Transfer”) without the consent of the General Partner, which consent may be granted or withheld in the sole and absolute discretion of the General Partner. The General Partner may require, as a condition of any Transfer to which it consents, that the transferor assume all costs incurred by the Partnership in connection therewith.
(b) No Limited Partner may withdraw from the Partnership other than as a result of a permitted Transfer (i.e., a Transfer consented to as contemplated by clause (a) above or clause (c) below or a Transfer pursuant to Section 8.05 below) of all of his Partnership Units pursuant to this Article VIII. Upon the permitted Transfer of all of a Limited Partner’s Partnership Units, such Limited Partner shall cease to be a Limited Partner.
Restrictions on Transfer of Partnership Interests. 60 Noncompetition Agreement and Protection of Confidential Information.....60