Restrictions on Transfer of Units. Until the vesting of, and lapse of the restrictions applicable to, any Units and the delivery of Shares in payment therefor, Units may not be sold, transferred, pledged, exchanged, hypothecated or disposed of by you and shall not be subject to execution, attachment or similar process.
Restrictions on Transfer of Units. CERTAIN TRANSACTIONS 37
Restrictions on Transfer of Units. Except for any Transfers permitted in the LLC Agreement or other agreement entered into in connection herewith or therewith, the Executive shall not transfer any Executive Preferred Units.
Restrictions on Transfer of Units. (a) No Member may, directly or indirectly, assign, sell, exchange, transfer, pledge, mortgage, hypothecate or otherwise encumber or dispose of all or any part of its Units (a "Transfer") to any Person, other than in accordance with this Article IX.
(b) Any Member may Transfer its Units as follows:
(i) all or part of such Units to any Person after obtaining the prior written consent of the Alter Member and each Westxxxxx Member, which Transfer shall be subject to the Tag-Along Rights and the Drag-Along Rights to the extent, if any, provided in such consent;
(ii) solely in the case of the Alter Member and each Westxxxxx Member, all or part of such Units to an Alter Transferee or a Westxxxxx Transferee, which Transfer shall not be subject to any Tag-Along Rights or Drag-Along Rights under
Restrictions on Transfer of Units. (a) No Member shall Transfer any interest in such Member’s Units without the prior written consent of the Board, except Transfers (i) to Permitted Transferees, (ii) in connection with a Sale of the Company, or (iii) to the Company in connection with the exercise of any repurchase right or redemption pursuant to Section 3.7. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, if the Board determines that any Transfer of Units would have an adverse effect on the Company by causing the Company to become subject to the reporting requirements of the Exchange Act or to be treated as a publicly traded partnership within the meaning of Code Section 7704 and Treasury Regulations Section 1.7704-1, the Board may prohibit any such Transfer.
(b) Any Transfer by any Member of any Units or other interest in the Company in violation of this Agreement (including, without limitation, any Transfer in violation of this Section 12.1, or the failure of the Transferee to execute a Joinder, or a Transfer that occurs because a Person’s spouse refuses to agree to and execute a written consent attached hereto as Schedule C), or that would cause the Company to not be treated as a partnership for U.S. federal income tax purposes shall be void and ineffective and shall not bind or be recognized by the Company or any other party, and no such purported assignee shall have any right to vote on any matter or any right to any Profits, Losses or Distributions. No Member shall pledge or otherwise encumber all or any portion of his, her or its Units or the right to receive Distributions or Tax Distributions in the Company without the prior written consent of the Board, which consent may be given or withheld in its sole and absolute discretion.
(c) No Member shall avoid the restrictions on Transfer set forth in this Agreement or the repurchase or redemption provisions set forth in Section 3.7 by (i) making one or more Transfers to one or more Permitted Transferees and then disposing of all or any portion of such Member’s interest in any such Permitted Transferee or (ii) making direct or indirect Transfers of the equity interests of such Member.
Restrictions on Transfer of Units. (a) No Unitholder (nor any permitted transferees of any Unitholder) may Transfer any interest in the Company, including any of such Unitholder's Units, to any Person, except by a Change of Control; provided, that any Unitholder may Transfer all of its interest in the Company, including all of its Units, to any of their respective Affiliates, with the prior written consent of every other Unitholder, which consent shall not be unreasonably withheld; and provided, further, that (i) the transferee agrees in writing to become a party hereto and assumes all the obligations of the transferring Unitholder hereunder and under each other Operative Document to which the transferring Unitholder is a party and (ii) immediately after giving effect to such Transfer, no Event of Default or an event or condition that with the giving of notice or lapse of time or both would constitute an Event of Default with respect to the transferee Unitholder shall exist. Following the effectiveness of any such Transfer, the transferring Unitholder shall no longer have the transferred right, title or interest in the Company or any rights under this Agreement and the transferee shall be substituted as a Unitholder for all purposes of this Agreement. The transferring Unitholder shall, however, remain responsible for all obligations under this Agreement and the other Operative Documents for any transferee which is an Affiliate of the transferring Unitholder and shall not be released or discharged from any existing liability or obligation to any Person. Any subsequent Transfer of an ownership interest in such Affiliate by the transferring Unitholder shall be deemed to constitute a Transfer of Units requiring compliance with this Section 9.01.
