Transfer and Redemption of Partnership Interests Sample Clauses

Transfer and Redemption of Partnership Interests. CERTAIN CONSENT RIGHTS 44 Section 9.1. General Partner Transfer 44 Section 9.2. Transfers by Limited Partners 45 Section 9.3. Certain Additional Restrictions on Transfer 47 Section 9.4. Effective Dates of Transfers 48 Section 9.5. Transfer 48 Section 9.6. Redemption of Partnership Interest 49 Section 9.7. Certain Consent Rights 49 ARTICLE X. RIGHTS AND OBLIGATIONS OF THE LIMITED PARTNERS 49 Section 10.1. No Participation in Management 49 Section 10.2. Bankruptcy of a Limited Partner 49 Section 10.3. No Withdrawal 50 Section 10.4. Conflicts 50 Section 10.5. Provision of Information 50 Section 10.6. Limited Partner Representative 52 Section 10.7. Power of Attorney 52 (ii) ARTICLE XI. INDEMNIFICATION; EXCULPATION 53 Section 11.1. Indemnification 53 Section 11.2. Indemnification Procedures 54 Section 11.3. Exculpation 55 Section 11.4. No Liability of Directors and Others 55 ARTICLE XII. RIGHTS UNDER THE EXCHANGE RIGHTS AGREEMENT 55 Section 12.1. Transfer Pursuant to Exchange Rights Agreement 55 Section 12.2. Subject to the Exchange Rights Agreement 55 ARTICLE XIII. AMENDMENT OF PARTNERSHIP AGREEMENT, MEETINGS 56 Section 13.1. Amendments 56 Section 13.2. Meetings of the Partners; Notices to Partners 57 ARTICLE XIV. CERTIFICATE OF INTEREST 58 Section 14.1. Form of Certificate of Interest 58 Section 14.2. Transfers of Certificates of Interest 58 Section 14.3. Lost, Stolen, Destroyed or Mutilated Certificates of Interest 59 Section 14.4. Inspection of Certificate Transfer Ledger 59 ARTICLE XV. REGULATORY REQUIREMENTS 59 Section 15.1. Applicable Regulatory Authority and CCC Regulation 59 Section 15.2. Additional Applicable Regulatory Authority Regulation 60 Section 15.3. Disqualified Holders 60 ARTICLE XVI. GENERAL PROVISIONS 61 Section 16.1. Notices 61 Section 16.2. Controlling Law 61 Section 16.3. No Third Party Beneficiaries 61 Section 16.4. Execution in Counterparts 61 Section 16.5. Provisions Separable 62 Section 16.6. Entire Agreement 62 Section 16.7. Paragraph Headings 62 Section 16.8. Gender, Etc. 62 Section 16.9. Number of Days 62 Section 16.10. Partners Not Agents 62 Section 16.11. Assurances 62 Section 16.12. Successors and Assigns 62 Section 16.13. Waiver 62
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Transfer and Redemption of Partnership Interests. CERTAIN CONSENT RIGHTS
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Transfer and Redemption of Partnership Interests 
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Related to Transfer and Redemption of Partnership Interests

  • Redemption of Partnership Interests of Ineligible Holders (a) If at any time a Limited Partner fails to furnish an Eligibility Certificate or any other information requested within the period of time specified in Section 4.9, or if upon receipt of such Eligibility Certificate or other information the General Partner determines, with the advice of counsel, that a Limited Partner is an Ineligible Holder, the Partnership may, unless the Limited Partner establishes to the satisfaction of the General Partner that such Limited Partner is not an Ineligible Holder or has transferred his Limited Partner Interests to a Person who is not an Ineligible Holder and who furnishes an Eligibility Certificate to the General Partner prior to the date fixed for redemption as provided below, redeem the Limited Partner Interest of such Limited Partner as follows:

  • Redemption of Partnership Interests of Non-citizen Assignees (a) If at any time a Limited Partner or Assignee fails to furnish a Citizenship Certification or other information requested within the 30-day period specified in Section 4.9(a), or if upon receipt of such Citizenship Certification or other information the General Partner determines, with the advice of counsel, that a Limited Partner or Assignee is not an Eligible Citizen, the Partnership may, unless the Limited Partner or Assignee establishes to the satisfaction of the General Partner that such Limited Partner or Assignee is an Eligible Citizen or has transferred his Partnership Interests to a Person who is an Eligible Citizen and who furnishes a Citizenship Certification to the General Partner prior to the date fixed for redemption as provided below, redeem the Partnership Interest of such Limited Partner or Assignee as follows:

