Exchange of Partnership Interests Sample Clauses

Exchange of Partnership Interests. (a) Each holder (other than Pubco) of an Interest shall be entitled to exchange, at any time and from time to time after the incorporation of Pubco, any or all of such holder’s Interests, or any or all of the shares of stock held by such holder in one or more corporations with no assets or liabilities other than such Interests (which exchange, at such Holder’s election, will to the extent possible be structured in a transaction qualifying as a reorganization under I.R.C. ss. 368(a)), into a proportionate number of fully paid and non-assessable shares of the Public Common Stock. Such right shall be exercised by a written notice of the holder of such Interest to the transfer agent of Pubco stating that such holder desires to exchange such Interests into a proportionate number of shares of the Public Common Stock, and by instruments of transfer to the transfer agent, in form satisfactory thereto, duly executed by such holder or such holder’s duly authorized attorney, and transfer tax stamps or funds therefor, if required by Section 6.2(c) below. The number of shares of Public Common Stock to be exchanged for a percentage of Interests shall be subject to adjustment as provided in Section 6.2(e) below. (b) As promptly as practicable following the surrender for exchange of Interests in the manner provided in Section 6.2(a), and the payment in cash of any amount required by the provisions of Section 6.2(c), Pubco will deliver or cause to be delivered at the offices of Pubco’s transfer agent, a certificate or certificates representing the full number of shares of Public Common Stock issuable upon such exchange, issued in such name or names as such holder may direct. Subject to paragraph (g) below such exchange shall be deemed to have been effected immediately prior to the close of business on the date of the surrender of the Interests. Upon the date any such exchange is effected all rights of the holder of such Interests shall cease, and the person or persons in whose name or names the shares of Public Common Stock are to be issued shall be treated for all purposes as having become the record holder or holders of such shares of Public Common Stock; provided, however, that if any such surrender and payment accrue on any date when the stock transfer books of Pubco shall be closed, the person or persons in whose names or names the certificate or certificates representing shares of Public Common Stock are to be issued shall be deemed the record holder or holders there...
Sample 1See All (4)
AutoNDA by SimpleDocs
Exchange of Partnership Interests. As provided in and subject to the Exchange Rights Agreement, the Existing Partners of the Delaware Limited Partnership shall have the right, exercisable in their discretion, to sell their Partnership Units to PGP for common stock of PGP or cash, at PGP's election. The Exchange Rights Agreement shall be substantially in the form attached hereto as Exhibit B, with such additions thereto and changes therein as are approved by the parties executing the same, with such approval to be conclusively evidenced by the execution and delivery of the Exchange Rights Agreement. Notwithstanding any provision herein to the contrary, if the Property is sold, all Partnership Units held by the Existing Partners shall be mandatorily converted to the common stock of PGP and shall be automatically deemed tendered for acquisition by PGP pursuant to Section 4 of the Exchange Rights Agreement; provided, however, that the immediately preceding sentence shall not apply in the event the Property is sold for less than its Carrying Value (as that term is defined in the LP Agreement) or is otherwise sold for a loss for either book or tax purposes.
Sample 1Sample 2
Exchange of Partnership Interests. Acquire property on behalf of the Partnership in exchange for Units or other interests in the Partnership to the Partners.
Sample 1
Exchange of Partnership Interests. If (i) Seller is unable to obtain the Required Consents as provided in Section 2(b) or Section 8 hereof, or (ii) Buyer fails to exercise either the Short Option or the First Option prior to their expiration or if Buyer has defaulted on any Secured Promissory Note, then in either case, either Buyer or Seller may, in their sole discretion, elect by written notice to the other party to cause an exchange of Buyer’s Relinquished Partnership Interests for Buyer’s Replacement Partnership Interests. Buyer’s “Relinquished Partnership Interests” are all of the Partnership Interests acquired by Buyer at the First Closing and/or the Short Option Closing in the Partnerships that Buyer relinquishes together with the related 8% Interest Obligation and LP Obligations. Buyer’s “Replacement Partnership Interests” are all Partnership Interests owned by Seller in the Partnerships other than the Partnerships that Buyer relinquishes together with the related 8% Interest Obligation and LP Obligations. The Partnerships that Buyer relinquishes must either be the Partnerships numbered “Apartment Complex Number” 3 through 70 and 78 (or the those numbered 79 through 135 and 137 on the attached Exhibit A. If either Buyer or Seller elects to trigger this exchange, the exchange of the Relinquished Partnership Interests for the Replacement Partnership Interests shall close within thirty (30) days after delivery of the written notice from Buyer or Seller that prompted the exchange. If neither Buyer nor Seller elects to trigger an exchange, Seller shall continue for a reasonable period of time to exercise diligent efforts to obtain the Required Consents in order to facilitate the closing of the transactions prompted by Buyer’s exercise of the First Option.
Sample 1
Exchange of Partnership Interests. If Seller is unable to obtain the Required Consents such that the First Option cannot be closed within a reasonable time after the exercise of the First Option, then either Buyer or Seller may exercise its option to cause Buyer to exchange certain Partnership Interests for other Partnership Interests, as described in Section 2(f) of this Agreement.
Sample 1
Exchange of Partnership Interests. TRANSFER OF SHARES
Sample 1

