Common use of Assignability of Interest Clause in Contracts

Assignability of Interest. (a) Without a Majority Vote, the General Partner's interest in the Partnership may not be Transferred; provided, however, that subject to the provision of Section 7.1(b), (i) the General Partner's interest in the Partnership may be pledged or encumbered in connection with the operation of the business of AMG (including, without limitation, the financing of the 35 39 acquisition of additional investment management companies) and that under such circumstances, lien holders shall have the rights of secured creditors with respect to such interest; (ii) the General Partner may Transfer a portion of its Partnership Interest to a person or entity which is not a Partner but which is either an officer or employee of the Partnership or which becomes an officer or employee in connection with such issuance, or an entity wholly owned by any such person; (iii) the General Partner may Transfer a portion of its Partnership Interest to existing Limited Partners; and (iv) the General Partner may Transfer all but not less than all of its Partnership Interest in a single transaction or series of related transactions to a Person or Persons that are Affiliates of the General Partner, provided that such Person or Persons shall have net worth that is sufficient to enable it to satisfy the obligations of the General Partner hereunder. (b) As a condition to certain Transfers described in Section 7.1(a), (i) upon any Transfer contemplated by the foregoing clauses (ii) and (iii), the Partnership Interest subject to the Transfer shall be a limited partnership interest in the hands of the transferee and the transferee shall have the rights and obligations of a Limited Partner hereunder; and (ii) each Person who acquires a Partnership Interest as a result of a Transfer pursuant to Section 7.1(a)(iv) shall execute a counterpart of this Agreement and agree to be bound as the General Partner hereunder and the General Partner shall thereupon be permitted to withdraw from the Partnership. (c) Notwithstanding anything else set forth herein, the General Partner may, with a Majority Vote, sell all of its interests and all other interests in the Partnership in a single transaction or a series of related transactions, and, in any such case, each of the Limited Partners of the Partnership may be required to sell, in the same transaction or transactions, all of their interests in the Partnership, provided, that if the Limited Partners are required to sell their interests pursuant to this Section 7.1(c), each Limited Partner shall be entitled to receive the value of its Partnership Interests determined by multiplying the amount to be paid for the interests of all of the Partners by the fraction the numerator of which is the number of Vested Partnership Points held by such Limited Partner and the denominator of which is the aggregate number of Vested Partnership Points outstanding.

Assignability of Interest. Without the consent of the Limited Partners representing a Voting Interest of the Limited Partners of at least sixty-six and two-thirds percent (a) Without a Majority Vote66-2/3%), excluding from the vote any Limited Partner that is an AVB Affiliate so long as the General Partner's Partner is an AVB Affiliate, except to the extent provided in Section 4.1(d), and as described below in this Section 8.1, neither the General Partner nor any AVB Affiliate may transfer its interest in the Partnership may not be Transferred; providedto any Person other than an AVB Affiliate if such transfer could result in AVB and the AVB Affiliates having aggregate Capital Commitments less than the lesser of (i) twenty percent (20%) of the aggregate Capital Commitments (including, howeverfor this purpose, that subject any commitments to acquire REIT Shares) and (ii) fifty million dollars ($50,000,000). Any assignment of the provision of General Partner’s or the AVB Affiliate’s interest which requires consent pursuant to this Section 7.1(b), 8.1 shall only become effective upon (i) the General Partner's interest in the Partnership may be pledged or encumbered in connection with the operation of the business of AMG (including, without limitation, the financing of the 35 39 acquisition of additional investment management companies) and that under such circumstances, lien holders shall have the rights of secured creditors with respect to such interest; (ii) execution by the General Partner may Transfer or the AVB Affiliate of a portion written assignment, the execution by the successor of its Partnership Interest to a person or entity which is not a Partner but which is either an officer or employee this Agreement, and the written assumption by the successor of the Partnership or which becomes an officer or employee in connection with such issuance, or an entity wholly owned by any such person; (iii) the General Partner may Transfer a portion of its Partnership Interest to existing Limited Partners; and (iv) the General Partner may Transfer all but not less than all of its Partnership Interest in a single transaction or series of related transactions to a Person or Persons that are Affiliates of the General Partner, provided that such Person or Persons shall have net worth that is sufficient to enable it to satisfy the obligations of the General Partner hereunder (in the case of an assignment of the interest of the General Partner hereunder. (b) As a condition to certain Transfers described in Section 7.1(a), (iii) upon any Transfer contemplated the receipt by the foregoing clauses (ii) Partnership of an opinion of counsel that such assignment and assumption will not violate the registration provisions of the Securities Act, or the securities laws of any applicable jurisdiction, or cause the Partnership not to be entitled to any exemption from the definition of an “investment company” pursuant to Section 3 of the Investment Company Act, and (iii)) delivery of notice of such assignment to the Limited Partners. In the event of an assignment of the interest of the General Partner, the Partnership Interest successor shall become the General Partner hereunder, and the predecessor and successor General Partner shall cause the execution of any necessary papers including, without limitation, an amendment to the Certificate to record the substitution of the successor as General Partner. In addition to the foregoing, and subject to the Transfer following sentence below, without the consent of the Limited Partners representing a Voting Interest of the Limited Partners in excess of fifty percent (50%) (excluding from the vote any Limited Partner that is an AVB Affiliate so long as the General Partner is an AVB Affiliate), AVB, or any successor to all or substantially all of its assets, shall be a limited partnership interest continue to control the General Partner and to own, together with the other AVB Affiliates, at least fifty percent (50%) of the equity interests of the General Partner. Notwithstanding the foregoing, (x) the General Partner or any AVB Affiliate may transfer its interests in the hands Partnership and (y) AVB, or its successor, may cease to control the General Partner and to own, together with other AVB Affiliates, at least fifty percent (50%) of the transferee and equity interests in the transferee shall have General Partner, in either case without the rights and obligations prior consent of a the Limited Partner hereunder; and (ii) each Person who acquires a Partnership Interest Partners, as a result of a Transfer pursuant to Section 7.1(a)(iv) shall execute a counterpart of this Agreement and agree to be bound as the General Partner hereunder and the General Partner shall thereupon be permitted to withdraw from the Partnership. (c) Notwithstanding anything else set forth herein, the General Partner may, or in connection with a Majority Vote, sell all Change of its interests and all other interests in the Partnership in a single transaction or a series Control of related transactions, and, in any such case, each of the Limited Partners of the Partnership may be required to sell, in the same transaction or transactions, all of their interests in the Partnership, provided, that if the Limited Partners are required to sell their interests pursuant to this Section 7.1(c), each Limited Partner shall be entitled to receive the value of its Partnership Interests determined by multiplying the amount to be paid for the interests of all of the Partners by the fraction the numerator of which is the number of Vested Partnership Points held by such Limited Partner and the denominator of which is the aggregate number of Vested Partnership Points outstandingAVB.