Restrictions on Transfers of Units. (a) Prior to the fifth anniversary of the Effective Date, no Member shall Transfer any of its Units except for any Transfer (i) made with the prior written consent of the Managing Member, and (x) in the case of any Transfer of Units by CAC, the prior written consent of CEC, and (y) in the case of any Transfer of Units by any CEC Member, the prior written consent of CAC, (ii) made to any of the transferring Member’s Permitted Transferees, or (iii) made in accordance with Section 7.5; provided that, in each case, such Transfer and such prospective Transferee complies with, and is subject to the terms, conditions and limitations of, Section 3.4, clauses (b)-(g) below and Article 13. From and after the fifth anniversary of the Effective Date, subject to Section 3.4, and clauses (b)-(g) below, any Member (other than the Managing Member so long as it is the Managing Member) may Transfer its Units to any Person without the consent of any other Member; provided that any such Transferee is not a Competitor to CEC and such Transfer and such Transferee complies with Article 13. Without limiting the foregoing, any proposed Transfer of Units by any CEC Member shall be subject to Section 7.2 below.
(b) Transfers of Units otherwise permitted or required by this Agreement may only be made in compliance with federal and state securities laws, including the Securities Act and the rules and regulations thereunder, applicable Gaming Laws and the Act and no Transfers of Units shall be made to any Person (other than the Managing Member) that is not a “qualified purchaser” under the Investment Company Act, or who is an Unsuitable Person or an Affiliate of an Unsuitable Person.
(c) Unless otherwise waived by the Managing Member, for so long as the Company is a partnership for U.S. federal income tax purposes, in no event may any Transfer of any Units by any Member be made if (i) such Transfer would cause a termination of the partnership for federal or state, if applicable, income tax purposes, (ii) such Transfer would result in the Company at any time during its taxable year having more than 100 partners within the meaning of Regulations § 1.7704-1(h)(1)(ii) (taking into account Regulations § 1.7704-1(h)(3)) unless the Company would satisfy the lack of actual trading safe-harbor set forth in Regulations § 1.7704-1(j) for all subsequent tax years, (iii) such Transfer would otherwise result in the Company being treated as a “publicly traded partnership,” as such term is defined in ...
Restrictions on Transfers of Units. (a) Except as otherwise provided in this Agreement, no Member or Assignee may Transfer any Units held by such Member or Assignee to any other Person without obtaining the approval of holders of a majority of the Class A Units. Any attempted Transfer of a Unit in violation of this Article 11 shall be, and is hereby declared, null and void ab initio, and the purported Transferee shall (a) not be admitted as a Member, (b) not be deemed to be an Assignee of the Units purported to be Transferred, and (c) have no rights to share in Profits or Losses, to receive any distributions, or to receive any allocations of income, gain, loss, deduction or credit or other similar items with respect to the Units purported to be Transferred. If, notwithstanding the prohibition hereunder, applicable law requires that a Transfer of Units in violation of this Article 11 must be given effect, the Transferee of such noncomplying Transfer shall have only the rights of an Assignee, the Units so Transferred shall be subject to the repurchase provisions of Section 11.8, and shall also be subject to such legal and equitable remedies as may be available to the Company and the other Members.
(b) The Members acknowledge and understand that interests in the Company cannot be readily purchased or sold in the open market, and that each of the Members has entered into this Agreement in substantial reliance upon the strict enforcement of the covenants and conditions of this Agreement. Because of such limited marketability of interests, such substantial reliance on the covenants and conditions hereof, and the unique relationship that exists among Members entering into a common business venture, among other reasons, it is expressly agreed and acknowledged that the Members will be irreparably damaged in the event that this Agreement is not specifically enforced. Should any dispute arise concerning the Transfer of Units, an injunction may be issued enjoining such Transfer pending the determination of such controversy. Such remedy shall, however, be cumulative and not exclusive, and shall be in addition to any other remedy which the parties may have at law or in equity.
Restrictions on Transfers of Units. (a) Prior to the completion of the Company’s first Public Offering, no Member may Transfer any Units, except in an Exempt Transfer or otherwise in accordance with the applicable terms of this Agreement. To the extent Cannae, THL or Parent (as applicable) Transfers any or all of its Units pursuant to an Exempt Transfer, the defined terms (i) “Cannae”, (ii) “THL” and “THL Holders” and (iii) Parent, as applicable, shall be deemed to include the Transferee of such Exempt Transfer.
