Common use of Transfers by Investors Clause in Contracts

Transfers by Investors. An Investor may sell, exchange or transfer his Shares except as restricted by and upon compliance with all applicable laws and all of the following provisions of this Section 13.2: (a) Shares may not be transferred to any person or entity if, as determined by the Fund, such assignment would have adverse regulatory consequences to the Fund or any Fund Property. (b) Within 30 days after written notice of a proposed sale or assignment is received by the Fund from an Investor, the Fund may request in its sole discretion an opinion of counsel acceptable to the Fund that the proposed transfer (i) would not invalidate the exemption afforded by Section 4(2) of the Act or by Regulation D promulgated under the Act and the exemption afforded by any applicable state securities laws as to any offering of interests in the Fund and (ii) complies with the exemption afforded by Section 4(1) of the Act and qualifies for an exemption from registration under any applicable state securities laws (including any investor suitability standard applicable to the transferee or the Fund). (c) The written approval of the Manager must be obtained, the granting or denial of which shall be within its sole and absolute discretion and may be denied for any reason including, without limitation, that the admission of the proposed transferee or the transfer may be harmful to the Fund or its operations. (d) The transferor and transferee must deliver a dated notice in writing signed by each, confirming that (i) the transferee accepts and agrees to comply with all the terms of this Agreement and (ii) the transfer was made in compliance with this Agreement and all applicable laws and regulations. (e) The transferor, transferee and the Fund must execute all other certificates, instruments and documents and take all such additional action as the Fund may deem appropriate. (f) The Fund may require as a condition to any transfer that may create a future interest that an opinion of counsel acceptable to the Fund be delivered to the Fund confirming that the proposed transfer does not have adverse effects on the Fund under the rule against perpetuities or similar provisions of law. Transfers shall be effective and recognized upon fulfillment of the requirements of clauses (a) through (f) above and the transferee shall be an Investor owning Investor Shares with the same rights as appertained to the transferor. Any purported sale or transfer consummated without first complying with this Section 13.2 shall be void.

Transfers by Investors. An Investor may sell, exchange or transfer his Shares except as restricted by and upon compliance with all applicable laws and all of the following provisions of this Section 13.2: (a) Shares may not be transferred to any person or entity if, as determined by the Fund, such assignment would have adverse regulatory consequences to the Fund or any Fund Property. (b) Within 30 days after written notice of a proposed sale or assignment is received by the Fund from an Investor, the Fund may request in its sole discretion an opinion of counsel acceptable to the Fund that the proposed transfer (i) would not invalidate the exemption afforded by Section 4(2) of the Act or by Regulation D promulgated under the Act and the exemption afforded by any applicable state securities laws as to any offering of interests in the Fund and (ii) complies with the exemption afforded by Section 4(1) of the Act and qualifies for an exemption from registration under any applicable state securities laws (including any investor suitability standard applicable to the transferee or the Fund). (c) The written approval of the Manager must be obtained, the granting or denial of which shall be within its sole and absolute discretion and may be denied for any reason including, without limitation, that the admission of the proposed transferee or the transfer may be harmful to the Fund or its operationsdiscretion. (d) The transferor and transferee must deliver a dated notice in writing signed by each, confirming that (i) the transferee accepts and agrees to comply with all the terms of this Agreement and (ii) the transfer was made in compliance with this Agreement and all applicable laws and regulations. (e) The transferor, transferee and the Fund must execute all other certificates, instruments and documents and take all such additional action as the Fund may deem appropriate. (f) The Fund may require as a condition to any transfer that may create a future interest that an opinion of counsel acceptable to the Fund be delivered to the Fund confirming that the proposed transfer does not have adverse effects on the Fund under the rule against perpetuities or similar provisions of law. Transfers shall be effective and recognized upon fulfillment of the requirements of clauses (a) through (f) above and the transferee shall be an Investor owning Investor Shares with the same rights as appertained to the transferor. Any purported sale or transfer consummated without first complying with this Section 13.2 shall be void.

