Transfer by Partners Clause Samples
Transfer by Partners. (a) Except for Transfers made pursuant to Section 6.1(b), 6.5, 6.6, 6.7, 6.8 or 8.3, without the prior written consent of all of the Partners (other than a Forfeited Partner), no Partner shall have the right to Transfer all or any part of its Interest, or to suffer to occur a Change in Control or an Indirect Transfer as to such Partner, and any such Transfer shall be void and of no force or effect.
(b) Other than in connection with Transfers pursuant to Section 6.5, 6.6, 6.7, 6.8 and 8.3, no Partner (a “Selling Partner”) shall have the right to Transfer all or any part of its Interest or to suffer to occur a Change in Control or an Indirect Transfer of such Partner without first offering to the remaining Partners (other than a Forfeited Partner) (each, an “Offeree” and collectively, the “Offerees”) a right of first refusal to purchase the portion of such Partner’s Interest that is proposed to be so Transferred or, in the case of a Change in Control or an Indirect Transfer, all of such Partner’s Interest (the “Offered Interest”), all on the terms hereinafter set forth. The Offered Interest must be offered by means of a notice (an “Offer Notice”) given by the Selling Partner to each Offeree at a price and upon terms no less favorable to the Offerees than those which the Selling Partner is willing to accept from a bona fide third party purchaser pursuant to an offer from such third party purchaser (or, in the case of a Change in Control or an Indirect Transfer, the value of the Offered Interest, as determined by multiplying the Fair Market Value of the Partnership by the Sharing Percentage represented by the Offered Interest) (a “Bona Fide Offer”); provided that, regardless of the terms of the Bona Fide Offer, the Offered Interest shall be offered to the Offerees on terms that permit the Offerees 90 days within which to complete the purchase. The Offer Notice shall state the identity of, and the price and other terms offered by, such third party for the purchase of the Offered Interest (or, in the case of a Change in Control or an Indirect Transfer, the identity of the Person that will acquire Control of the Partner or the Interest as a result of the proposed transaction). In any case where a Bona Fide Offer has been made in respect of an Offered Interest in conjunction with other property, the price in respect of the Offered Interest shall be the Allocated Interest Offer Price. Within 15 days after receipt of such Offer Notice, each Offeree shall accept, in ...
Transfer by Partners. No Limited Partner shall sell, assign, pledge, mortgage, or otherwise dispose of or transfer its interest in the Partnership without the prior written unanimous consent of the General Partner.
Transfer by Partners. 18 6.2 Additional Provisions Relating to Transfer...................................... 19 6.3
Transfer by Partners. (a) Except with the prior written consent of the other Partner and except as provided in Section 9.1(h), no Partner shall have the right to sell, assign, transfer, pledge or otherwise dispose of, or encumber, directly or indirectly, all or any part of its Interest, in whole or in part, and such transaction shall be void and of no force or effect.
(b) After any transfer effected with the prior written consent of the other Partner, the transferred Interest shall continue to be subject to all the provisions of this Agreement including, without limitation, the provisions of this Article VI and Article VIII. In the event of a partial transfer of an Interest made in accordance with this Section 6.1, appropriate amendments to this Agreement shall be made so that the rights and obligations of the transferring Partner and the transferee Partner, on the one hand, and the rights and obligations of the non-transferring Partner, on the other hand, after giving effect to the transfer, are the same as the relative rights and obligations of the transferring Partner and the non-transferring Partner hereunder immediately prior to such transfer.
Transfer by Partners