Changes in General Partner. 7.01 Transfer of the General Partner's Partnership Interest.
(a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in or in connection with a transaction contemplated by Section 7.01(c), (d) or (e).
(b) The General Partner agrees that the Percentage Interest for it will at all times be in the aggregate at least .1%.
(c) Except as otherwise provided in Section 6.04(b) or Section 7.01(d) or (e) hereof, the General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, (other than in connection with a change in the General Partner's state of incorporation or organizational form) in each case which results in a change of control of the General Partner (a "Transaction"), unless:
(i) the consent of Limited Partners holding more than 50% of the Percentage Interests and more than 50% of the Special Percentage Interests of the Limited Partners is obtained;
(ii) as a result of such Transaction all Limited Partners will receive (A) for each Partnership Unit an amount of cash, securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share in consideration of one REIT Share, provided that if, in connection with the Transaction, a purchase, tender or exchange offer ("Offer") shall have been made to and accepted by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities, or other property which a Limited Partner would have received had it (a) exercised its Redemption Right and (b) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Redemption Right immediately prior to the expiration of the Offer and (B) for each Special Partnership Unit an amount of cash, securities or other property (as applicable based upon the type of consideration and the proportions thereof paid to holders of REIT Shares in the Transaction) equal to the fair market value of such Special Partnership Unit at such time as determined in good faith by the General Partner by reference to the value paid for the REIT Shares; or
(iii) the General Partner is the surviving entity in the Transaction and either (...
Changes in General Partner. 7.1 Transfer of the General Partner’s Units.
(a) The General Partner shall not transfer all or any portion of its Units or withdraw as General Partner except as provided in, or in connection with a transaction contemplated by, Section 7.1(b) or Section 7.1(c).
(b) Except as otherwise provided in Section 7.1(c) hereof, the General Partner shall not engage in any merger, consolidation or other combination with or into another Person or the sale of all or substantially all of its assets (other than in connection with a change in the General Partner’s state of incorporation or organizational form), in each case which results in a change of control of the General Partner (a “REIT Transaction”), unless the consent of Limited Partners holding more than 50% of the Percentage Interests of the Limited Partners (including, as applicable, Limited Partner Interests held by the General Partner) is obtained.
(c) Notwithstanding Section 7.1(a) or 7.1(b),
(i) a General Partner may transfer all or any portion of its General Partnership Units to (A) a wholly owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner, and following a transfer of all of its General Partnership Units, may withdraw as General Partner; and
(ii) the General Partner may engage in a transaction not required to be submitted to the vote of the holders of its capital stock by law or by the rules of any national securities exchange on which any of the General Partner’s capital stock is listed.
7.2 Admission of a Substitute or Additional General Partner. A Person shall be admitted as a substitute or additional General Partner of the Partnership only if the following terms and conditions are satisfied:
(a) the Person to be admitted as a substitute or additional General Partner shall have accepted and agreed to be bound by all the terms and provisions of this Agreement by executing a counterpart thereof and such other documents or instruments as may be required or appropriate in order to effect the admission of such Person as a General Partner, and a certificate evidencing the admission of such Person as a General Partner shall have been filed for recordation and all other actions required by Section 2.4 hereof in connection with such admission shall have been performed;
(b) if the Person to be admitted as a substitute or additional General Partner is a corporation or a partnership it shall have provided the Partnership with evidence satisfactory to ...
Changes in General Partner. 35 7.1. Transfer of the General Partner’s Partnership Interest ............................................... 35 7.2. Admission of a Substitute or Additional General Partner .......................................... 37 7.3. Effect of Bankruptcy, Xxxxxxxxxx, Death or Dissolution of the sole remaining General Partner .......................................................................................... 37 7.4. Removal of a General Partner ..................................................................................... 38 ARTICLE 8
Changes in General Partner. 18 7.1 Transfer Of The General Partner's Partnership Interest............................................... 18 7.2 Admission Of A Substitute Or Additional General Partner..............................................
Changes in General Partner. 7.1 Transfer of the General Partner’s Partnership Interest.
(a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in, or in connection with a transaction contemplated by, Section 7.1(c).
(b) Except as otherwise provided in Section 7.1(c) hereof, the General Partner shall not engage in any merger, consolidation or other combination with or into another Person or the sale of all or substantially all of its assets (other than in connection with a change in the General Partner’s state of incorporation or organizational form), in each case which results in a change of control of the General Partner (a “Transaction”), unless the consent of Limited Partners holding more than 50% of the Percentage Interests of the Limited Partners is obtained.
