Common use of Rights of Dissenting Limited Partners Clause in Contracts

Rights of Dissenting Limited Partners. (a) In the absence of fraud in the transaction, the remedy provided by this Section 12.03 to a Limited Partner voting against any merger, exchange or conversion or objecting to a merger, exchange or conversion approved by the written consent of Limited Partners (a "DISSENTING LIMITED PARTNER") is the exclusive remedy for the recovery of the value of his Limited Partnership interests or money damages with respect to the transaction. If the existing, surviving, or new corporation or limited partnership (foreign or domestic) or other entity, as the case may be, complies with the requirements of this Section 12.03, any Dissenting Limited Partner who fails to comply with the requirements of this Section 12.03 shall not be entitled to bring suit for the recovery of the value of his Limited Partnership interests or money damages with respect to the transaction. A "Dissenting Limited Partner" in respect of any merger, exchange or conversion shall expressly exclude any Limited Partner who votes in favor of the related plan of merger, plan of exchange or plan of conversion or who abstains or fails to timely vote therefor. In the event of a plan of merger, plan of exchange or plan of conversion approved by written consent, a "Dissenting Limited Partner" in respect of any related merger, exchange or conversion shall expressly exclude Limited Partners who provide such written consent and Limited Partners who fail to object to the merger, exchange or conversion and demands payment for such Limited Partner's Limited Partnership Interest in writing to the General Partner within twenty (20) days after notice to the Limited Partners of the receipt by the Partnership of written consents sufficient to approve such merger, exchange or conversion. All such Limited Partners who are not included within the definition of Dissenting Limited Partner in respect of any merger, exchange or conversion shall participate in the merger, exchange or conversion according to the approved plan of merger, plan of exchange or plan of conversion.

Appears in 7 contracts

Samples: Agreement (Behringer Harvard Reit I Inc), Behringer Harvard Reit I Inc, Cole Credit Property Trust II Inc

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Rights of Dissenting Limited Partners. (a) In the absence of fraud in the transaction, the remedy provided by this Section 12.03 to a Limited Partner voting against any merger, exchange or conversion or objecting to a merger, exchange or conversion approved by the written consent of Limited Partners (a "DISSENTING LIMITED PARTNER"“Dissenting Limited Partner”) is the exclusive remedy for the recovery of the value of his Limited Partnership interests or money damages with respect to the transaction. If the existing, surviving, or new corporation or limited partnership (foreign or domestic) or other entity, as the case may be, complies with the requirements of this Section 12.03, any Dissenting Limited Partner who fails to comply with the requirements of this Section 12.03 shall not be entitled to bring suit for the recovery of the value of his Limited Partnership interests or money damages with respect to the transaction. A "Dissenting Limited Partner" in respect of any merger, exchange or conversion shall expressly exclude any Limited Partner who votes in favor of the related plan of merger, plan of exchange or plan of conversion or who abstains or fails to timely vote therefor. In the event of a plan of merger, plan of exchange or plan of conversion approved by written consent, a "Dissenting Limited Partner" in respect of any related merger, exchange or conversion shall expressly exclude Limited Partners who provide such written consent and Limited Partners who fail to object to the merger, exchange or conversion and demands payment for such Limited Partner's ’s Limited Partnership Interest in writing to the General Partner within twenty (20) days after notice to the Limited Partners of the receipt by the Partnership of written consents sufficient to approve such merger, exchange or conversion. All such Limited Partners who are not included within the definition of Dissenting Limited Partner in respect of any merger, exchange or conversion shall participate in the merger, exchange or conversion according to the approved plan of merger, plan of exchange or plan of conversion.