Related to Exchange of Partnership Interests

  • Transfer of Partnership Interests The foregoing power of attorney shall survive the delivery of an instrument of transfer by any Partner of the whole or any portion of or interest in its Partnership Interest, except that (i) where a Partner becomes a Former Partner, or (ii) where a Transferee of such Partnership Interest has been approved as a successor Partner and the Transferor shall thereupon cease being a Partner (all in accordance with this Agreement), then the power of attorney of the Former Partner or the Transferor Partner, as the case may be, shall survive the cessation of Partner status or the delivery of such instrument of transfer, as the case may be, for the sole purpose of enabling the attorneys-in-fact for such Former Partner or the Transferor Partner (or any of them) to execute, swear to, acknowledge and file any and all instruments necessary to effectuate or reflect such cessation, transfer and succession.

  • Purchase or Sale of Partnership Interests The General Partner may cause the Partnership to purchase or otherwise acquire Partnership Interests or Derivative Partnership Interests. As long as Partnership Interests are held by any Group Member, such Partnership Interests shall not be considered Outstanding for any purpose, except as otherwise provided herein. The General Partner or any Affiliate of the General Partner may also purchase or otherwise acquire and sell or otherwise dispose of Partnership Interests for its own account, subject to the provisions of Articles IV and X.

  • Transfers of Partnership Interests Except as the Partners may otherwise agree from time to time, a Partner may not Transfer all or any part of its Partnership Interest without the Consent of each other Partner, which Consent may be withheld in the sole discretion of each such other Partner.

  • Capital Contributions and Issuance of Partnership Interests Section 5.1

  • Additional Partnership Interests If the Partnership issues Partnership Interests in accordance with Section 4.2 or 4.3, the distribution priorities set forth in Section 5.1 shall be amended, as necessary, to reflect the distribution priority of such Partnership Interests and corresponding amendments shall be made to the provisions of Exhibit B.

  • Rights of Assignees of Partnership Interests (a) Subject to the provisions of Sections 9.1 and 9.2 hereof, except as required by operation of law, the Partnership shall not be obligated for any purposes whatsoever to recognize the assignment by any Limited Partner of its Partnership Interest until the Partnership has received notice thereof. (b) Any Person who is the assignee of all or any portion of a Limited Partner’s Limited Partnership Interest, but does not become a Substitute Limited Partner and desires to make a further assignment of such Limited Partnership Interest, shall be subject to all the provisions of this Article 9 to the same extent and in the same manner as any Limited Partner desiring to make an assignment of its Limited Partnership Interest.