Transfers by Investors. An Investor may sell, exchange or transfer his Shares except as restricted by and upon compliance with all applicable laws and all of the following provisions of this Section 13.2: (a) Shares may not be transferred to any person or entity if, as determined by the Fund, such assignment would have adverse regulatory consequences to the Fund or any Fund Property. (b) Within 30 days after written notice of a proposed sale or assignment is received by the Fund from an Investor, the Fund may request in its sole discretion an opinion of counsel acceptable to the Fund that the proposed transfer (i) would not invalidate the exemption afforded by Section 4(2) of the Act or by Regulation D promulgated under the Act and the exemption afforded by any applicable state securities laws as to any offering of interests in the Fund and (ii) complies with the exemption afforded by Section 4(1) of the Act and qualifies for an exemption from registration under any applicable state securities laws (including any investor suitability standard applicable to the transferee or the Fund). (c) The written approval of the Manager must be obtained, the granting or denial of which shall be within its sole and absolute discretion and may be denied for any reason including, without limitation, that the admission of the proposed transferee or the transfer may be harmful to the Fund or its operations. (d) The transferor and transferee must deliver a dated notice in writing signed by each, confirming that (i) the transferee accepts and agrees to comply with all the terms of this Agreement and (ii) the transfer was made in compliance with this Agreement and all applicable laws and regulations. (e) The transferor, transferee and the Fund must execute all other certificates, instruments and documents and take all such additional action as the Fund may deem appropriate. (f) The Fund may require as a condition to any transfer that may create a future interest that an opinion of counsel acceptable to the Fund be delivered to the Fund confirming that the proposed transfer does not have adverse effects efects on the Fund under the rule against perpetuities or similar provisions of law. Transfers shall be effective and recognized upon fulfillment of the requirements of clauses (a) through (f) above and the transferee shall be an Investor owning Investor Shares with the same rights as appertained to the transferor. Any purported sale or transfer consummated without first complying with this Section 13.2 shall be void.

Transfers by Investors. An Investor may sell, exchange or transfer his Shares except as restricted by and upon compliance with all applicable laws, including federal and state securities laws and regulations, and all of the following provisions of this Section 13.2: (a) Shares may not be transferred to any person or entity if, as determined by the FundFund or the Manager, in its discretion, such assignment sale, exchange or transfer would have adverse regulatory consequences to the Fund or any Fund Property, including, but not limited to, imposing upon the Fund, as a result of such sale, exchange or transfer, a legal requirement to register the Fund as a public company pursuant to the Securities Exchange Act of 1934. (b) Within 30 days after written notice of a proposed sale or assignment is received by the Fund from an Investor, the Fund may request in its sole discretion an opinion of counsel acceptable to the Fund that the proposed transfer (i) would not invalidate the exemption afforded by Section 4(2) of the Act or by Regulation D promulgated under the Act and the exemption afforded by any applicable state securities laws as to any offering of interests in the Fund and (ii) complies with the exemption afforded by Section 4(1) of the Act and qualifies for an exemption from registration under any applicable state securities laws (including any investor suitability standard applicable to the transferee or the Fund). (c) The written approval of the Manager must be obtained, the granting or denial of which (or the placing of conditions on which) shall be within its sole and absolute discretion and may be denied for any reason including, without limitation, that the admission of the proposed transferee or the transfer may be harmful to the Fund or its operations. (d) The transferor and transferee must deliver a dated notice in writing signed by each, confirming that (i) the transferee accepts and agrees to comply with all the terms of this Agreement and (ii) the transfer was made in compliance with this Agreement and all applicable laws and regulations. (e) The transferor, transferee and the Fund must execute all other certificates, instruments and documents and take all such additional action as the Fund may deem appropriate. (f) The Fund may require as a condition to any transfer that may create a future interest that an opinion of counsel acceptable to the Fund be delivered to the Fund confirming that the proposed transfer does not have adverse effects on the Fund under the rule against perpetuities or similar provisions of law. Transfers shall be effective and recognized upon fulfillment of the requirements of clauses (a) through (f) above and the transferee shall be an Investor owning Investor investor Shares with the same rights as appertained to the transferor. Any purported sale or transfer consummated without first complying with this Section 13.2 shall be void.