Appears in 6 contracts

Samples: Third Amended and Restated Agreement (Behringer Harvard Reit I Inc), Agreement (Behringer Harvard Reit I Inc), Agreement of Limited Partnership (Cole Credit Property Trust Inc)

Rights of Dissenting Limited Partners. (a) In the absence of fraud in the transaction, the remedy provided by this Section 12.03 12.3 to a Limited Partner voting against any merger, exchange or conversion or objecting to a merger, exchange or conversion approved by the written consent of Limited Partners (a "DISSENTING LIMITED PARTNER"“Dissenting Limited Partner”) is the exclusive remedy for the recovery of the value of his Limited Partnership interests Interests or money damages with respect to the transaction. If the existing, surviving, or new corporation or limited partnership (foreign or domestic) or other entity, as the case may be, complies with the requirements of this Section 12.0312.3, any Dissenting Limited Partner who fails to comply with the requirements of this Section 12.03 12.3 shall not be entitled to bring suit for the recovery of the value of his Limited Partnership interests Interests or money damages with respect to the transaction. A "Dissenting Limited Partner" in respect of any merger, exchange or conversion shall expressly exclude any Limited Partner who votes in favor of the related plan of merger, plan of exchange or plan of conversion or who abstains or fails to timely vote therefor. In the event of a plan of merger, plan of exchange or plan of conversion approved by written consent, a "Dissenting Limited Partner" in respect of any related merger, exchange or conversion shall expressly exclude Limited Partners who provide such written consent and Limited Partners who fail to object to the merger, exchange or conversion and demands payment for such Limited Partner's ’s Limited Partnership Interest in writing to the General Partner within twenty (20) days after notice to the Limited Partners of the receipt by the Partnership of written consents sufficient to approve such merger, exchange or conversion. All such Limited Partners who are not included within the definition of Dissenting Limited Partner in respect of any merger, exchange or conversion shall participate in the merger, exchange or conversion according to the approved plan of merger, plan of exchange or plan of conversion.

Appears in 5 contracts

Samples: Agreement (Cole Credit Property Trust V, Inc.), Agreement (Cole Office & Industrial REIT (CCIT II), Inc.), United Development Funding Income Fund V

Rights of Dissenting Limited Partners. (a) In the absence of fraud in the transaction, the remedy provided by this Section 12.03 12.3 to a Limited Partner voting against any merger, exchange or conversion or objecting to a merger, exchange or conversion approved by the written consent of Limited Partners (a "DISSENTING LIMITED PARTNER"“Dissenting Limited Partner”) is the exclusive remedy for the recovery of the value of his Limited Partnership interests or money damages with respect to the transaction. If the existing, surviving, or new corporation or limited partnership (foreign or 40 domestic) or other entity, as the case may be, complies with the requirements of this Section 12.0312.3, any Dissenting Limited Partner who fails to comply with the requirements of this Section 12.03 12.3 shall not be entitled to bring suit for the recovery of the value of his Limited Partnership interests or money damages with respect to the transaction. A "Dissenting Limited Partner" in respect of any merger, exchange or conversion shall expressly exclude any Limited Partner who votes in favor of the related plan of merger, plan of exchange or plan of conversion or who abstains or fails to timely vote therefor. In the event of a plan of merger, plan of exchange or plan of conversion approved by written consent, a "Dissenting Limited Partner" in respect of any related merger, exchange or conversion shall expressly exclude Limited Partners who provide such written consent and Limited Partners who fail to object to the merger, exchange or conversion and demands payment for such Limited Partner's ’s Limited Partnership Interest in writing to the General Partner within twenty (20) days after notice to the Limited Partners of the receipt by the Partnership of written consents sufficient to approve such merger, exchange or conversion. All such Limited Partners who are not included within the definition of Dissenting Limited Partner in respect of any merger, exchange or conversion shall participate in the merger, exchange or conversion according to the approved plan of merger, plan of exchange or plan of conversion.

Appears in 4 contracts

Samples: United Development Funding IV, Cole Retail Income Trust, Inc., Cole Credit Property Trust III, Inc.

