Limitation On Right To Transfer Partner’s Interest Sample Clauses

Limitation On Right To Transfer Partner’s Interest. 9.1.1 Subject to (i) the right of first offer provided for in §§9.1.2 and 9.1.3, (ii) the prior approval of the Management Committee (which shall not be unreasonably withheld) as set forth in this §9.1.1, and (iii) the satisfaction of the requirements set forth in §9.1.4, a Partner (“Transferring Partner”) may sell, assign or otherwise transfer all or any part of its Percentage Interest to any other Person or Persons (including, without limitation, a Partner) (“Transferee”). The Management Committee’s approval may not be withheld unless it is determined by a 60% Vote that the transfer of the interest will adversely affect the financial and operating integrity of the Partnership. No such approval for transfer of all or part of the Percentage Interest of a Partner shall release the Transferring Partner from Partnership obligations accrued during the period the Transferring Partner was a Partner except upon the unanimous approval of the remaining Partners. The Management Committee may pre-approve the transfer by a Partner to another entity (a “Pre-Approved Transfer”) of all or any part of the Partner’s Percentage Interest, subject to the full satisfaction of the requirements set forth in §§ 9.1.2 through 9.1.4.
Sample 1
AutoNDA by SimpleDocs
Limitation On Right To Transfer Partner’s Interest. (a) Prior to the exercise of the KBI Shares Option and the consummation of the transactions contemplated thereby and except as provided in Section 7.2, the General Partner may not Transfer in any manner all or any part of, or any right with respect to, its Interest without the prior Consent of the Limited Partner, which Consent may be withheld for any reason 58 54 in the sole discretion of the Limited Partner. In the event such Consent is obtained, the transferee of such Interest shall not be entitled to exercise or receive any of the rights, powers or benefits of a general partner other than the right to receive distributions to which the General Partner would be entitled, unless the transferee is admitted as a substituted general partner. A permitted transferee of all but not less than all of the Interest of the General Partner shall be admitted to the Partnership as the general partner of the Partnership only if (i) the General Partner designates, in a written instrument delivered to the Limited Partner, its transferee to become a substituted general partner, (ii) the specific Consent of the Limited Partner to such admission is obtained and (iii) such transferee executes an instrument reasonably satisfactory to the Limited Partner accepting and adopting the terms and provisions of this Agreement, including a counterpart signature page to this Agreement. No such Transfer in compliance with this Agreement shall cause a dissolution of the Partnership for purposes of the Act. If such conditions are satisfied, such admission shall be effective upon the filing of an amendment to the Certificate of Limited Partnership with the Secretary of State of the State of Delaware which indicates that such transferee has been admitted to the Partnership as the general partner of the Partnership, and shall occur, and for all purposes shall be deemed to have occurred, immediately prior to the time the transferor ceases to be the general partner of the Partnership. Such successor General Partner is hereby authorized to and shall continue the Partnership without dissolution. Upon the filing of an amendment to the Certificate of Limited Partnership with the Secretary of State of the State of Delaware which indicates that the General Partner is no longer a general partner of the Partnership, the General Partner shall at that time cease to be a general partner of the Partnership.
Sample 1
Limitation On Right To Transfer Partner’s Interest. 11.1.1 Subject to (a) the right of first refusal herein provided, (b) the requirements of Section 11.1.2, and (c) the prior approval of the Management Committee (which shall not be unreasonably withheld) to the extent such approval is required by this Section 11.1.1, a Partner (the “Transferring Partner”) may sell, assign or otherwise transfer all or any part of its right, title or interest in the Partnership or all or any part of its right, title or interest in any evidence of indebtedness of the Partnership (the “Interest”) to any other Person which has made a valid and binding offer in cash or cash equivalents to purchase the Interest (the “Offeror”) and which has agreed to assume by operation of law or by express agreement with the Partnership (as provided herein or otherwise in form and substance reasonably satisfactory to the Management Committee) all of the obligations of the Transferring Partner under this Agreement to the extent of the Interest transferred. The affirmative vote of members of the Management Committee representing more than 50% of the total Percentage Interests of the Partners other than the Transferring Partner and its Affiliates, not to be unreasonably withheld, that the transfer of the Interest will not adversely affect the financial and operating integrity of the Partnership shall also be required unless the long-term senior unsecured non-credit enhanced debt securities of the Offeror, or of any guarantor of the Offeror’s obligations under the Partnership Agreement, are rated BBB- or better by Standard & Poor’s or are rated Baa3 or better by Xxxxx’x Investors Services. Forthwith after acceptance of an offer from an Offeror to purchase the Interest (conditioned on the satisfaction of the requirements of this Section), the Transferring Partner shall give notice in writing thereof to all of the other Partners enclosing a true copy of the offer. If the offer includes non-cash consideration for the transferred Interest, such notice shall set forth the Transferring Partner’s reasonable determination of the cash equivalent value of such non-cash consideration and shall indicate in reasonable detail the basis for such calculation. If the offer contemplates an Indirect Transfer (as defined below), such notice shall set forth the Transferring Partner’s reasonable determination of the portion of the offered price attributable to the Transferring Partner’s Interest in the Partnership (the “Interest Indirect Transfer Price”) and shall indica...
Sample 1

