Transfer by Limited Partners. (a) Subject to Section 9.4 hereof, no Limited Partner may at any time sell, transfer, or assign all or any portion of its Interest in the Partnership, unless:
1. such Limited Partner and the purchaser, transferee or assignee execute, acknowledge and deliver to the General Partner such instruments of transfer and assignment with respect to such transaction as may be reasonably requested by the General Partner to assure the payment of any unpaid amounts due from the Limited Partner hereunder;
2. such Limited Partner obtains the prior written Consent of the General Partner, the granting of which shall be within the sole discretion of the General Partner and will not be given unless (i) the General Partner determines, in its sole discretion, that the Partnership (A) would be able to satisfy any of the secondary market safe harbors contained in Regulations Section 1.7704-1 (or any other applicable safe harbor from publicly traded partnership status which may be adopted by the Internal Revenue Service) for the Partnership’s taxable year in which such transfer otherwise would be effective and (B) would not be treated as an association taxable as a corporation as a result of such transfer or assignment, or (ii) the Partnership has received an opinion of counsel satisfactory to the General Partner or a favorable Internal Revenue Service ruling that any such transfer will not result in the Partnership’s being classified as a publicly traded partnership for federal income tax purposes (the General Partner may waive the requirement of the legal opinion in its sole discretion); and
3. such Limited Partner pays the Partnership the actual costs reasonably incurred by it in effecting the transfer or assignment, which shall not be less than $150 per transaction. In connection with Section 9.3(a)(2), the Limited Partners agree to provide all information with respect to a proposed transfer that the General Partner deems necessary or desirable in order to make such determination, including but not limited to, information as to whether the transfer occurred on a secondary market (or the substantial equivalent thereof).
(b) Notwithstanding anything contained in this Agreement to the contrary, no purchaser, transferee or assignee of an Interest in the Partnership shall have any right to become a Substitute Limited Partner unless the General Partner consents in writing to such substitution. Further, notwithstanding anything contained in this Agreement to the contrary, no sale, tr...
Transfer by Limited Partners. No Limited Partner shall make or suffer any Transfer of all or any part of its Partnership Interest, whether now owned or hereafter acquired, without the prior written consent of the General Partner.
Transfer by Limited Partners. (a) Subject to compliance with Section 9.4, a Limited Partner may Transfer its Interest, in whole or in part, only if all of the following conditions are satisfied:
(i) the transferor and proposed transferee file a notice of Transfer with the General Partner which is signed by the transferor Limited Partner and which contains the information reasonably required by the General Partner, including (x) the name, address and taxpayer identification number of the proposed transferee, (y) the circumstances under which the proposed Transfer is to be made, including that the proposed Transfer is not being made on an established securities market as defined in Regulations § 1.7704-1(b) and that the Transfer would not be considered made on a secondary market (or the substantial equivalent thereof) as defined in Regulations § 1.7704-1
Transfer by Limited Partners. The Interests in the Partnership are transferable with the prior consent of the General Partner of the Partnership. The General Partner may withhold such consent for any reason. A transferee who receives an Interest in the Partnership shall become a Substitute Limited Partner upon execution of this Agreement and compliance with any other condition imposed by the General Partner.
Transfer by Limited Partners. 9.2.1 No Transfer of all or any part of any Limited Partner’s Partnership Interest, whether direct or indirect, voluntary or involuntary (including, without limitation, to an Affiliate or by operation of law), shall be valid or effective except with the prior written consent of the General Partner, which consent can be given or withheld in its sole and absolute discretion for any reason whatsoever, provided that such consent shall not be unreasonably withheld in the case of any Transfer to a Permitted Transferee. The General Partner shall be entitled to withhold consent where any of the following apply:
(a) such Transfer would result in a violation of applicable law, including U.S. federal or state securities laws, or any term or condition of this Agreement;
(b) as a result of such Transfer, the Partnership or any Parallel Vehicle would be required to register as an investment company under the Investment Company Act or the securities laws of any other applicable jurisdiction;
(c) such Transfer would cause the Partnership to be disqualified or terminated as a partnership (including for applicable tax purposes) pursuant to any U.S. federal or state securities laws, but only if such termination would result in material adverse tax consequences to the Partners or the investors of any Parallel Vehicle;
(d) such Transfer would result in the assets of the Partnership, any Parallel Vehicle or any Alternative Investment Vehicle, being characterized as assets of a plan for the purpose of ERISA, Section 4975 of the Code or any applicable Similar Law, or constitute a non-exempt prohibited transaction under ERISA or the Code;
(e) such Transfer would require such Partnership Interest to be subdivided into portions smaller than US$1 million;
(f) such Transfer would result in the Partnership ceasing to be an exempted limited partnership under the Partnership Act;
(g) such Transfer would cause the Partnership to be classified as an association taxable as a corporation for U.S. federal income tax purposes;
(h) such Transfer would constitute a transaction effected through an “established securities market” within the meaning of the Regulations promulgated under Section 7704 of the Code or otherwise would (in the aggregate with other relevant transfers) cause the Partnership to be a “publicly traded partnership” within the meaning of Section 7704 of the Code;
(i) the General Partner is not reasonably satisfied about the credit worthiness of, or the representations and warran...
Transfer by Limited Partners. (a) Except as otherwise provided herein, a Limited Partner may Transfer all or a portion of its Partnership Interests only if the General Partner consents in writing to the Transfer, which consent it may grant or withhold in its sole discretion (subject to compliance with this Agreement), except that each Partner may Transfer all or a portion of such Partner’s Interests to any Permitted Transferee or pursuant to any Transfer contemplated by Section 10.06 without the prior written consent of the General Partner (subject to compliance with this Agreement).