  • Redemption of Partnership Interests of Ineligible Holders (a) If at any time a Limited Partner fails to furnish an Eligibility Certificate or any other information requested within the period of time specified in Section 4.9, or if upon receipt of such Eligibility Certificate or other information the General Partner determines, with the advice of counsel, that a Limited Partner is an Ineligible Holder, the Partnership may, unless the Limited Partner establishes to the satisfaction of the General Partner that such Limited Partner is not an Ineligible Holder or has transferred his Limited Partner Interests to a Person who is not an Ineligible Holder and who furnishes an Eligibility Certificate to the General Partner prior to the date fixed for redemption as provided below, redeem the Limited Partner Interest of such Limited Partner as follows: (i) The General Partner shall, not later than the 30th day before the date fixed for redemption, give notice of redemption to the Limited Partner, at such Limited Partner’s last address designated on the records of the Partnership or the Transfer Agent, by registered or certified mail, postage prepaid. The notice shall be deemed to have been given when so mailed. The notice shall specify the Redeemable Interests, the date fixed for redemption, the place of payment, that payment of the redemption price will be made upon redemption of the Redeemable Interests (or, if later in the case of Redeemable Interests evidenced by Certificates, upon surrender of the Certificate evidencing the Redeemable Interests) and that on and after the date fixed for redemption no further allocations or distributions to which such Limited Partner would otherwise be entitled in respect of the Redeemable Interests will accrue or be made. (ii) The aggregate redemption price for Redeemable Interests shall be an amount equal to the Current Market Price (the date of determination of which shall be the date fixed for redemption) of Limited Partner Interests of the class to be so redeemed multiplied by the number of Limited Partner Interests of each such class included among the Redeemable Interests. The redemption price shall be paid, as determined by the General Partner, in cash or by delivery of a promissory note of the Partnership in the principal amount of the redemption price, bearing interest at the rate of 5% annually and payable in three equal annual installments of principal together with accrued interest, commencing one year after the redemption date. (iii) The Limited Partner or such Limited Partner’s duly authorized representative shall be entitled to receive the payment for the Redeemable Interests at the place of payment specified in the notice of redemption on the redemption date (or, if later in the case of Redeemable Interests evidenced by Certificates, upon surrender by or on behalf of the Limited Partner or transferee at the place specified in the notice of redemption, of the Certificate evidencing the Redeemable Interests, duly endorsed in blank or accompanied by an assignment duly executed in blank). (iv) After the redemption date, Redeemable Interests shall no longer constitute issued and Outstanding Limited Partner Interests. (b) The provisions of this Section 4.10 shall also be applicable to Limited Partner Interests held by a Limited Partner as nominee, agent or representative of a Person determined to be an Ineligible Holder. (c) Nothing in this Section 4.10 shall prevent the recipient of a notice of redemption from transferring his Limited Partner Interest before the redemption date if such transfer is otherwise permitted under this Agreement and the transferor provides notice of such transfer to the General Partner. Upon receipt of notice of such a transfer, the General Partner shall withdraw the notice of redemption, provided the transferee of such Limited Partner Interest certifies to the satisfaction of the General Partner that such transferee is not an Ineligible Holder. If the transferee fails to make such certification within 30 days after the request and, in any event, before the redemption date, such redemption shall be effected from the transferee on the original redemption date.

  • Issuance of Additional Partnership Interests The General Partner, in its sole and absolute discretion, may raise all or any portion of the Additional Funds by accepting additional Capital Contributions of cash. The General Partner may also accept additional Capital Contributions of real property or any other non-cash assets. In connection with any such additional Capital Contributions (of cash or property), the General Partner is hereby authorized to cause the Partnership from time to time to issue to Partners (including the General Partner) or other Persons (including, without limitation, in connection with the contribution of tangible or intangible property, services, or other consideration permitted by the Act to the Partnership) additional Partnership Units or other Partnership Interests, which may be Common Units or other Partnership Units issued in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional, conversion, exchange or other special rights, powers, and duties, including rights, powers, and duties senior to then existing Limited Partner Interests, all as shall be determined by the General Partner in its sole and absolute discretion subject to Maryland law, including without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction, and credit to such class or series of Partnership Interests; (ii) the right of each such class or series of Partnership Interests to share in Partnership distributions; (iii) the rights of each such class or series of Partnership Interests upon dissolution and liquidation of the Partnership; and (iv) the right to vote, including, without limitation, the Limited Partner approval rights set forth in Section 11.2.A; provided, that no such additional Partnership Units or other Partnership Interests shall be issued to the General Partner unless either (a) (1) the additional Partnership Interests are issued in connection with the grant, award, or issuance of shares of the General Partner pursuant to Section 4.3.C below, which shares have designations, preferences, and other rights (except voting rights) such that the economic interests attributable to such shares are substantially similar to the designations, preferences and other rights of the additional Partnership Interests issued to the General Partner in accordance with this Section 4.3.B, and (2) the General Partner shall make a Capital Contribution to the Partnership in an amount equal to any net proceeds raised in connection with such issuance, or (b) the additional Partnership Interests are issued to all Partners holding Partnership Interests in the same class in proportion to their respective Percentage Interests in such class or (c) the additional Partnership Interests are issued pursuant to a Stock Plan. The General Partner’s determination that consideration is adequate shall be conclusive insofar as the adequacy of consideration relates to whether the Partnership Interests are validly issued and paid. In the event that the Partnership issues additional Partnership Interests pursuant to this Section 4.3.B, the General Partner shall make such revisions to this Agreement (including but not limited to the revisions described in Section 5.4, Section 6.2.B, and Section 8.6) as it determines are necessary to reflect the issuance of such additional Partnership Interests.