Rights of Dissenting Limited Partners. (a) In the absence of fraud in the transaction, the remedy provided by this Section 12.03 12.3 to a Limited Partner voting against any merger, exchange or conversion or objecting to a merger, exchange or conversion approved by the written consent of Limited Partners (a "DISSENTING LIMITED PARTNER"“Dissenting Limited Partner”) is the exclusive remedy for the recovery of the value of his Limited Partnership interests Interests or money damages with respect to the transaction. If the existing, surviving, or new corporation or limited partnership (foreign or 40 domestic) or other entity, as the case may be, complies with the requirements of this Section 12.0312.3, any Dissenting Limited Partner who fails to comply with the requirements of this Section 12.03 12.3 shall not be entitled to bring suit for the recovery of the value of his Limited Partnership interests Interests or money damages with respect to the transaction. A "Dissenting Limited Partner" in respect of any merger, exchange or conversion shall expressly exclude any Limited Partner who votes in favor of the related plan of merger, plan of exchange or plan of conversion or who abstains or fails to timely vote therefor. In the event of a plan of merger, plan of exchange or plan of conversion approved by written consent, a "Dissenting Limited Partner" in respect of any related merger, exchange or conversion shall expressly exclude Limited Partners who provide such written consent and Limited Partners who fail to object to the merger, exchange or conversion and demands payment for such Limited Partner's ’s Limited Partnership Interest in writing to the General Partner within twenty (20) days after notice to the Limited Partners of the receipt by the Partnership of written consents sufficient to approve such merger, exchange or conversion. All such Limited Partners who are not included within the definition of Dissenting Limited Partner in respect of any merger, exchange or conversion shall participate in the merger, exchange or conversion according to the approved plan of merger, plan of exchange or plan of conversion.

Appears in 2 contracts

Samples: Cole Credit Property Trust Iv, Inc., Cole Corporate Income Trust, Inc.

Rights of Dissenting Limited Partners. (a) In the absence of fraud in the transaction, the remedy provided by this Section 12.03 12.3 to a Limited Partner voting against any merger, exchange or conversion or objecting to a merger, exchange or conversion approved by the written consent of Limited Partners (a "DISSENTING LIMITED PARTNER") is the exclusive remedy for the recovery of the value of his Limited Partnership interests or money damages with respect to the transaction. If the existing, surviving, or new corporation or limited partnership (foreign or domestic) or other entity, as the case may be, complies with the requirements of this Section 12.0312.3, any Dissenting Limited Partner who fails to comply with the requirements of this Section 12.03 12.3 shall not be entitled to bring suit for the recovery of the value of his Limited Partnership interests or money damages with respect to the transaction. A "Dissenting Limited Partner" in respect of any merger, exchange or conversion shall expressly exclude any Limited Partner who votes in favor of the related plan of merger, plan of exchange or plan of conversion or who abstains or fails to timely vote therefor. In the event of a plan of merger, plan of exchange or plan of conversion approved by written consent, a "Dissenting Limited Partner" in respect of any related merger, exchange or conversion shall expressly exclude Limited Partners who provide such written consent and Limited Partners who fail to object to the merger, exchange or conversion and demands payment for such Limited Partner's ’s Limited Partnership Interest in writing to the General Partner within twenty (20) days after notice to the Limited Partners of the receipt by the Partnership of written consents sufficient to approve such merger, exchange or conversion. All such Limited Partners who are not included within the definition of Dissenting Limited Partner in respect of any merger, exchange or conversion shall participate in the merger, exchange or conversion according to the approved plan of merger, plan of exchange or plan of conversion.

Appears in 2 contracts

Samples: Agreement (GLADSTONE LAND Corp), Gladstone Commercial Corp

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Rights of Dissenting Limited Partners. (a) In the absence of fraud in the transaction, the remedy provided by this Section 12.03 12.3 to a Limited Partner voting against any merger, exchange or conversion or objecting to a merger, exchange or conversion approved by the written consent of Limited Partners (a "DISSENTING LIMITED PARTNER") is the exclusive remedy for the recovery of the value of his Limited Partnership interests or money damages with respect to the transaction. If the existing, surviving, or new corporation or limited partnership (foreign or domestic) or other entity, as the case may be, complies with the requirements of this Section 12.0312.3, any Dissenting Limited Partner who fails to comply with the requirements of this Section 12.03 12.3 shall not be entitled to bring suit for the recovery of the value of his Limited Partnership interests or money damages with respect to the transaction. A "Dissenting Limited Partner" in respect of any merger, exchange or conversion shall expressly exclude any Limited Partner who votes in favor of the related plan of merger, plan of exchange or plan of conversion or who abstains or fails to timely vote therefor. In the event of a plan of merger, plan of exchange or plan of conversion approved by written consent, a "Dissenting Limited Partner" in respect of any related merger, exchange or conversion shall expressly exclude Limited Partners who provide such written consent and Limited Partners who fail to object to the merger, exchange or conversion and demands payment for such Limited Partner's Limited Partnership Interest in writing to the General Partner within twenty (20) days after notice to the Limited Partners of the receipt by the Partnership of written consents sufficient to approve such merger, exchange or conversion. All such Limited Partners who are not included within the definition of Dissenting Limited Partner in respect of any merger, exchange or conversion shall participate in the merger, exchange or conversion according to the approved plan of merger, plan of exchange or plan of conversion.

