Partnership Option Sample Clauses

Partnership Option. If the General Partner does not exercise its option to purchase all of the interest under Section 10.4(a), for thirty (30) days after the expiration of the General Partner's option or notice of the intention not to exercise the option as to all or part of the interest, whichever occurs earlier, the Partnership shall have an option to redeem all or any part of the remaining interest subject to this option at the price and on the terms provided in Article 11.
Sample 1See All (5)
Partnership Option. During the Option Period but after the Class A Option Period, the Partnership will have the exclusive right and option, but not the obligation, to elect to purchase all or any portion of the Offered Interest to the extent the Class A Limited Partner elects not to purchase as provided in Section 8.5(a) at the price and on the terms determined under Sections 8.16 and 8.
Sample 1Sample 2
Partnership Option. The Majority of Interests of the Remaining Partners may vote that it is in the best interest of the Partnership for the Partnership to purchase the Interest of the Retiring Partner, in which case the Retiring Partner shall sell such Interest to the Partnership as provided in Section 8.3(3). Such vote of the Remaining Partners shall be made in accordance with Section 8.1 and such vote shall occur within forty-five (45) days of the date on which the Retiring Partner delivers the Tender to the General Partners. The Partnership's option to purchase shall be exercised by giving written notice to the Retiring Partner, which notice shall be signed by the Majority of Interests which voted in favor of the purchase by the Partnership.
Sample 1
Partnership Option. On receipt of the Transfer Notice, the Partnership will have the exclusive right and option, exercisable at any time during a period of thirty (30) days from the date of the Transfer Notice, to purchase any of the Offered Interests upon the same terms and conditions as contained in the Transfer Notice. If the consideration for the Offered Interests from the third Person is for consideration other than money, the Partnership may substitute, for the other consideration, an amount of money equivalent to the lesser of (i) the fair market value of the other consideration, or (ii) the fair market value of the Offered Interests, in each case as determined by the General Partner. The good faith determination of fair market value by the General Partner shall be conclusive and binding, absent manifest error. If the Partnership decides to exercise its option to purchase any of the Offered Interests, it will give written notice to that effect to the Transferring Limited Partner. The right of the Partnership to exercise its option to purchase is subject to the laws of the State of Delaware governing the rights of a limited partnership to purchase its own limited partnership interests.
Sample 1
Partnership Option. Within forty-five (45) days after the receipt of the Notice, the Remaining Partners may vote, by a Majority of Interests of the Remaining Partners, that it is in the best interest of the Partnership for the Partnership to purchase the Interest of the Assigning Partner on the same terms and conditions as the Offer, or, at the election of the Remaining Partners, at the purchase price and upon such terms as provided in Article 12 hereof, regardless of the terms of such Offer, in which case the Valuation Date shall be the end of the month preceding the Notice. If the Partnership elects to purchase such Interest of the Assigning Partner, the Assigning Partner shall sell such Interest to the Partnership consistent with either the terms and conditions of the Offer or in accordance with Article 12, as the Partnership may elect, which shall be set forth in the Notice. Such vote of the Remaining Partners shall be made in accordance with Section 8.1 and such vote shall occur within ninety (90) days from the date of the Notice. The Partnership’s option to purchase shall be exercised by giving written notice to the Assigning Partner.
Sample 1
Partnership Option. (a) The applicable Sellers hereby covenant and agree at Sellers' sole cost and expense with Buyer (i) to deliver an Exercise Notice (as defined in the Partnership Agreement) with respect to the Purchase Option (as defined in the Partnership Agreement) as soon as reasonably practicable on or after December 10, 1997 (but in any event, prior to the end of the Purchase Option Exercise Period (as defined in the Partnership Agreement)); (ii) to effect the Purchase Option closing as soon as reasonably practicable after delivery of the Exercise Notice (but in any event, prior to the end of the Purchase Option Closing Period (as defined in the Partnership Agreement)); and (iii) immedi ately following the Purchase Option closing (and without payment of further consideration from Buyer), to execute and deliver to Buyer an Assignment of Partnership Interest conveying to Buyer a ten percent (10%) interest in the Partnership free and clear of any defects, liens, encumbrances or claims of any kind (and Buyer agrees to execute and deliver to such Sellers such Assignment of Partnership Interest and to grant any waivers under the Partnership Agreement that are necessary to permit such assignment). (b) Effective immediately after the completion of the transactions described in Section 9.28(a), the applicable Sellers agree with Buyer to amend Section 18 of the Partner ship Agreement so as to grant to Buyer a "purchase option" (with respect to such Sellers' then remaining interest in the Partnership), exercisable by Buyer not sooner than the date three (3) years after the closing contemplated by Section 9.28(a)(ii) and on substantially the same terms and conditions as the Purchase Option held by WCB (as defined in the Partnership Agreement) as of the Effective Date.
Sample 1

