Prohibition Against Other Transfer. Except as provided in Section 9.3 and Section 9.4 above, no Partner, or his heirs, personal representatives, successors, or assigns, shall have the right, at any time, to sell or transfer, for consideration or gratuitously, all or any portion of his interest in this Partnership unless the following procedure is followed: A. Subject to the nine (9) month prohibition against transfer outlined in Section 9.2, such Partner shall deliver a notice in writing to the remaining Partners, stating the price, terms, and conditions of such proposed sale or transfer, and the identity of the proposed transferee. For a period of thirty (30) days after receipt of such notice, the remaining Partners shall have the first right to purchase all, but not less than all, of such interest so offered on the terms and conditions set forth in said notice or if there is no proposed transferee then for the price and on such terms and conditions as may be negotiated by the selling and buying parties. B. If there is more than one remaining Partner electing to purchase, each such Partner shall be entitled to purchase a proportionate share of the selling Partner's interest. If one or more Partners decline to purchase their proportionate share of such Partner's interest so offered, the proportionate share of each Partner who elects to purchase shall be increased pro rata. C. Should the remaining Partners fail to purchase all of such Partner's interest specified in the notice provided for in this Section, then after the expiration of thirty (30) days after receipt by them of such notice, or as soon as the Partners decide not to exercise their first right of refusal, the transferor Partner may transfer his interest to anyone without regard to any restrictions on transfer contained herein on the same terms and conditions and for the same price as set forth in the notice or if there is no proposed transferee, on the terms and conditions and for the price approved by the remaining Partners and upon no more favorable terms and conditions and for no less a price; provided, however, that if said interest is not transferred within one hundred (100) days after notification, then the transfer of such interest shall again become subject to the provisions of this Section. D. In the case of any Partner which is a corporation or Partnership, the transfer of fifty percent (50%) or more of the ownership of such corporation or partnership shall, for purposes of this Agreement, be deemed a transfer of the partnership interest owned by such Partner.
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Samples: Limited Partnership Agreement, Limited Partnership Agreement, Limited Partnership Agreement
Prohibition Against Other Transfer. Except as provided in Section 9.3 and Section 9.4 above, no Partner, or his heirs, personal representatives, successors, or assigns, shall have the right, at any time, to sell or transfer, for consideration or gratuitously, all or any portion of his interest in this Partnership unless the following procedure is followed:
A. Subject to the nine twelve (912) month prohibition against transfer outlined in Section 9.2, such Partner shall deliver a notice in writing to the remaining Partners, stating the price, terms, and conditions of such proposed sale or transfer, and the identity of the proposed transferee. For a period of thirty (30) days after receipt of such notice, the remaining Partners shall have the first right to purchase all, but not less than all, of such interest so offered on the terms and conditions set forth in said notice or if there is no proposed transferee then for the price and on such terms and conditions as may be negotiated by the selling and buying parties.
B. If there is more than one remaining Partner electing to purchase, each such Partner shall be entitled to purchase a proportionate share of the selling Partner's interest. If one or more Partners decline to purchase their proportionate share of such Partner's interest so offered, the proportionate share of each Partner who elects to purchase shall be increased pro rata.
C. Should the remaining Partners fail to purchase all of such Partner's interest specified in the notice provided for in this Section, then after the expiration of thirty (30) days after receipt by them of such notice, or as soon as the Partners decide not to exercise their first right of refusal, the transferor Partner may transfer his interest to anyone without regard to any restrictions on transfer contained herein on the same terms and conditions and for the same price as set forth in the notice or if there is no proposed transferee, on the terms and conditions and for the price approved by the remaining Partners and upon no more favorable terms and conditions and for no less a price; provided, however, that if said interest is not transferred within one hundred (100) days after notification, then the transfer of such interest shall again become subject to the provisions of this Section.
D. In the case of any Partner which is a corporation or Partnership, the transfer of fifty percent (50%) or more of the ownership of such corporation or partnership shall, for purposes of this Agreement, be deemed a transfer of the partnership interest owned by such Partner.
Appears in 1 contract
Samples: Limited Partnership Agreement
Prohibition Against Other Transfer. Except as provided in Section 9.3 and Section 9.4 above, no Partner, or his heirs, personal representatives, successors, or assigns, shall have the right, at any time, to sell or transfer, for consideration or gratuitously, all or any portion of his interest in this Partnership unless the following procedure is followed:
A. Subject to the nine (9) month prohibition against transfer outlined in Section inSection 9.2, such Partner shall deliver a notice in writing to the remaining Partners, stating the price, terms, and conditions of such proposed sale or transfer, and the identity of the proposed transferee. For a period of thirty (30) days after receipt of such notice, the remaining Partners shall have the first right to purchase all, but not less than all, of such interest so offered on the terms and conditions set forth in said notice or if there is no proposed transferee then for the price theprice and on such terms and conditions as may be negotiated by the selling and buying parties.
B. If there is more than one remaining Partner electing to purchase, each such Partner shall be entitled to purchase a proportionate share of the selling Partner's interest. If one or more Partners decline to purchase their proportionate share of such Partner's interest so offered, the proportionate share of each Partner who elects to purchase shall be increased pro rataprorata.
C. Should the remaining Partners fail to purchase all of such Partner's interest specified in the notice provided for in this Section, then after the expiration of thirty (30) days after receipt by them of such notice, or as soon as the Partners decide not to exercise their first right of refusal, the transferor Partner may transfer his interest to anyone without regard to any restrictions on transfer contained herein on the same terms and conditions and for the same price as set forth in the notice or if there is no proposed transferee, on the terms and conditions and for the price approved by the remaining Partners and upon no more favorable terms and conditions and for no less a price; provided, however, that if said interest is not transferred within one hundred (100) days after notification, then the transfer of such interest shall again become subject to the provisions of this Section.
D. In the case of any Partner which is a corporation or Partnership, the transfer of fifty percent (50%) or more of the ownership of such corporation or partnership shall, for purposes of this Agreement, be deemed a transfer of the partnership interest owned by such Partner.
Appears in 1 contract
Samples: Limited Partnership Agreement