Required Repurchase of Units Sample Clauses

Required Repurchase of Units. Within 120 days after the Retirement of a Limited Partner, such Limited Partner may require the Partnership to repurchase his or her Units. A Limited Partner may exercise his right to require the Partnership to repurchase his or her Units by giving notice to the Partnership. A form of Notice of Redemption (herein so called) is attached hereto as Exhibit C. Such Notice of Redemption may be given at any time after March 16 of any calendar year, subject to the 120-day time period referenced above. The purchase price of such Units shall be the Valuation Price as of the date of receipt by the Partnership of the Notice of Redemption. The purchase price shall be paid in cash by the Partnership ninety (90) days following receipt by the Partnership of the Notice of Redemption. If the Partnership cannot repurchase the Units noticed for repurchase hereunder because the Partnership lacks sufficient cash or the Partnership is limited for legal reasons, or because the exercise of such repurchase would cause the Partnership to be treated as a publicly traded partnership for tax purposes, or is limited by the provisions of a loan or credit agreement or indenture to which the Partnership or an affiliate is subject, the Partnership shall repurchase as many Units as possible, such repurchases to be allocated pro rata among the Limited Partners who have so tendered Units. If the Partnership is unable to repurchase any such Units, the obligation of the Partnership to make such repurchase in that particular year shall terminate, and the Limited Partner who holds such Units may exercise his or her right in the following year, subject to the same limitations. If a natural disaster or other event occurs that has a material adverse effect on the operations of the Partnership or any Subsidiary (as determined by the General Partner in its sole discretion), the Partnership's obligation to repurchase Units shall be suspended until the General Partner determines that repairs have been completed or the operations stabilized, as applicable.
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Required Repurchase of Units. 26 13.7 Federal Income Tax Treatment................................... 27 13.8
Sample 1Sample 2
Required Repurchase of Units. (a) On October 1, 2008, the General Partner shall effect a five (5) for one (1) split of the Units. Commencing October 1, 2008, each Limited Partner who, alone or aggregated with the holding period of any prior holders of his Limited Partner Units, has held its or his Limited Partner Units for five (5) years, shall accrue the right to put (i.e., require the Partnership to purchase) a certain portion of his Limited Partner Units to the Partnership at the Valuation Price. The put right shall be personal to the holder and shall be non-assignable. The put right shall be exercisable on a cumulative basis according to the following table: Accrual Date Cumulative Put Right ------------ -------------------- September 30, 2009 20% September 30, 2010 40% September 30, 2011 60% September 20, 2012 80% September 30, 2013 100% In order to exercise the put right, the Limited Partner must give written notice to the General Partner of its or his intent to exercise the put right and the number of Limited Partner Units to be sold. The notice must be given within sixty (60) days after the initial accrual date or any anniversary thereof. The closing of such purchase by the Partnership shall occur within 150 days after the applicable accrual date or anniversary thereof. In no event shall the Partnership be required to purchase in any one partnership fiscal year more than 25% of the Units sold in the offering made pursuant to the Memorandum. In the event holders of such Units desire to exercise the put right created in this Section 13.7(a) in an aggregate amount in excess of the foregoing 25% limit on the Partnership's purchase obligation, the amount that the Partnership shall be required to purchase from each such holder will be reduced, in proportion to the relative number of Units tendered for purchase by all exercising holders, such that the foregoing 25% limit shall be met.
Sample 1
Required Repurchase of Units. (a) On October 1, 2008, the General Partner shall effect a five (5) for one (1) split of the Units. Commencing October 1, 2008, each Limited Partner who, alone or aggregated with the holding period of any prior holders of his Limited Partner Units, has held its or his Limited Partner Units for five (5) years, shall accrue the right to put (i.e., require the Partnership to purchase) a certain portion of his Limited Partner Units to the Partnership at the Valuation Price. The put right shall be personal to the holder and shall be non-assignable. The put right shall be exercisable on a cumulative basis according to the following table: Accrual Date Cumulative Put Right ------------ -------------------- September 30, 2009 20% September 30, 2010 40% September 30, 2011 60% September 20, 2012 80% September 30, 2013 100% In order to exercise the put right, the Limited Partner must give written notice to the General Partner of its or his intent to exercise the put right and the number of Limited Partner Units to be sold. The notice must be given within sixty (60) days after the initial accrual date or any anniversary thereof. The closing of such purchase by the Partnership shall occur within 150 days after the applicable accrual date or anniversary thereof. In no event shall the Partnership be required to purchase in any one partnership fiscal year more than 25% of the Units sold in the offering made pursuant to the Memorandum. In the event holders of such Units desire to exercise the put right created in this Section 13.7(a) in an aggregate amount in excess of the foregoing 25% limit on the Partnership's purchase obligation, the amount that the Partnership shall be required to purchase from each such holder will be reduced, in proportion to the relative number of Units tendered for purchase by all exercising holders, such that the foregoing 25% limit shall be met.
Sample 1