  • Redemption of Partnership Interests of Non-citizen Assignees (a) If at any time a Limited Partner or Assignee fails to furnish a Citizenship Certification or other information requested within the 30-day period specified in Section 4.9(a), or if upon receipt of such Citizenship Certification or other information the General Partner determines, with the advice of counsel, that a Limited Partner or Assignee is not an Eligible Citizen, the Partnership may, unless the Limited Partner or Assignee establishes to the satisfaction of the General Partner that such Limited Partner or Assignee is an Eligible Citizen or has transferred his Partnership Interests to a Person who is an Eligible Citizen and who furnishes a Citizenship Certification to the General Partner prior to the date fixed for redemption as provided below, redeem the Partnership Interest of such Limited Partner or Assignee as follows: (i) The General Partner shall, not later than the 30th day before the date fixed for redemption, give notice of redemption to the Limited Partner or Assignee, at his last address designated on the records of the Partnership or the Transfer Agent, by registered or certified mail, postage prepaid. The notice shall be deemed to have been given when so mailed. The notice shall specify the Redeemable Interests, the date fixed for redemption, the place of payment, that payment of the redemption price will be made upon surrender of the Certificate evidencing the Redeemable Interests and that on and after the date fixed for redemption no further allocations or distributions to which the Limited Partner or Assignee would otherwise be entitled in respect of the Redeemable Interests will accrue or be made. (ii) The aggregate redemption price for Redeemable Interests shall be an amount equal to the Current Market Price (the date of determination of which shall be the date fixed for redemption) of Limited Partner Interests of the class to be so redeemed multiplied by the number of Limited Partner Interests of each such class included among the Redeemable Interests. The redemption price shall be paid, in the discretion of the General Partner, in cash or by delivery of a promissory note of the Partnership in the principal amount of the redemption price, bearing interest at the rate of 10% annually and payable in three equal annual installments of principal together with accrued interest, commencing one year after the redemption date. (iii) Upon surrender by or on behalf of the Limited Partner or Assignee, at the place specified in the notice of redemption, of the Certificate evidencing the Redeemable Interests, duly endorsed in blank or accompanied by an assignment duly executed in blank, the Limited Partner or Assignee or his duly authorized representative shall be entitled to receive the payment therefor. (iv) After the redemption date, Redeemable Interests shall no longer constitute issued and Outstanding Limited Partner Interests. (b) The provisions of this Section 4.10 shall also be applicable to Limited Partner Interests held by a Limited Partner or Assignee as nominee of a Person determined to be other than an Eligible Citizen. (c) Nothing in this Section 4.10 shall prevent the recipient of a notice of redemption from transferring his Limited Partner Interest before the redemption date if such transfer is otherwise permitted under this Agreement. Upon receipt of notice of such a transfer, the General Partner shall withdraw the notice of redemption, provided the transferee of such Limited Partner Interest certifies to the satisfaction of the General Partner in a Citizenship Certification delivered in connection with the Transfer Application that he is an Eligible Citizen. If the transferee fails to make such certification, such redemption shall be effected from the transferee on the original redemption date.

  • Partnership Interests Except as may otherwise be provided herein, each Partner’s percentage interest in the assets, profits, and distributions of the Partnership (“Partnership Interest”) shall be as set forth in Exhibit B attached hereto and incorporated herein by reference.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!