Transfers by Investors. An Investor may sell, exchange or transfer his Shares except as restricted by and upon compliance with all applicable laws, including federal and state securities laws and regulations, and all of the following provisions of this Section 13.2: (a) Shares may not be voluntarily transferred to any person or entity if, as determined by the FundFund or the Manager, in its discretion, such assignment sale, exchange or transfer would have adverse regulatory consequences to the Fund or any Fund Property, including, but not limited to, imposing upon the Fund, as a result of such sale, exchange or transfer, a legal requirement to register the Fund as a public company pursuant to the Securities Exchange Act of 1934. (b) Within 30 days after written notice of a proposed sale sale, assignment or assignment transfer is received by the Fund from an Investor, the Fund may request in its sole discretion that the transferring Shareholder obtain an opinion of counsel acceptable to the Fund that the proposed transfer (i) would not invalidate the exemption afforded by Section 4(2) of the Act or by Regulation D promulgated under the Act and the exemption afforded by any applicable state securities laws as to any offering of interests in the Fund and (ii) complies with the exemption afforded by Section 4(1) of the Act and qualifies for an exemption from registration under any applicable state securities laws (including any investor suitability standard applicable to the transferee or the Fund). (c) The written approval of the Manager must be obtained, the granting or denial of which (or the placing of conditions on which) shall be within its sole and absolute discretion and may be denied for any reason including, without limitation, that the admission of the proposed transferee or the transfer may be harmful to the Fund or its operations. (d) The transferor and transferee must deliver a dated notice in writing signed by each, confirming that (i) the transferee accepts and agrees to comply with all the terms of this Agreement and (ii) the transfer was made in compliance with this Agreement and all applicable laws and regulations. (e) The transferor, transferee and the Fund must execute all other certificates, instruments and documents and take all such additional action as the Fund may deem appropriate. (f) The Fund may require as a condition to any transfer that may create a future interest that an opinion of counsel acceptable to the Fund be delivered to the Fund confirming that the proposed transfer does not have adverse effects on the Fund under the rule against perpetuities or similar provisions of law. Transfers shall be effective and recognized upon fulfillment of the requirements of clauses (a) through (f) above and the transferee shall be an Investor owning Investor Shares with the same rights as appertained to the transferor. Any purported sale or transfer consummated without first complying with this Section 13.2 shall be void. (g) Notwithstanding anything contrary contained in this Article 13, neither the Fund nor the Manager will allow or facilitate a voluntary transfer, either by gift or otherwise, or sale of Shares unless the Shares have been held by the Shareholder for at least one (1) year, in the case of a gift or other transfer, or two (2) years in the case of a sale, provided however, the transfers (but not sales) will be considered by the Fund prior to the expiration of these holding periods if after such transfer the same Shareholder remains the ultimate owner of the transferred share.

Transfers by Investors. An Investor may sell, exchange or transfer his Shares except as restricted by and upon compliance with all applicable laws, including federal and state securities laws and regulations, and all of the following provisions of this Section 13.2: (a) Shares may not be voluntarily transferred to any person or entity if, as determined by the FundFund or the Manager, in its discretion, such assignment sale, exchange or transfer would have adverse regulatory consequences to the Fund or any Fund Property, including, but not limited to, imposing upon the Fund, as a result of such sale, exchange or transfer, a legal requirement to register the Fund as a public company pursuant to the Securities Exchange Act of 1934. (b) Within 30 days after written notice of a proposed sale sale, assignment or assignment transfer is received by the Fund from an Investor, the Fund may request in its sole discretion that the transferring Shareholder obtain an opinion of counsel acceptable to the Fund that the proposed transfer (i) would not invalidate the exemption afforded by Section 4(2) of the Act or by Regulation D promulgated under the Act and the exemption afforded by any applicable state securities laws as to any offering of interests in the Fund and (ii) complies with the exemption afforded by Section 4(14 (1) of the Act and qualifies for an exemption from registration under any applicable state securities laws (including any investor suitability standard applicable to the transferee or the Fund). (c) The written approval of the Manager must be obtained, the granting or denial of which (or the placing of conditions on which) shall be within its sole and absolute discretion and may be denied for any reason including, without limitation, that the admission of the proposed transferee or the transfer may be harmful to the Fund or its operations. (d) The transferor and transferee must deliver a dated notice in writing signed by each, confirming that (i) the transferee accepts and agrees to comply with all the terms of this Agreement and (ii) the transfer was made in compliance with this Agreement and all applicable laws and regulations. (e) The transferor, transferee and the Fund must execute all other certificates, instruments and documents and take all such additional action as the Fund may deem appropriate. (f) The Fund may require as a condition to any transfer that may create a future interest that an opinion of counsel acceptable to the Fund be delivered to the Fund confirming that the proposed transfer does not have adverse effects on the Fund under the rule against perpetuities or similar provisions of law. Transfers shall be effective and recognized upon fulfillment of the requirements of clauses (a) through (f) above and the transferee shall be an Investor owning Investor Shares with the same rights as appertained to the transferor. Any purported sale or transfer consummated without first complying with this Section 13.2 shall be void. (g) Notwithstanding anything contrary contained in this Article 13, neither the Fund nor the Manager will allow or facilitate a voluntary transfer, either by gift or otherwise, or sale of Shares unless the Shares have been held by the Shareholder for at least one (1) year, in the case of a gift or other transfer, or two (2) years in the case of a sale, provided however, the transfers (but not sales) will be considered by the Fund prior to the expiration of these holding periods if after such transfer the same Shareholder remains the ultimate owner of the transferred share.

