Common use of Seller Transfers Clause in Contracts

Seller Transfers. (i) Notwithstanding anything to the contrary in this Agreement, in no event shall any Limited Partner that is a Seller (or a Permitted Transferee of any Seller) effect any Transfer or make a public announcement of any intention to effect any Transfer of any Partnership Interests (including any Seller Earnout Units) during the Lock-Up Period applicable to such Partnership Interests, in each case other than a Transfer to a Permitted Transferee made in accordance with Section 10.3(a)(iii). (ii) For the avoidance of doubt, a Seller Earnout Unit is not Transferable (except to a Permitted Transferee and in such event, solely in accordance with Section 10.3(a)(iii)) until a Triggering Event has occurred with respect to such Seller Earnout Unit (as determined in accordance with the definition of “Triggering Event” herein), and any purported Transfer (except to a Permitted Transferee and in such event, solely in accordance with Section 10.3(a)(iii)) of any Seller Earnout Units by any Holder thereof prior to a Triggering Event occurring with respect to such Seller Earnout Units shall be null and void, and the Partnership shall refuse to recognize any such Transfer for any purpose.