(b) If a Unitholder Transfers its entire interest in the Company pursuant to Section 9.01(a), the transferee shall succeed to all the rights and obligations of such Unitholder under this Agreement.
(c) Any Unitholder may agree to pay amounts equal to distributions received by such Unitholder from the Company to a third party in its sole discretion pursuant to a Permissible Assignment Agreement. "Permissible Assignment Agreement" means an agreement between a Unitholder and another Person (the "Permissible Assignee") which:
Restrictions on Transfer of Units. (a) Subject to the provisions of Sections 10.2(b), 10.2(c), 10.3 and 11.1 hereof, no Member may offer, sell, assign, hypothecate, pledge or otherwise Transfer all or any portion of such Member’s Units, or any of such Member’s economic rights as a Member without the consent of the Managing Member, which consent may be granted or withheld in the Managing Member’s sole and absolute discretion; provided, that the term Transfer for purposes of this Section 10.2(a) does not include (a) any redemption of Common Units by the Company or the Managing Member, or acquisition of Common Units by the Managing Member, pursuant to Section 11.1 or (b) any redemption of Units pursuant to any Unit Designation. The Managing Member may require, as a condition of any Transfer to which it consents, that the transferor assume all costs incurred by the Company in connection therewith (including, but not limited to, cost of legal counsel).
(b) No Member may withdraw from the Company other than as a result of a permitted Transfer (i.e., a Transfer consented to as contemplated by clause (a) above or a Transfer pursuant to Sections 10.3 or 10.6 hereof) of all of such Member’s Units pursuant to this Article X or pursuant to a redemption of all of such Member’s Common Units pursuant to Section 11.1 hereof. Upon the permitted Transfer or redemption of all of a Member’s Common Units and LTIP Units, such Member shall cease to be a Member.
(c) No Member may effect a Transfer of its Units, in whole or in part, if, in the opinion of legal counsel for the Company, such proposed Transfer would require the registration of the Units under the Securities Act or would otherwise violate any applicable federal or state securities or blue sky law (including investment suitability standards).
(d) No Transfer by a Member of its Units, in whole or in part, may be made to any Person (including, for the avoidance of doubt, pursuant to the Redemption Right) if (i) in the opinion of legal counsel for the Company, such Transfer would result in the Company or the Managing Member being treated as an association taxable as a corporation, (ii) in the opinion of legal counsel for the Company, such Transfer could cause any REIT Entity to fail to qualify as a “real estate investment trust” under Sections 856 through 860 of the Code or (iii) in the opinion of legal counsel for the Company, such Transfer is reasonably likely to cause the Company or the Managing Member to fail to satisfy the 90% qualifying income test d...
Restrictions on Transfer of Units. (a) No Member may in any manner, directly or indirectly, assign, sell, exchange, transfer, pledge, hypothecate or otherwise dispose of (any such assignment, sale exchange, transfer, pledge, hypothecation or other disposition of an Interest in the Company, whether by merger, operation of law or otherwise, being herein collectively called a “Transfer”) any interest in his, her or its Units or other Equity Securities of the Company, if any, to any Person except in accordance with this Article X.
Restrictions on Transfer of Units. Executive may not Transfer any Units, except in an Exempt Transfer (subject to the provisions of Section 9.1 hereof) or as otherwise provided by the terms of this Agreement or the Other Transaction Documents.
Restrictions on Transfer of Units. No Member shall assign, sell, transfer, convey, pledge, encumber or otherwise restrict or alienate, whether voluntarily, involuntarily or by operation of law, directly or indirectly, any Units except with the approval of the Board, and then only in accordance with all applicable securities laws.