Transfers by Investors. An Investor may sell, exchange or transfer his Shares except as restricted by and upon compliance with all applicable laws, including federal and state securities laws and regulations, and all of the following provisions of this Section 13.2: (a) Shares may not be voluntarily transferred to any person or entity if, as determined by the FundFund or the Manager, in its sole discretion, such assignment sale, exchange or transfer would have adverse regulatory consequences to the Fund or any Fund Property, including, but not limited to, imposing upon the Fund, as a result of such sale, exchange or transfer, a legal requirement to register the Fund as a public company pursuant to the Securities Exchange Act of 1934. (b) Within 30 days after written notice of a proposed sale sale, assignment or assignment transfer is received by the Fund from an Investor, the Fund may request in its sole discretion that the transferring Shareholder obtain an opinion of counsel acceptable to the Fund that the proposed transfer (i) would not invalidate the exemption afforded by Section 4(2) of the Act or by Regulation D promulgated under the Act and the exemption afforded by any applicable state securities laws as to any offering of interests in the Fund and (ii) complies with the exemption afforded by Section 4(1) of the Act and qualifies for an exemption from registration under any applicable state securities laws (including any investor suitability standard applicable to the transferee or the Fund). (c) The written approval of the Manager must be obtained, the granting or denial of which (or the placing of conditions on which) shall be within its sole and absolute discretion and may be denied for any reason including, without limitation, that the admission of the proposed transferee or the transfer may be harmful to the Fund or its operations. (d) The transferor and transferee must deliver a dated notice in writing signed by each, confirming that (i) the transferee accepts and agrees to comply with all the terms of this Agreement and (ii) the transfer was made in compliance with this Agreement and all applicable laws and regulations. (e) The transferor, transferee and the Fund must execute all other certificates, instruments and documents and take all such additional action as the Fund may deem appropriate. (f) The Fund may require as a condition to any transfer that may create a future interest that an opinion of counsel acceptable to the Fund be delivered to the Fund confirming that the proposed transfer does not have adverse effects on the Fund under the rule against perpetuities or similar provisions of law. Transfers shall be effective and recognized upon fulfillment of the requirements of clauses (a) through (f) above and the transferee shall be an Investor owning Investor Shares with the same rights as appertained to the transferor. Any purported sale or transfer consummated without first complying with this Section 13.2 shall be void. (g) Notwithstanding anything contrary contained in this Article 13, neither the Fund nor the Manager will consider, allow or facilitate a voluntary transfer, either by gift or otherwise, or sale of Shares, unless the Shares have been held by the Shareholder for at least one (1) year, in the case of a gift or other transfer, or two (2) years in the case of a sale, provided however, the transfers (but not sales) will be considered by the Fund prior to the expiration of these holding periods if after such transfer the same Shareholder remains the ultimate owner of the transferred share and provided further, that notwithstanding any such consideration by the Fund of a proposed voluntary transfer, the Fund may deny such transfer in its sole discretion and for any reason.