(b) No Transfer of any Units by any Member shall become effective unless and until the Transferee (unless such Transferee already is party to this Agreement) executes and delivers to the Company a counterpart to this Agreement, agreeing to be treated in the same manner as the transferring Member. Upon such Transfer and such execution and delivery, the Transferee acquiring Transferred Units shall be bound by, and entitled to the benefits of, this Agreement in the same manner as the transferring Member; provided that no Transferee of Cannae or THL (other than a Transferee pursuant to clauses (d) through (g) of the definition of an Exempt Transfer) shall be entitled to any of the rights of Cannae or THL set forth in this Agreement (or the benefits hereunder) other than Article III, Section 4.5, Article V, Article VI, Article VII, Section 8.2, Article XI, Article XII, Section 13.2(a) - (c), Article XIV, Article XV and Article XVI.
(c) No Units may be transferred by a Member (other than pursuant to an effective registration statement under the Securities Act) unless, if requested by the Company, such Member first delivers to the Company an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company, to the effect that such Transfer is not required to be registered under the Securities Act or applicable state securities laws. The Board may waive such opinion requirement on advice of counsel acceptable to the Board. In addition to any other restrictions on Transfer imposed by this Agreement, no Member may Transfer any Unit (i) if the Board determines that the Company could, as a result of such Transfer, be treated as a “publicly traded partnership” within the meaning of Section 7704(b) of the Code and (ii) without first delivering to the Board, if requested, an opinion of nationally recognized tax counsel or consultant (reasonably acceptable in form and substance to the Board) that such Transfer will not cause the Company to be deemed a “publicly traded par...
Restrictions on Transfers of Units. (a) No Member, nor any Permitted Transferee of any such Member, shall Transfer any interest in its Units, directly or indirectly, except the Transfer of all, but not less than all, of its Units (i) to a Permitted Transferee or (ii) as permitted or required by Article XI.
(b) The restrictions set forth in this Section 8.1 shall not apply with respect to any Transfer (i) of all, but not less than all, of the Units held by the Valero Member to Valero Parent or any direct or indirect wholly-owned Subsidiary of Valero Parent, (ii) of all, but not less than all, of the Units held by the Darling Member to Darling Parent or any direct or indirect wholly-owned Subsidiary of Darling Parent, (iii) indirectly by the Darling Member pursuant to a merger or consolidation of Darling Parent with or into another Person or indirectly by the Valero Member pursuant to a merger or consolidation of Valero Parent with or into another Person, (iv) of all, but not less than all, of the Units held by the Valero Member in connection with the acquisition of, and directly or indirectly to the acquirer of, the St. Cxxxxxx Refinery; provided that the Valero Member must require such acquirer to expressly assume the obligations of the Valero Member or its applicable Affiliate under the Services and Utilities Supply Agreement, the Lease Agreement, and if required pursuant to the terms of the Product Offtake Agreement, the Product Offtake Agreement, as a condition to the closing of such acquisition, (v) by any Member in the case of a Transfer required under Applicable Law (provided that a Transfer by operation of law (including by merger, consolidation or similar transaction) shall not be permitted except as provided under clause (iii) above), (vi) by any Member to secure institutional indebtedness or (vii) in all other cases, with the prior written consent of a Supermajority Interest (Persons described in clauses (i) - (vii) of this Section 8.1(b) being such Member’s “Permitted Transferees”); provided that, in the case of a Transfer to a Permitted Transferee, the restrictions contained in this Section 8.1 shall continue to be applicable to the Units after any such Transfer; provided, further, that any such Transferee shall have agreed in writing to be bound by the provisions of this Agreement affecting the Units so Transferred and the holder thereof.
(c) It is the intent of the Members that, unless and until such Units are Transferred pursuant to Article XI or clause (iii) or (iv) of Sectio...
Restrictions on Transfers of Units. Subsection (x) of Section 4(a)(ii) of the Letter Agreement is hereby deleted in its entirety.
Restrictions on Transfers of Units. Transferability of the Units in the Company is severely restricted and limited. Units may be acquired for investment purposes only and not with a view to or for resale in connection with any distribution thereof. The Units will not be registered under the Securities Act of 1933 for resale or public sale, in reliance upon an exemption therefrom, which depends in part upon the investment intent of the Members. The Company has no present intention of registering the Units in the future. Members will not have the right to withdraw their Initial Capital Contributions from the Company or to receive the return of all or any part of their Initial Capital Contributions, except upon a sale of the Company, and then only pursuant to the terms of this Agreement.