Related to Partnership Option

  • No Creation of a Partnership or Exclusive Purchase Right Nothing contained in this Agreement, and no action taken pursuant hereto shall be deemed to constitute the relationship created hereby between the Note Holders as a partnership, association, joint venture or other entity. No Note Holder shall have any obligation whatsoever to offer to any other Note Holder the opportunity to purchase a participation interest in any future loans originated by such Note Holder or its Affiliates and if any Note Holder chooses to offer to any other Note Holder the opportunity to purchase a participation interest in any future mortgage loans originated by such Note Holder or its Affiliates, such offer shall be at such purchase price and interest rate as such Note Holder chooses, in its sole and absolute discretion. No Note Holder shall have any obligation whatsoever to purchase from any other Note Holder a participation interest in any future loans originated by such Note Holder or its Affiliates.

  • Partnership Units Each Partner shall own Partnership Units in the amounts set forth for such Partner in Exhibit A and shall have a Percentage Interest in the Partnership as set forth in Exhibit A, which Percentage Interest shall be adjusted in Exhibit A from time to time by the General Partner to the extent necessary to reflect accurately redemptions, additional Capital Contributions, the issuance of additional Partnership Units or similar events having an effect on the number of Partnership Units held by, and the Percentage Interest of, any Partner. Each Partnership Unit shall entitle the holder thereof to one vote on all matters on which the Partners (or any portion of the Partners) are entitled to vote under this Agreement.

  • Membership Units The Company is initially organized with One (1) class of Membership Interests, designated in Units, which Units are initially the only class of equity in the Company. The Units shall have no par value and shall be of a single class with identical rights. The Company shall have a first lien on the Units of any Member for any debt or liability owed by such Member to the Company. Additional and different classes of Membership Interests represented by different Units may be created and issued to new or existing Members on such terms and conditions as the Governors may determine. Such additional and different classes may have different rights, powers and preferences (including, without limitation, voting rights and distribution preferences), which may be superior to those of existing Members. Members shall have no preemptive rights to acquire additional or newly created Units.

  • Common Units The capital structure of the Company shall consist of one class of common interests (the "Common Units"). The Company shall have authority to issue one thousand (1,000) Common Units. Each Common Unit shall have one vote and shall otherwise be identical with each other Common Unit in every respect.

