Substitute Limited Partners. No transferee of all or part of a Limited Partner’s Partnership Interest shall become a substitute Limited Partner in place of the transferor unless and until:
(a) such Transfer is in compliance with the terms of Section 7.1;
(b) the transferee has executed an instrument in form and substance reasonably satisfactory to the General Partner accepting and adopting, and agreeing to be bound by, the terms and provisions of the Certificate and this Agreement; and
(c) the transferee has caused to be paid all reasonable expenses of the Partnership in connection with the admission of the transferee as a substitute Limited Partner. Upon satisfaction of all the foregoing conditions with respect to a particular transferee, the General Partner shall cause the books and records of the Partnership to reflect the admission of the transferee as a substitute Limited Partner to the extent of the Transferred Partnership Interest held by such transferee.
Substitute Limited Partners. No transferee of all or part of a Limited Partner’s Partnership Interest shall become a substitute Limited Partner in place of the transferor unless and until:
(a) such Transfer is in compliance with the terms of Section 7.1;
(b) the transferee has executed an instrument in form and substance reasonably satisfactory to the General Partner accepting and adopting, and agreeing to be bound by, the terms and provisions of the Certificate and this Agreement; and
(c) the transferee (other than a transferee of Adena or any subsequent transferee thereof that does not participate directly or indirectly in mining coal, active coal operations, owning interests in coal reserves or receiving royalties from coal reserves other than providing financing to or investing in businesses conducting any such activities) has executed an instrument in form and substance reasonably satisfactory to the General Partner whereby it agrees to become a party to the Omnibus Agreement and to be bound by the noncompetition provisions of Article II of the Omnibus Agreement.
(d) the transferee has caused to be paid all reasonable expenses of the Partnership in connection with the admission of the transferee as a substitute Limited Partner. Upon satisfaction of all the foregoing conditions with respect to a particular transferee, the General Partner shall cause the books and records of the Partnership to reflect the admission of the transferee as a substitute Limited Partner to the extent of the Transferred Partnership Interest held by such transferee.
Substitute Limited Partners. A. No Limited Partner shall have the right to substitute an assignee as a Limited Partner in his place. The General Partner shall, however, have the right in its exclusive discretion to consent to the admission of an assignee of the interest of a Limited Partner as a Substitute Limited Partner.
B. Any Substitute Limited Partner shall, as a condition of receiving any interest in the Partnership, agree to be bound by the provisions of this Agreement and to make any representations contained in this Agreement to the same extent as the Limited Partners.
Substitute Limited Partners. Any Unitholder may elect to become a Substitute Limited Partner upon (i) signing a counterpart of this Agreement and any other instrument or instruments deemed necessary by General Partners, including a Power of Attorney in favor of the General Partners as described in Section 12.
Substitute Limited Partners. Notwithstanding any other provision of this Agreement, any Transferee of a Transferor's interest in the Partnership pursuant to the terms of this Section 11 may be admitted to the Partnership as a substitute limited partner of the Partnership (a "SUBSTITUTE LIMITED PARTNER") only with the consent of the General Partner, which consent may be withheld in the sole and absolute discretion of the General Partner. Upon the admission of such Transferee as a Substitute Limited Partner, all references herein to such Transferor shall be deemed to apply to such Substitute Limited Partner, and such Substitute Limited Partner shall succeed to all rights and obligations of the Transferor hereunder. A Person shall be deemed admitted to the Partnership as a Substitute Limited Partner at the time that the foregoing conditions are satisfied and such Person is listed as a limited partner of the Partnership in the Partnership Register. Any Transferee of an economic interest in the Partnership shall become a Substitute Limited Partner only upon satisfaction of the requirements set forth in this Section 11.1.
Substitute Limited Partners. A-30 Section 7.6 Retirement or Withdrawal of a Limited Partner .. A-30 Article VIII - Dissolution, Liquidation and Termination of the Partnership A-31 Section 8.1 Events Causing Dissolution ...............................A-31 Section 8.2 Liquidation .................................................... A-31 Section 8.3 Capital Contribution Upon Dissolution .............. A-32 Article IX - Certain Payments to the General Partners and Affiliates ... A-32 Section 9.1 Reimbursement of Certain Costs and Expenses of the General Partners and Affiliates ................................................................... .. A-32 Section 9.2 Fees ............................................................... A-33 Article X - Books and Records; Bank Accounts; Reports ................. X-00 Xxxxxxx 00.0 Books and Records ........................................ A-34 Section 10.2 Bank Accounts .............................................. A-34 Section 10.3 Reports ......................................................... X-00 Xxxxxxx 00.0 Xxxxxxx Tax Elections ................................... . A-35 Article XI - Meetings of Investors ....................................... A-36 Section 11.1 Calling Meetings .............................................. X-00 Xxxxxxx 00.0 Xxxxxx; Procedure .......................................... X-00 Xxxxxxx 00.0 Right to Vote ................................................ A-36 Section 11.4 Proxies; Rules ............................................... A-36 Article XII - General Provisions .......................................... X-00 Xxxxxxx 00.0 Xxxxxxxxxxx of Administrative General Partner as Attorney-in-Fact A-37 Section 12.2 Waiver of Partition ........................................ A-37 Section 12.3 Notification ...................................................... A-37 Section 12.4 Word Meanings ................................................ A-37 Section 12.5 Binding Provisions ............................................ X-00 Xxxxxx 00.0 Applicable Law ................................................ X-00 Xxxxxxx 00.0 Xxxxxxxxxxxx ................................................. A-38 Section 12.8 Separability of Provisions ................................ X-00 Xxxxxx 00.0 Xxxxxxxxx Titles ............................................... A-38 Section 12.10 Entire Agreement .......................................... A-38 Section 12.11 Amendments ................................................ A-38 Signatures ........