(b) Subject to Section 10.02(c) and Section 10.06, no Transfer of an Interest in the Partnership may be made if such Transfer would:
(i) violate any federal, state and other applicable laws, including any federal, state and other securities laws applicable to the Partnership and the Partnership Interests;
(ii) cause the Partnership to become subject to the registration requirements of the Investment Company Act, the Exchange Act or any other securities laws of any jurisdiction;
(iii) cause the Partnership to become a “publicly-traded partnership,” as such term is defined in Sections 469(k)(2) or 7704 of the Code of a “SIFT partnership” within the meaning of the ITA;
(iv) require the registration of such Partnership Interests pursuant to any applicable securities laws of any jurisdiction;
(v) violate any provision of this Agreement;
(vi) cause the Partnership to become a Financial Institution;
(vii) constitute a transfer to a person that is a “tax shelter” as defined in the subsection 237.1 of the ITA or an interest in which is a “tax shelter investment” as defined in subsection 143.2(1) of the ITA; or
(viii) cause (A) all or any portion of the assets of the Partnership (x) to constitute “plan assets” (for purposes of Title I of ERISA, Section 4975 of the Code or the applicable provisions of any Similar Law) of any existing or prospective Partner or (y) to be subject to the provisions of Title I of ERISA, Section 4975 of the Code or any applicable Similar Law or (B) the General Partner to become a fiduciary with respect to any existing or prospective Partner, pursuant to ERISA or the applicable provisions of any Similar Law or otherwise.
(c) Notwithstanding anything to the contrary in this Agreement, the Tilray Limited Partner may, in its sole discretion at any time and from time to time, without the consent of any Partner or other Person, Transfer or cause to be Transferred all or any portion of its right,...
Transfer by Limited Partners. (a) Subject to Section 9.4 hereof, no Limited Partner may at any time sell, transfer, or assign all or any portion of its Interest in the Partnership, unless:
1. such Limited Partner and the purchaser, transferee or assignee execute, acknowledge and deliver to the General Partner such instruments of transfer and assignment with respect to such transaction as may be reasonably requested by the General Partner to assure the payment of any unpaid amounts due from the Limited Partner hereunder;
Transfer by Limited Partners. 37 10.4. Certain Restrictions on Transfers................................... 38 10.5
Transfer by Limited Partners. Subject at all times to Sections 10.4 and 10.5 and unless approved in advance by the General Partner under this Section 10.3, a Limited Partner may not Transfer all or any part of its Interest in the Partnership to another person (an "Assignee"). Notwithstanding the foregoing, upon reasonable prior written notice to the General Partner, a Limited Partner may Transfer all or any part of its Interest in the Partnership to an Assignee without such consent of the General Partner (but still subject to Sections 10.4 and 10.5): (i) to any entity that controls, is controlled by or is under common control with such Limited Partner; (ii) to any successor in interest upon the sale of all or substantially all of the assets of the Limited Partner or in connection with a merger, consolidation or dissolution of any corporate Limited Partner; (iii) as may be required by any law or regulation; (iv) by testamentary disposition or intestate succession; or (v) to a trust, profit sharing plan or other entity controlled by, or for the benefit of, such Limited Partner or one or more family members. Further, any 41 -38-
Transfer by Limited Partners. 11.2.1 No Transfer of all or any part of any Limited Partner's Partnership Interest, whether direct or indirect, voluntary or involuntary (including to an Affiliate or by operation of law), shall be valid or effective except with the prior written consent of the General Partner; provided that such consent shall not be unreasonably withheld in the case of any Transfer to a Permitted Transferee. Without limiting the generality of the foregoing, the General Partner shall be entitled to withhold its consent to any proposed Transfer where any of the following apply (each a "Transfer Restriction"):
(a) such Transfer would result in an actual or, in the General Partner's reasonable opinion, potential (i) violation of applicable law, regulation or rule or guidance of a regulatory authority, (ii) breach of any term or condition of this Agreement or (iii) other adverse legal or regulatory consequence for the Partnership, the General Partner, the Business Innovation Consultant and/or their respective Affiliates;
(b) such Transfer would result in the Partnership being required to register as an investment company under the Investment Company Act;
(c) such Transfer would cause the Partnership to be disqualified or terminated as a partnership (including for applicable tax purposes) pursuant to any applicable laws;
(d) the transferee is a Benefit Plan Investor;
(e) such Transfer would result in (i) any portion of the assets of the Partnership or any Alternative Investment Vehicle, being characterized as assets of a Benefit Plan Investor or other plan for the purpose of ERISA, Section 4975 of the Code or any Similar Law or (ii) a violation of ERISA, Section 4975 of the Code or any Similar Law;
(f) such Transfer would result in the applicable Partnership Interest being subdivided into portions smaller than HK$10,000,000;
(g) such Transfer would result in the Partnership ceasing to be an exempted limited partnership under the Partnership Act;
(h) such Transfer would cause the Partnership to be classified as an association taxable as a corporation for U.S. federal income tax purposes;
(i) the General Partner is not reasonably satisfied about the creditworthiness of, or the representations and warranties provided by, the transferee;
(j) the transferee has not acknowledged its assumption of the obligations of the transferring Limited Partner;
(k) such Transfer would require the General Partner to register the Partnership Interests under the Securities Act, the Exchange Act, or...