Related to Limitation On Right To Transfer Partner’s Interest

  • Limited Partners Rights to Transfer (a) Subject to the provisions of Sections 11.3(c), 11.3(d), 11.3(e), 11.4 and 11.6, a Limited Partner may, without the consent of the General Partner, Transfer all or any portion of its Limited Partner Interest, or any of such Limited Partner’s economic right as a Limited Partner. In order to effect such transfer, the Limited Partner must deliver to the General Partner a duly executed copy of the instrument making such transfer and such instrument must evidence the written acceptance by the assignee of all of the terms and conditions of this Agreement and represent that such assignment was made in accordance with all applicable laws and regulations.

  • Xxxxxx’s Right to Transfer If all of the Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section 5, then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price, provided that such sale or other transfer is consummated within one hundred and twenty (120) days after the date of the Notice, that any such sale or other transfer is effected in accordance with any applicable securities laws and that the Proposed Transferee agrees in writing that the provisions of this Section 5 shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.

  • Holder’s Right to Transfer If all of the Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section, then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price, provided that such sale or other transfer is consummated within 120 days after the date of the Notice, that any such sale or other transfer is effected in accordance with any applicable securities laws and that the Proposed Transferee agrees in writing that the provisions of this Section shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.

  • Right to Transfer The Purchaser shall have the right to sell or otherwise transfer the Subject Shares at any time in its sole discretion, subject to the transfer restrictions contained in Section 2.1 of the Purchase Agreement. Upon the transfer of the Subject Shares by the Purchaser to any third party (other than a transfer to an Affiliate of the Purchaser in which case such Subject Shares shall remain subject to this Agreement) such Subject Shares shall no longer be subject to this Agreement; provided, however, in connection with an Excluded Transfer:

  • Limitation on Rights (a) This Agreement shall not be deemed to create a contract of employment between the Company and the Executive and shall create no right in the Executive to continue in the Company's employment for any specific period of time, or to create any other rights in the Executive or obligations on the part of the Company, except as set forth herein. This Agreement shall not restrict the right of the Company to terminate the Executive, or restrict the right of the Executive to terminate employment.

  • Consent to Transfer We will not unreasonably withhold our consent to transfer, provided that all of the conditions described in this Paragraph 11 have been satisfied. Application for our consent to a transfer and tender of the right of first refusal provided for in subparagraph 11.F must be made by submission of our form of application for consent to transfer. You also agree to submit other information and documents (including a copy of the proposed purchase or other transfer agreement) we require under our then-current transfer procedures. The application must indicate whether you or a Principal Owner proposes to retain a security interest in the property to be transferred. No security interest may be retained or created, however, without our prior written consent and except upon conditions acceptable to us. Any agreement used in connection with a transfer shall be subject to our prior written approval, which approval will not be withheld unreasonably. You immediately must notify us of any proposed transfer and must submit promptly to us the application for consent to transfer. Any attempted transfer by you without our prior written consent or otherwise not in compliance with the terms of this Agreement will be void, your interest in this Agreement will be voluntarily abandoned, and it will provide us with the right to elect either to deem you in default and terminate this Agreement or to collect from you and the guarantors a transfer fee equal to two times the transfer fee provided for in subparagraph 11.C.

  • Agreement to Transfer The Transferor hereby agrees to Transfer to the Transferee, pursuant and subject to the terms and conditions set forth in the Agreement and the BCA Approval Order, the Commitment Percentage set forth beneath its signature in the signature page hereto (and Schedule 1 to the Agreement shall be deemed to have been revised in accordance with the Agreement).