Substitute Limited Partners. No transferee of interests of a Limited Partner shall become a Partner except in accordance with this Section 5.2. The General Partner may, with a Majority Vote of the Limited Partners, admit as a substitute Limited Partner any Person that acquires a Partnership Interest by Transfer from another Limited Partner in accordance with the provisions of Section 5.1. The admission of an assignee as a substitute Limited Partner shall in all events be conditioned upon the execution of an instrument satisfactory to the General Partner whereby such assignee becomes a party to this Agreement as a Limited Partner. Upon the admission of a substitute Limited Partner, the General Partner shall make the appropriate revisions to Schedule A hereto. Notwithstanding the foregoing, upon a Transfer of Partnership Interests to AMG in compliance with the provisions of Section 5.1(b) above, AMG shall be admitted to the Partnership as a Limited Partner with respect to the Partnership Interests so transferred, without the necessity for a Majority Vote.
Substitute Limited Partners. (a) No recipient of a Transfer of limited partner interests in the Partnership shall become a Limited Partner except in accordance with this Section 6.2. The General Partner may, with a Majority Vote, admit as a Substitute Limited Partner any Person that acquires a Partnership Interest by Transfer from another Limited Partner in accordance with the provisions of Section 6.1.
(b) As additional conditions to the validity of any Transfer of a Limited Partner's interest in the Partnership (or, in the case of a Limited Partner which is not an individual, the interests of the direct and indirect beneficial owners of such Limited Partner), regardless of whether the recipient of a Transfer becomes a Limited Partner, such Transfer shall not: (i) violate the registration provisions of the Securities Act or the securities laws of any applicable jurisdiction, (ii) cause the Partnership to become subject to regulation as an "investment company" under the Investment Company Act, and the rules and regulations of the Securities and Exchange Commission thereunder or to fail to satisfy an exemption from registration thereunder, including by causing there to be more than one hundred (100) beneficial owners of interest in the Partnership as determined in accordance with Section 3(c)(1) of the Investment Company Act, (iii) result in the termination of any contract(s) to which the Partnership is a party and which individually or in the aggregate are material (it being understood and agreed that any contract pursuant to which the Partnership provides investment management or advisory services is material), or (iv) result in the treatment of the Partnership as an association taxable as a corporation or as a "publicly traded limited partnership" for Federal income tax purposes. The General Partner may require reasonable evidence as to the foregoing, including, without limitation, a favorable opinion of counsel.
(c) Upon the admission of a substitute Limited Partner, the General Partner shall make the appropriate revisions to Exhibit A hereto.
Substitute Limited Partners. Any Investor may elect to become a Substitute Limited Partner upon (i) signing a counterpart of this Agreement and any other instrument or instruments deemed necessary by the General Partner, including a Power of Attorney in favor of the General Partner as described in Section 12.1.A hereof, and (ii) paying a fee equal to the actual costs and expenses incurred by the General Partner for legal and administrative costs and recording fees. Investors who elect to become Substitute Limited Partners will receive one Limited Partnership Interest for each Unit they convert and will not be able to re-exchange their Limited Partnership Interests for Units. The Capital Account attributable to the converted Units shall be credited to the Capital Account of the Substitute Limited Partner. Similarly, the Preferred Return will continue to be calculated as of the first day of the calendar quarter following such Investor's admission to the Partnership. The Partnership's Certificate will be amended no less often than quarterly, if required by applicable law, to reflect the substitution of Limited Partners.
Substitute Limited Partners. Any Investor may elect to become a Substitute Limited Partner upon (i) signing a counterpart of this Agreement and any other instrument or instruments deemed necessary by the General Partner, including a Power of Attorney in favor of the General Partner as described in Section 12.1.A hereof, and (ii) paying a fee equal to the actual costs and expenses incurred by the General Partner for legal and administrative costs and recording fees. Investors who elect to become Substitute Limited Partners will receive one Limited Partnership Interest for each Unit they convert and will not be able to re-exchange their Limited Partnership Interests for Units. The Capital Account of the former Investor attributable to transferred Units shall be credited to the Capital Account of the Substitute Limited Partner. The Partnership's Certificate will be amended no less often than quarterly, if required by applicable law, to reflect the substitution of Limited Partners.
