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(c) below.
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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.
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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.
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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. /s/ PJM
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Exchange of Partnership Interests. TRANSFER OF SHARES
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Exchange of Partnership Interests. Acquire property on behalf of the Partnership in exchange for Units or other interests in the Partnership to the Partners. 8.4.17
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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 Organizational Contributions; Contributions by the General Partner and its Affiliates 40 Section 5.2 Contributions by Initial Limited Partners 41 Section 5.3 Interest and Withdrawal 41 Section 5.4 Capital Accounts 41 Section 5.5 Issuances of Additional Partnership Interests and Derivative Instruments 45 Section 5.6 Conversion of Subordinated Units 46 Section 5.7 Limited Preemptive Right 47 Section 5.8 Splits and Combinations 47 Section 5.9 Fully Paid and Non-Assessable Nature of Limited Partner Interests 48 Section 5.10 Issuance of Common Units in Connection with Reset of Incentive Distribution Rights 48 Section 5.11 Establishment of Series A Preferred Units 50 Section 5.12 Deemed Capital Contributions 63 ARTICLE VI

  • 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.

  • 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:

  • 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:

  • General Partnership Interest A number of Partnership Units held by the General Partner equal to one percent (1%) of all outstanding Partnership Units shall be deemed to be the General Partner Partnership Units and shall be the General Partnership Interest. All other Partnership Units held by the General Partner shall be Limited Partnership Interests and shall be held by the General Partner in its capacity as a Limited Partner in the Partnership.

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