Related to Required Repurchase of Units

  • Repurchase of Units (a) Except as otherwise provided in this Agreement, no Partner or other Person holding Units will have the right to withdraw or tender for repurchase any of its Units. The Directors may, from time to time, in their complete and exclusive discretion and on terms and conditions as they may determine, cause the Partnership to repurchase Units in accordance with written tenders. The Partnership will not offer, however, to repurchase Units on more than four occasions during any one Fiscal Year, unless the Partnership has been advised by its legal counsel that more frequent offers would not cause any adverse tax consequences to the Partnership or the Partners. In determining whether to cause the Partnership to repurchase Units, pursuant to written tenders, the Directors will consider the following factors, among others:

  • Closing of Repurchase The closing of the purchase of such Employee Units pursuant to Sections 6(c) above shall take place on the date designated by the Company in the Repurchase Notice. The Company (or its nominee) shall pay for such Employee Units to be purchased by delivery, at the sole option of the Company, of either (i) a check or wire transfer of immediately available funds or (ii) an unsecured promissory note in form and substance reasonably acceptable to the Board and Employee; provided that such promissory note shall (A) accrue interest at the then Applicable Federal Rate as published by the Internal Revenue Service, (B) have a stated maturity of five years, (C) provide that the principal and all accrued interest thereon shall be due and payable in arrears at maturity, (D) allow for voluntary prepayments of principal and interest without penalty or premium and (E) be subordinated to any indebtedness for borrowed money of the Company and its Subsidiaries. In connection with the purchase of Employee Units hereunder, the Company shall be entitled to receive customary representations and warranties from the sellers regarding such sale of units (including representations and warranties regarding good title to such units, free and clear of any liens or encumbrances).

  • Purchase of Units On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, an aggregate of 20,000,000 units of the Company (the “Firm Units”) at a purchase price (net of discounts and commissions) of $9.80

  • CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE SHARES OF COMMON STOCK The obligation of the Investor to buy Purchase Shares under this Agreement is subject to the satisfaction of each of the following conditions on or prior to the Commencement Date and, once such conditions have been initially satisfied, there shall not be any ongoing obligation to satisfy such conditions after the Commencement has occurred:

  • Delivery of Fundamental Change Repurchase Notice and Notes to Be Repurchased To exercise its Fundamental Change Repurchase Right for a Note following a Fundamental Change, the Holder thereof must deliver to the Paying Agent:

  • Release of Shares From Repurchase Option (a) 25% of the Shares shall be released from the Company’s repurchase option one year after the date of this Agreement, 25% of the Shares shall be released from the Company’s repurchase option two years after the date of this Agreement, 25% of the Shares shall be released from the Company’s repurchase option three years after the date of this Agreement, and the remaining 25% of the Shares shall be released from the repurchase option four years after such date, subject to Director continuing to be a Service Provider on such dates.

  • Sale and Repurchase of Shares (a) Distributor will have the right, as agent for the Trust, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined in subparagraph 2(d) hereof) stated in the Trust's effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the Trust.

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