Common use of Transfer of General Partner’s Partnership Interest Clause in Contracts

Transfer of General Partner’s Partnership Interest. A. The General Partner may not transfer any of its General Partner Interest or Limited Partnership Interests or withdraw as General Partner except as provided in Section 11.2.B or in connection with a transaction described in Section 11.2.C. B. The General Partner may transfer Limited Partner Interests held by it either to the Partnership in accordance with Section 7.5.B hereof or to a purported holder of REIT Shares in accordance with the provisions of Section 6.6 of the Declaration of Trust. C. Except as otherwise provided in Section 11.2.D, the General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, or any reclassification, or recapitalization or change of outstanding REIT Shares (other than a change in par value, or from par value to no par value, or as a result of a subdivision or combination as described in the definition of “Conversion Factor”) (“Transaction”), unless (i) the Transaction also includes a merger of the Partnership or sale of substantially all of the assets of the Partnership which has been approved by the requisite Consent of the Partners pursuant to Section 7.3 and as a result of which all Limited Partners will receive for each Common Unit an amount of cash, securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid to a holder of one REIT Share in consideration of one REIT Share at any time during the period from and after the date on which the Transaction is consummated, provided that if, in connection with the Transaction, a purchase, tender or exchange offer shall have been made to and accepted by the holders of more than fifty percent (50%) of the outstanding REIT Shares, each holder of Common Units shall receive the greatest amount of cash, securities, or other property which such holder would have received had it exercised the Redemption Right and received REIT Shares in exchange for its Common Units immediately prior to the expiration of such purchase, tender or exchange offer and had thereupon accepted such purchase, tender or exchange offer; and (ii) no more than forty-nine percent (49%) of the equity securities of the acquiring Person in such transaction shall be owned, after consummation of such Transaction, by the General Partner or Persons who are Affiliates of the Partnership or the General Partner immediately prior to the date on which the Transaction is consummated. D. Notwithstanding Section 11.2.C, the General Partner may merge with another entity if immediately after such merger substantially all of the assets of the surviving entity, other than Partnership Units held by the General Partner (whether such Partnership Units constitute the General Partner Interest or a Limited Partner Interest), are contributed to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value, as reasonably determined by the General Partner, equal to the 704(c) Value of the assets so contributed.

Transfer of General Partner’s Partnership Interest. A. (a) The General Partner may not transfer all or any part of its General Partner Partnership Interest or Limited Partnership Interests or withdraw as General Partner a general partner except as provided in Section 11.2.B 10.2(b) or in connection with a transaction described in Section 11.2.C. B. The General Partner may transfer Limited Partner Interests held by it either to the Partnership in accordance with Section 7.5.B hereof or to a purported holder of REIT Shares in accordance with the provisions of Section 6.6 of the Declaration of Trust10.2(c). C. Except as otherwise provided in Section 11.2.D, the (b) The General Partner shall not engage in any merger, consolidation or other combination with or into another Person or Person, where the General Partner is not the surviving entity, any sale of all or substantially all of its assets, or any reclassification, or recapitalization or change of outstanding REIT Shares (other than a change in par value, or from par value to no par value, or as a result of a subdivision or combination as described in the definition of “Conversion Factor”REIT Shares) (“a "Transaction”"), unless (i) the Transaction also includes a corresponding merger of the Partnership or Partnership, sale of all or substantially all of the assets Partnership Assets, or reclassification, recapitalization or change of the outstanding Partnership which has been approved by the requisite Consent of the Partners pursuant to Section 7.3 and Units, as appropriate, as a result of which all Limited Partners holders of a Redemption Right pursuant to Section 7.5 will receive have the right to receive, upon exercise of their Redemption Right or otherwise, for each Common Partnership Unit an amount of cash, securities, or other property a Redemption Amount equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share in consideration of one REIT Share at any time during the period from and after the date on which the Transaction is consummatedShare; provided, provided however, that if, in connection with the Transaction, a purchase, tender or exchange offer ("Offer") shall have been made to and accepted by the holders of more than fifty percent (50%) of the outstanding REIT Shares, each holder of Common Units a Redemption Right pursuant to Section 7.5 shall receive have the right to receive, upon exercise of their Redemption Right or otherwise, the greatest amount of cash, securities, or other property which such holder would have received had it (A) exercised the its Redemption Right and received REIT Shares in exchange for its Common Units immediately prior to the expiration earlier of the record date (if any) for the Transaction or the effective date of the Transaction and (B) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon such purchase, tender or exchange offer and had thereupon accepted such purchase, tender or exchange offerexercise of the Redemption Right; and (ii) no more than fortyseventy-nine five percent (4975%) of the equity securities of the acquiring Person in such transaction any Transaction that is a merger, consolidation or other combination of the General Partner with and into another Person or a sale of all or substantially all of the General Partner's assets, shall be owned, after consummation of such Transaction, by the General Partner or Persons who are were Affiliates of the Partnership or the General Partner immediately prior to the date on which the Transaction is consummated. D. (c) Notwithstanding Section 11.2.CSubsection 10.2(a) above, the General Partner may merge with another entity if immediately after such merger substantially transfer from time to time any or all of the assets its Partnership Interests to one or more wholly-owned subsidiaries of the surviving entity, other than Partnership Units held by the General Partner (whether such Partnership Units constitute the General Partner Interest or a Limited Partner Interest), are contributed to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value, as reasonably determined by the General Partner, equal to except that the 704(c) Value General Partner must retain at all times at least a 1% Partnership Interest as a general partner and the General Partner and one or more wholly-owned subsidiaries of the assets so contributedGeneral Partner must at all times own in the aggregate at least 20% of all of the Partnership Interests.