  • Limitation on Interest Each Bank, each Agent, Borrower, each other Credit Party and any other parties to the Loan Papers intend to contract in strict compliance with applicable usury Law from time to time in effect. In furtherance thereof such Persons stipulate and agree that none of the terms and provisions contained in the Loan Papers shall ever be construed to create a contract to pay, for the use, forbearance or detention of money, interest in excess of the Maximum Lawful Rate. None of Borrower, any other Credit Party, nor any present or future guarantors, endorsers, or other Persons hereafter becoming liable for payment of any Obligation shall ever be liable for unearned interest thereon or shall ever be required to pay interest thereon in excess of the Maximum Lawful Rate and the provisions of this Section 14.6 shall control over all other provisions of the Loan Papers which may be in conflict or apparent conflict herewith. Each Bank and Administrative Agent expressly disavow any intention to charge or collect excessive unearned interest or finance charges in the event the maturity of any Obligation is accelerated. If (a) the maturity of any Obligation is accelerated for any reason, (b) any Obligation is prepaid and as a result any amounts held to constitute interest are determined to be in excess of the Maximum Lawful Rate, or (c) any Bank or any other holder of any or all of the Obligations shall otherwise collect moneys which are determined to constitute interest which would otherwise increase the interest on any or all of the Obligations to an amount in excess of the Maximum Lawful Rate, then all such sums determined to constitute interest in excess of the Maximum Lawful Rate shall, without penalty, be promptly applied to reduce the then outstanding principal of the related Obligations or, at any Bank’s or such holder’s option, promptly returned to Borrower or the other payor thereof upon such determination. In determining whether or not the interest paid or payable, under any specific circumstance, exceeds the Maximum Lawful Rate, Administrative Agent, Banks, Borrower and the other Credit Parties (and any other payors or payees thereof) shall to the greatest extent permitted under applicable Law, (i) characterize any non-principal payment as an expense, fee or premium rather than as interest, (ii) exclude voluntary prepayments and the effects thereof, and (iii) amortize, prorate, allocate, and spread the total amount of interest throughout the entire contemplated term of the instrument evidencing the Obligations in accordance with the amounts outstanding from time to time thereunder and the Maximum Lawful Rate in order to lawfully charge the Maximum Lawful Rate.

  • Consent to Transfer Personal Data By signing this Agreement, the Recipient voluntarily acknowledges and consents to the collection, use, processing and transfer of personal data as described in this paragraph. The Recipient is not obliged to consent to such collection, use, processing and transfer of personal data. However, failure to provide the consent may affect the Recipient’s ability to participate in the Plan. The Company and its subsidiaries hold certain personal information about the Recipient, including name, home address and telephone number, date of birth, social security number or other employee identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all entitlement to shares of stock awarded, canceled, purchased, vested, unvested or outstanding in the Recipient’s favor, for the purpose of managing and administering the Plan (“Data”). The Company and/or its subsidiaries will transfer Data amongst themselves as necessary for the purpose of implementation, administration and management of the Plan, and the Company and/or any of its subsidiaries may each further transfer Data to any third parties assisting the Company in the implementation, administration and management of the Plan. These recipients may be located in the European Economic Area, or elsewhere throughout the world, including the United States. The Recipient authorizes such recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Recipient’s participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of shares of stock on the Recipient’s behalf to a broker or other third party with whom the Recipient may elect to deposit any shares of stock acquired pursuant to the Plan. The Recipient may, at any time, review Data, require any necessary amendments to it or withdraw the consents herein in writing by contacting the Company; however, withdrawing consent may affect the Recipient’s ability to participate in the Plan.

  • Right of Participation and First Refusal (i) Other than arrangements that are in place or disclosed in SEC Documents prior to the date of this Agreement, from the date of this Agreement until the Note is extinguished in its entirety, the Company will not, (i) directly or indirectly, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition of) any of its or its Subsidiaries’ debt, equity, or equity equivalent securities, including without limitation any debt, preferred shares or other instrument or security that is, at any time during its life and/or under any circumstances, convertible into, exchangeable, or exercisable for Common Stock (any such offer, sale, grant, disposition or announcement being referred to as a “Subsequent Placement”) or (ii) enter into any definitive agreement with regard to the foregoing, in each case unless the Company shall have first complied with this Section 4(d).

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