  • Transfer of Partnership Interests The foregoing power of attorney shall survive the delivery of an instrument of transfer by any Partner of the whole or any portion of or interest in its Partnership Interest, except that (i) where a Partner becomes a Former Partner, or (ii) where a Transferee of such Partnership Interest has been approved as a successor Partner and the Transferor shall thereupon cease being a Partner (all in accordance with this Agreement), then the power of attorney of the Former Partner or the Transferor Partner, as the case may be, shall survive the cessation of Partner status or the delivery of such instrument of transfer, as the case may be, for the sole purpose of enabling the attorneys-in-fact for such Former Partner or the Transferor Partner (or any of them) to execute, swear to, acknowledge and file any and all instruments necessary to effectuate or reflect such cessation, transfer and succession.

  • Transfers of Partnership Interests Except as the Partners may otherwise agree from time to time, a Partner may not Transfer all or any part of its Partnership Interest without the Consent of each other Partner, which Consent may be withheld in the sole discretion of each such other Partner.

  • Transfer of General Partner’s Partnership Interest A. Except in connection with a Termination Transaction permitted under Section 11.2.B, the General Partner shall not withdraw from the Partnership and shall not transfer all or any portion of its interest in the Partnership (whether by sale, statutory merger or consolidation, liquidation or otherwise), other than to an Affiliate, without the Consent of the Limited Partners, which may be given or withheld by each Limited Partner in its sole and absolute discretion, and only upon the admission of a successor General Partner pursuant to Section 12.1. Upon any transfer of a Partnership Interest in accordance with the provisions of this Section 11.2, the transferee shall become a substitute General Partner for all purposes herein, and shall be vested with the powers and rights of the transferor General Partner, and shall be liable for all obligations and responsible for all duties of the General Partner, once such transferee has executed such instruments as may be necessary to effectuate such admission and to confirm the agreement of such transferee to be bound by all the terms and provisions of this Agreement with respect to the Partnership Interest so acquired. It is a condition to any transfer otherwise permitted hereunder that the transferee assumes, by operation of law or express agreement, all of the obligations of the transferor General Partner under this Agreement with respect to such transferred Partnership Interest, and no such transfer (other than pursuant to a statutory merger or consolidation wherein all obligations and liabilities of the transferor General Partner are assumed by a successor corporation by operation of law) shall relieve the transferor General Partner of its obligations under this Agreement without the Consent of the Limited Partners, in their reasonable discretion. In the event the General Partner withdraws from the Partnership, in violation of this Agreement or otherwise, or otherwise dissolves or terminates, or upon the Incapacity of the General Partner, all of the remaining Partners may elect to continue the Partnership business by selecting a substitute General Partner in accordance with the Act.

  • CAPITAL CONTRIBUTIONS AND ISSUANCE OF PARTNERSHIP INTERESTS Section 5.1 Organizational Contributions 40 Section 5.2 Contributions by the General Partner 40 Section 5.3 Contributions by Initial Limited Partners 40 Section 5.4 Interest and Withdrawal 40 Section 5.5 Capital Accounts 41 Section 5.6 Issuances of Additional Partnership Interests and Derivative Instruments 44 Section 5.7 Conversion of Subordinated Units 45 Section 5.8 Limited Preemptive Right 45 Section 5.9 Splits and Combinations 45 Section 5.10 Fully Paid and Non-Assessable Nature of Limited Partner Interests 46 Section 5.11 Issuance of Common Units in Connection with Reset of Incentive Distribution Rights 46 ARTICLE VI

  • Registration and Transfer of Limited Partner Interests (a) The General Partner shall keep or cause to be kept on behalf of the Partnership a register in which, subject to such reasonable regulations as it may prescribe and subject to the provisions of Section 4.5(b), the Partnership will provide for the registration and transfer of Limited Partner Interests.

  • Redemption of Units If the underwriters (the “Underwriters”) in the Company’s initial public offering (the “IPO”) do not exercise in full their over-allotment option to be granted by the Company pursuant to an underwriting agreement by and among the Underwriters and the Company, then either (i) the Company shall redeem from Purchaser, at a redemption price equal to $0.01 per Unit, or (ii) the Purchaser shall forfeit, a number of Units equal to 6,000 multiplied by the percentage of the Underwriters’ over-allotment option that remains unexercised as of the expiration date thereof.

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