Restrictions on Transfers of Units. A Member may not Transfer any Units except (a) with the prior consent of the Manager, which may not be unreasonably withheld, conditioned, or delayed (it being acknowledged and agreed that any such Transfer may be restricted in order to comply with Rule 3a- 9, to avoid the Company becoming subject to adverse legal consequences (such as becoming subject to additional regulatory requirements or schemes), because such Transfer would have been prohibited under the Issuer Constituent Documents if the Member had directly held the Acquired Securities attributable to its Units, or otherwise to comply with applicable Law), (b) in compliance with Rule 501 of Regulation CF,
Restrictions on Transfers of Units. (a) Transfers of Units otherwise permitted or required by this Agreement may only be made in compliance with federal and state securities laws, including the Securities Act and the rules and regulations thereunder, and the Act and no Transfers of Units shall be made to any Person that is not a “qualified purchaser” under the Section 3(c)(7)
Restrictions on Transfers of Units. (a) A Unitholder may not assign or transfer all or part of the Unitholder's legal and equitable interest in the Unitholder's Units without the consent of the Managing General Partner, which consent may be withheld in the Managing General Partner's sole discretion. Further, the Managing General Partner may condition its consent on representations, warranties, opinions of counsel (who may be counsel to the Partnership) and other assurances as to:
(i) such assignments or transfers not resulting, when added to the total of all other assignments or transfers within the preceding 12 months, in the Partnership being considered to have terminated within the meaning of Section 708 of the Code;
(ii) the assignee or transferee not being a minor or an incompetent;
(iii) the transfer or assignment not violating federal or state securities laws (including any investor suitability standards);
(iv) the transferor or the assignee or transferee not holding less than 50 Units (40 Units in the case of IRAs and Qualified Plans);
(v) the assignee or transferee being a Citizen of the United States;
(vi) such assignment or transfer not constituting a transfer "on a secondary market (or the substantial equivalent thereof)" within the meaning of Section 7704 of the Code, not causing the Partnership to lose its status as a partnership for federal income tax purposes or not causing the Partnership to be a publicly traded partnership within the meaning of Section 7704 of the Code or otherwise adversely affecting the tax status of the Partnership;
(vii) such assignment or transfer not causing Partnership assets to be deemed plan assets under ERISA;
(viii) the transferor filing with the Partnership a duly executed and acknowledged counterpart of the instrument effecting such assignment or transfer, which instrument evidences the written acceptance by the assignee or transferee of all of the terms and provisions of this Agreement, contains a representation that such assignment or transfer was made in accordance with all applicable laws and regulations (including any investor suitability requirements) and in all other respects being satisfactory in form and substance to the Managing General Partner; and
(ix) such other matters as the Managing General Partner shall request in its sole discretion.
(b) In no event shall any Units be assigned or transferred to a minor or an incompetent except in trust, pursuant to the Uniform Gifts to Minors Act or the Uniform Transfers to Minors Act, or by w...
Restrictions on Transfers of Units. A Member shall not sell, assign, exchange, pledge, or otherwise transfer for consideration (collectively, “Sell” or “Sale”) or give or otherwise transfer for no consideration (collectively, “Give” or “Gift”) all or any part of the Member’s Units (including, without limitation, voting rights or the Member’s Economic Interest (as defined below) without the prior written consent of the Manager, in the Manager’s sole and absolute discretion. A Sale or Gift, including but not limited to a Sale or Gift by operation of law, of Units collectively may be referred to as a “Transfer” under this Agreement, a Member who Transfers his or her Units may be referred to as a “Transferring Member,” and a Person to whom a Unit is transferred may be referred to as a “Proposed Transferee” or a “Transferee.” Each Member hereby acknowledges the reasonableness of the restrictions on the Transfer of Units imposed by this Agreement in view of the Company’s purposes and the relationship of the Members. Accordingly, the restrictions on Transfer contained herein shall be specifically enforceable. Any Transfer or attempted Transfer of all or any portion of Units in violation of this Section 24(b) shall be null and void and of no effect whatsoever, and the Company shall not recognize such Transfer or attempted Transfer. There are no permitted Gifts under this Section 24(b).
