TRANSFER OF GENERAL PARTNER INTERESTS Sample Clauses

TRANSFER OF GENERAL PARTNER INTERESTS. 53 12.1 Transfer of Interest of the General Partner............. 53 12.2 Retirement of the General Partner....................... 53 12.3 Transferee of the General Partner's Interest............ 54 12.4 Retirement of Last Remaining General Partner............ 54 12.5
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TRANSFER OF GENERAL PARTNER INTERESTS. 12.1 Transfer of Interest of the General Partner. No General Partner may at any time sell, assign, transfer, pledge or encumber any or all of its Partnership Interest in the Partnership or withdraw or retire from the Partnership except as otherwise provided herein or with the prior written consent of Partners owning eighty-five percent (85%) of the issued and outstanding Partnership Units taken as a single class. Retirement or withdrawal from the Partnership shall not relieve the General Partner of any obligation theretofore incurred by it hereunder. Notwithstanding anything contained herein to the contrary, the Limited Partners shall have no right whatsoever to remove the General Partner from the Partnership.
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TRANSFER OF GENERAL PARTNER INTERESTS. 12.1 Transfer of Interest of the General Partner. Except as provided in Section 9.3 hereof, no General Partner may at any time sell, assign, transfer, pledge or encumber any or all of its Partnership Interest in the Partnership or withdraw or retire from the Partnership except as otherwise provided herein. Retirement or withdrawal from the Partnership shall not relieve the General Partner of any obligation theretofore incurred by it hereunder. Notwithstanding anything contained herein to the contrary, the Limited Partners shall have no right whatsoever to remove the General Partner from the Partnership.
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TRANSFER OF GENERAL PARTNER INTERESTS. 12.1 Transfer of Interest of the General Partner . . . . . . . . . . . . 43 12.2 Retirement of the General Partner . . . . . . . . . . . . . . . . . 43 12.3 Retirement of Last Remaining General Partner . . . . . . . . . . . 43 12.4
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TRANSFER OF GENERAL PARTNER INTERESTS. The General Partner shall not Transfer, or cause or permit to be Transferred, all or any of its Units without the written consent of the Limited Partners.
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TRANSFER OF GENERAL PARTNER INTERESTS. Assumption of Notes. Upon the election and taking of office by the Syntek Affiliate, Syntek shall assign to the Syntek Affiliate all of Syntek's rights under the Agreement of Limited Partnership of the Partnership. At the same time, the Syntek Affiliate shall assume all of Syntek's obligations under the promissory note given to the Partnership by Syntek as partial consideration for Syntek's general partnership interest in the Partnership. As of September 30, 1997, the note had a principal balance of $4,175,593 plus accrued interest of approximately $6,900,000.
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TRANSFER OF GENERAL PARTNER INTERESTS. Assumption of General Partner ------------------------------------------------------------------- Obligations and Note. Upon the election and taking of office by the Successor -------------------- General Partner, Syntek shall assign to the Successor General Partner all of Syntek's rights as general partner under the Agreement of Limited Partnership of the Partnership (the "Partnership Agreement"). At the same time, the Successor General Partner shall assume all of Syntek's obligations as general partner under the Partnership Agreement and shall assume all of Syntek's obligations under the promissory note given to the Partnership by Syntek as partial consideration for Syntek's general partnership interest in the Partnership ("Syntek's Capital Contribution Note"). As of June 30, 1998, Syntek's Capital Contribution Note had a principal balance of $4,175,593 plus accrued interest of approximately $7.8 million. The Successor General Partner shall also be subject to the requirement to repay to the Partnership the amount of the Total Cash Distributions and Fees as set forth in Section 10 of this Agreement and shall assume the note obligations as set forth under Section 10 below.
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Related to TRANSFER OF GENERAL PARTNER INTERESTS

  • 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.

  • 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.

  • 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.

  • Right to Acquire Limited Partner Interests (a) Notwithstanding any other provision of this Agreement, if at any time the General Partner and its Affiliates hold more than 80% of the total Limited Partner Interests of any class then Outstanding, the General Partner shall then have the right, which right it may assign and transfer in whole or in part to the Partnership or any Affiliate of the General Partner, exercisable in its sole discretion, to purchase all, but not less than all, of such Limited Partner Interests of such class then Outstanding held by Persons other than the General Partner and its Affiliates, at the greater of (x) the Current Market Price as of the date three days prior to the date that the notice described in Section 15.1(b) is mailed and (y) the highest price paid by the General Partner or any of its Affiliates for any such Limited Partner Interest of such class purchased during the 90-day period preceding the date that the notice described in Section 15.1(b) is mailed.

  • Transfer of Membership Interests (a) The Member may transfer its Membership Interest, in whole but not in part, but the transferee shall not be admitted as a Member except in accordance with Section 6.07. Until the transferee is admitted as a Member, the Member shall continue to be the sole member of the Company (subject to Section 1.02) and to be entitled to exercise any rights or powers of a Member of the Company with respect to the Membership Interest transferred.

  • Transfer of the General Partner’s General Partner Interest (a) Subject to Section 4.6(c) below, prior to June 30, 2015, the General Partner shall not transfer all or any part of its General Partner Interest (represented by General Partner Units) to a Person unless such transfer (i) has been approved by the prior written consent or vote of the holders of at least a majority of the Outstanding Common Units (excluding Common Units held by the General Partner and its Affiliates) or (ii) is of all, but not less than all, of its General Partner Interest to (A) an Affiliate of the General Partner (other than an individual) or (B) another Person (other than an individual) in connection with the merger or consolidation of the General Partner with or into such other Person or the transfer by the General Partner of all or substantially all of its assets to such other Person.

  • 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.

  • Transfers of Limited Partnership Interests 9.1 Restrictions on Transfer of Limited Partnership Interests.

  • Nature of Limited Partner Interests All Limited Partner Interests issued pursuant to, and in accordance with the requirements of, this Article V shall be fully paid and non-assessable Limited Partner Interests in the Partnership, except as such non-assessability may be affected by Sections 17-303, 17-607 or 17-804 of the Delaware Act.

  • Transfer of Membership Interest The Sole Member may Transfer any part or all of its rights and interest (including, but not limited to, its Capital Account) in the Company (each a “Membership Interest”) now owned or hereafter acquired to any Person, and the transferee of such Membership Interest shall become a Member of the Company.

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