  • Units Interests in the Partnership shall be represented by Units. The Units initially are comprised of one Class: Class A Units. The General Partner may establish, from time to time in accordance with such procedures as the General Partner shall determine from time to time, other Classes, one or more series of any such Classes, or other Partnership securities with such designations, preferences, rights, powers and duties (which may be senior to existing Classes and series of Units or other Partnership securities), as shall be determined by the General Partner, including (i) the right to share in Profits and Losses or items thereof; (ii) the right to share in Partnership distributions; (iii) the rights upon dissolution and liquidation of the Partnership; (iv) whether, and the terms and conditions upon which, the Partnership may or shall be required to redeem the Units or other Partnership securities (including sinking fund provisions); (v) whether such Unit or other Partnership security is issued with the privilege of conversion or exchange and, if so, the terms and conditions of such conversion or exchange; (vi) the terms and conditions upon which each Unit or other Partnership security will be issued, evidenced by certificates and assigned or transferred; (vii) the method for determining the Total Percentage Interest as to such Units or other Partnership securities; and (viii) the right, if any, of the holder of each such Unit or other Partnership security to vote on Partnership matters, including matters relating to the relative designations, preferences, rights, powers and duties of such Units or other Partnership securities. Except as expressly provided in this Agreement to the contrary, any reference to “Units” shall include the Class A Units and any other Classes that may be established in accordance with this Agreement. All Units of a particular Class shall have identical rights in all respects as all other Units of such Class, except in each case as otherwise specified in this Agreement.

  • Share Options With respect to the share options (the “Share Options”) granted pursuant to the share-based compensation plans of the Company and its subsidiaries (the “Company Share Plans”), (i) each Share Option intended to qualify as an “incentive stock option” under Section 422 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), so qualifies, (ii) each grant of a Share Option was duly authorized no later than the date on which the grant of such Share Option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required shareholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (iii) each such grant was made in accordance with the terms of the Company Share Plans, the Exchange Act, and all other applicable laws and regulatory rules or requirements, including the rules of the New York Stock Exchange (the “Exchange”), and (iv) each such grant was properly accounted for in accordance with IFRS in the financial statements (including the related notes) of the Company. The Company has not knowingly granted, and there is no and has been no policy or practice of the Company of granting, Share Options prior to, or otherwise coordinating the grant of Share Options with, the release or other public announcement of material information regarding the Company or its subsidiaries or their results of operations or prospects.

  • Ltip Units (a) The General Partner may from time to time issue LTIP Units to Persons who provide services to the Partnership, for such consideration as the General Partner may determine to be appropriate, and admit such Persons as Limited Partners. Subject to the following provisions of this Section and the special provisions of Sections 4.5, 5.1(e), and 8.6, LTIP Units shall be treated as Limited Partnership Units, with all of the rights, privileges and obligations attendant thereto. For purposes of computing the Partners’ Percentage Interests, LTIP Units shall be treated as Common Units. (b) The Partnership shall maintain at all times a one-to-one correspondence between LTIP Units and Limited Partnership Units for conversion, distribution and other purposes, including without limitation complying with the following procedures: If an Adjustment Event (as defined below) occurs, then the General Partner shall make a corresponding adjustment to the LTIP Units to maintain a one-for-one conversion and economic equivalence ratio between Limited Partnership Units and LTIP Units. The following shall be “Adjustment Events:”

  • Certificates Describing Partnership Units At the request of a Limited Partner, the General Partner, at its option, may issue a certificate summarizing the terms of such Limited Partner's interest in the Partnership, including the number of Partnership Units owned and the Percentage Interest represented by such Partnership Units as of the date of such certificate. Any such certificate (i) shall be in form and substance as approved by the General Partner, (ii) shall not be negotiable and (iii) shall bear the following legend: This certificate is not negotiable. The Partnership Units represented by this certificate are governed by and transferable only in accordance with the provisions of the Agreement of Limited Partnership of United Dominion Realty, L.P., as amended from time to time.

  • Partnership Agreement Units issued upon payment of the Phantom Units shall be subject to the terms of the Plan and the Partnership Agreement. Upon the issuance of Units to the Participant, the Participant shall, automatically and without further action on his or her part, (i) be admitted to the Partnership as a Limited Partner (as defined in the Partnership Agreement) with respect to the Units, and (ii) become bound, and be deemed to have agreed to be bound, by the terms of the Partnership Agreement.

  • Persons Having Rights Under Warrant Agreement Nothing in this Agreement shall give to any person other than the Company, the Warrant Agent and the holders of the Warrant Certificates any right, remedy or claim under or by reason of this Agreement.