Appears in 1 contract

Samples: Agreement (Gladstone Commercial Corp)

Rights of Dissenting Limited Partners. (a) In the absence of fraud in the transaction, the remedy provided by this Section 12.03 12.3 to a Limited Partner voting against any merger, exchange or conversion or objecting to a merger, exchange or conversion approved by the written consent of Limited Partners (a "DISSENTING LIMITED PARTNER"“ Dissenting Limited Partner ”) is the exclusive remedy for the recovery of the value of his Limited Partnership interests Interests or money damages with respect to the transaction. If the existing, surviving, or new corporation or limited partnership (foreign or domestic) or other entity, as the case may be, complies with the requirements of this Section 12.0312.3, any Dissenting Limited Partner who fails to comply with the requirements of this Section 12.03 12.3 shall not be entitled to bring suit for the recovery of the value of his Limited Partnership interests Interests or money damages with respect to the transaction. A "Dissenting Limited Partner" in respect of any merger, exchange or conversion shall expressly exclude any Limited Partner who votes in favor of the related plan of merger, plan of exchange or plan of conversion or who abstains or fails to timely vote therefor. In the event of a plan of merger, plan of exchange or plan of conversion approved by written consent, a "Dissenting Limited Partner" in respect of any related merger, exchange or conversion shall expressly exclude Limited Partners who provide such written consent and Limited Partners who fail to object to the merger, exchange or conversion and demands payment for such Limited Partner's ’s Limited Partnership Interest in writing to the General Partner within twenty (20) days after notice to the Limited Partners of the receipt by the Partnership of written consents sufficient to approve such merger, exchange or conversion. All such Limited Partners who are not included within the definition of Dissenting Limited Partner in respect of any merger, exchange or conversion shall participate in the merger, exchange or conversion according to the approved plan of merger, plan of exchange or plan of conversion.

Appears in 1 contract

Samples: Agreement (Cole Credit Property Trust Iv, Inc.)

Rights of Dissenting Limited Partners. (a) In the absence of fraud in the transaction, the remedy provided by this Section 12.03 12.3 to a Limited Partner voting against any merger, exchange or conversion or objecting to a merger, exchange or conversion approved by the written consent of Limited Partners (a "DISSENTING LIMITED PARTNER"“Dissenting Limited Partner”) is the exclusive remedy for the recovery of the value of his Limited Partnership interests or money damages with respect to the transaction. If the existing, surviving, or new corporation or limited partnership (foreign or domestic) or other entity, as the case may be, complies with the requirements of this Section 12.0312.3, any Dissenting Limited Partner who fails to comply with the requirements of this Section 12.03 12.3 shall not be entitled to bring suit for the recovery of the value of his Limited Partnership interests or money damages with respect to the transaction. A "Dissenting Limited Partner" in respect of any merger, exchange or conversion shall expressly exclude any Limited Partner who votes in favor of the related plan of merger, plan of exchange or plan of conversion or who abstains or fails to timely vote therefor. In the event of a plan of merger, plan of exchange or plan of conversion approved by written consent, a "Dissenting Limited Partner" in respect of any related merger, exchange or conversion shall expressly exclude Limited Partners who provide such written consent and Limited Partners who fail to object to the merger, exchange or conversion and demands payment for such Limited Partner's ’s Limited Partnership Interest in writing to the General Partner within twenty (20) days after notice to the Limited Partners of the receipt by the Partnership of written consents sufficient to approve such merger, exchange or conversion. All such Limited Partners who are not included within the definition of Dissenting Limited Partner in respect of any merger, exchange or conversion shall participate in the merger, exchange or conversion according to the approved plan of merger, plan of exchange or plan of conversion.

Appears in 1 contract

Samples: Agreement (United Development Funding IV)

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