Transferee Requirements Sample Clauses

Transferee Requirements. In no event may any Partner Transfer its Partnership Interest pursuant to the provisions of this Article 6 or otherwise (i) to any person who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of any provision of any mortgage or deed of trust (or note or bond secured thereby) constituting a lien against any Partnership Property or any part thereof, or of any other instrument, document or agreement to which the Partnership is a party or otherwise bound; (iii) in violation of applicable law; (iv) in the event such Transfer or issuance would cause any Partner who is a REIT (or any Person who, directly or indirectly, owns an interest in any Partner who is a REIT) to cease to comply with the requirements necessary to achieve REIT status; (v) if such Transfer would cause a termination of the Partnership for federal income tax purposes or would cause a constructive distribution to any Partner or to any partner of the Underlying Partnership under Section 752 of the Code; (vi) if such Transfer would, in the opinion of counsel to the Partnership, cause the Partnership to cease to be classified as a partnership for federal income tax purposes; (vii) if such Transfer would cause the Partnership to become, with respect to any employee benefit plan subject to Title 1 of ERISA, a "party-in-interest" (as defined in Section 3(14) of ERISA) or a "disqualified person" (as defined in Section 4975(c) of the Code); or (xiii) if such Transfer would, in the opinion of counsel to the Partnership, cause any portion of the Partnership Properties to constitute assets of any employee benefit plan pursuant to the Department of Labor Regulations Section 2510.2-101. As used in this Agreement, the term "Transferee" shall mean any approved Transferee pursuant to Article 6 hereof.

Transferee Requirements. Any Transfer by a Shareholder (including to an Affiliate) of Shares shall be subject to the following limitations:

Transferee Requirements. Notwithstanding anything herein to the contrary, in no event shall a Transferee, or the parties that control such Transferee (whether pursuant to a Permitted Transfer or otherwise) be a Prohibited Party. For purposes of this Lease, the term "Prohibited Party" shall mean (a) an individual, an estate, a trust, a corporation, a partnership, a limited liability company or any other organization or entity (whether governmental or private) (each herein a "Person") named on the list of "Specially Designated Nationals and Blocked Persons" maintained by United States Treasury Department, Office of Foreign Assets Control ("OFAC"), available at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇/resource-center/sanctions/SDNList/Pages/ default.aspx, or as otherwise published from time to time; (b)

Transferee Requirements. Buyer shall reasonably cooperate with Seller (including providing relevant financial information) to obtain Manager’s acceptance, on or before the Closing Date, that Buyer or Buyer’s Designee (as applicable) (i) is not a “Competitor” (as defined in the Management Agreement), (ii) is not generally recognized in the community as being a Person of ill repute or is a Person with whom a prudent business Person would not wish to associate in a commercial venture, and (iii) satisfies the net worth requirement set forth in Section 12.2 of the Management Agreement.

Transferee Requirements. Before any Transfer of any type can take place, whether the Transfer is voluntary, involuntary, a Permitted Transfer or otherwise, the prospective non-Member Transferee must sign an agreement stating that the Transferee agrees to be bound by all the terms and conditions of this Agreement.