(c) Notwithstanding Section 7.1(a) or (b),
(i) a General Partner may transfer all or any portion of its General Partnership Interest to (A) a wholly owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and
(ii) the General Partner may engage in a transaction not required by law or by the rules of any national securities exchange on which the General Partner’s shares are listed to be submitted to the vote of the holders of the General Partner’s shares.
7.2 Admission of a Substitute or Additional General Partner. A Person shall be admitted as a substitute or additional General Partner of the Partnership only if the following terms and conditions are satisfied:
(a) the Person to be admitted as a substitute or additional General Partner shall have accepted and agreed to be bound by all the terms and provisions of this Agreement by executing a counterpart thereof and such other documents or instruments as may be required or appropriate in order to effect the admission of such Person as a General Partner, and a certificate evidencing the admission of such Person as a General Partner shall have been filed for recordation and all other actions required by Section 2.4 hereof in connection with such admission shall have been performed;
(b) if the Person to be admitted as a substitute or additional General Partner is a corporation or a partnership it shall have provided the Partnership with evidence satisfactory to counsel for the Partnership of such Person’s authority to become a...
Changes in General Partner. 1Transfer of the General Partner’s Partnership Interest.
Changes in General Partner. 7.1 Transfer of the General Partner’s Partnership Units.
(a) The General Partner shall not transfer all or any portion of its General Partnership Units or withdraw as General Partner except as provided in, or in connection with a transaction contemplated by, Section 7.1(c).
(b) Except as otherwise provided in Section 6.4(b) or Section 7.1(c) hereof, the General Partner shall not engage in any merger, consolidation or other combination with or into another Person or the sale of all or substantially all of its assets (other than in connection with a change in the General Partner’s state of incorporation or organizational form), in each case which results in a change of control of the General Partner (a “Transaction”), unless the consent of Limited Partners holding more than 50% of the Percentage Interests of the Limited Partners is obtained.
(c) Notwithstanding Section 7.1(a) or (b),
(i) a General Partner may transfer all or any portion of its General Partnership Units to (A) a wholly owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner, and following a transfer of all of its General Partnership Units, may withdraw as General Partner; and
(ii) the General Partner may engage in a transaction not required by law or by the rules of any national securities exchange on which the General Partner’s shares are listed to be submitted to the vote of the holders of the General Partner’s shares.
Changes in General Partner. Transfer of the General Partner’s Partnership Interest 7.02 Admission of a Substitute or Additional General Partner 7.03 Effect of Bankruptcy, Withdrawal, or Dissolution of a General Partner 7.04 Removal of the General Partner
Changes in General Partner. 27 7.01 Transfer of the General Partner's Partnership Interest . . .
Changes in General Partner. 7.1. Transfer of the General Partner’s Partnership Interest.
(a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in or in connection with a transaction contemplated by Sections 7.1(c), 7.1(d), or 7.1(e).
(b) The General Partner agrees that the Partnership Units that equate to a 0.1% Partnership Percentage Interest are designated as Partnership Units representing a General Partnership Interest.
(c) Except as otherwise provided in Section 7.1(d) or 7.1(e), the General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets (other than in connection with a change in the General Partner’s state of incorporation or organizational form), which, in any such case, results in a change of control of the General Partner (a “Transaction”), unless:
(i) the consent of Partners holding more than 50% of the Partnership Percentage Interests is obtained; or
(ii) as a result of such Transaction, all Partners are granted the right to receive for each Partnership Unit an amount of cash, securities, or other property equal to the product of the Conversion Factor applicable to each Partnership Unit and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share (of a class corresponding to the Partnership Unit held by each Limited Partner) in consideration of the transfer of one such REIT Share; provided, that if, in connection with the Transaction, a purchase, tender, or exchange offer (“Offer”) shall have been made to and accepted by the holders of more than 50% of the outstanding REIT Shares voting together as a single class, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities, or other property which a Limited Partner would have received had it (A) exercised its Exchange Right and (B) sold, tendered, or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Exchange Right immediately prior to the expiration of the Offer; or
(iii) the General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or any Subsidiary) receive an amount of cash, securities, or other pr...