Transfer of General Partner’s Partnership Interest. A. The General Partner may not transfer any of its General Partner Interest or Limited Partnership Interests or withdraw as General Partner except as provided in Section 11.2.B or in connection with a transaction described in Section 11.2.C. B. The General Partner may transfer Limited Partner Interests held by it either to the Partnership in accordance with Section 7.5.B hereof or to a purported holder of REIT Shares in accordance with the provisions of Section 6.6 of the Declaration of Trust. C. Except as otherwise provided in Section 11.2.D, the General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, or any reclassification, or recapitalization or change of outstanding REIT Shares (other than a change in par value, or from par value to no par value, or as a result of a subdivision or combination as described in the definition of “"Conversion Factor”") (“"Transaction”"), unless (i) the Transaction also includes a merger of the Partnership or sale of substantially all of the assets of the Partnership which has been approved by the requisite Consent of the Partners pursuant to Section 7.3 and as a result of which all Limited Partners will receive for each Common Unit an amount of cash, securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid to a holder of one REIT Share in consideration of one REIT Share at any time during the period from and after the date on which the Transaction is consummated, provided that if, in connection with the Transaction, a purchase, tender or exchange offer shall have been made to and accepted by the holders of more than fifty percent (50%) of the outstanding REIT Shares, each holder of Common Units shall receive the greatest amount of cash, securities, or other property which such holder would have received had it exercised the Redemption Right and received REIT Shares in exchange for its Common Units immediately prior to the expiration of such purchase, tender or exchange offer and had thereupon accepted such purchase, tender or exchange offer; and (ii) no more than forty-nine percent (49%) of the equity securities of the acquiring Person in such transaction shall be owned, after consummation of such Transaction, by the General Partner or Persons who are Affiliates of the Partnership or the General Partner immediately prior to the date on which the Transaction is consummated. D. Notwithstanding Section 11.2.C, the General Partner may merge with another entity if immediately after such merger substantially all of the assets of the surviving entity, other than Partnership Units held by the General Partner (whether such Partnership Units constitute the General Partner Interest or a Limited Partner Interest), are contributed to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value, as reasonably determined by the General Partner, equal to the 704(c) Value of the assets so contributed.

Transfer of General Partner’s Partnership Interest. A. (a) The General Partner may not transfer any of its General Partner Interest or Limited Partnership Interests or withdraw as General Partner Partner, except as provided in Section 11.2.B Sections 11.l(c) or in connection with a transaction described in Section 11.2.C.11.2(b) hereof. B. (b) The General Partner may transfer and STAG REIT may, with the Consent of the Limited Partner Partners (excluding the Percentage Interests held directly or indirectly by it either to the STAG REIT), engage in, or transfer all of their respective Partnership Interest in accordance with Section 7.5.B hereof or to connection with, (i) a purported holder of REIT Shares in accordance with the provisions of Section 6.6 of the Declaration of Trust. C. Except as otherwise provided in Section 11.2.D, the General Partner shall not engage in any merger, consolidation or other combination of their assets with or into another Person or entity, (ii) a sale of all or substantially all of its their assets, whether or any not in the ordinary course, or (iii) a reclassification, or recapitalization or change of any outstanding REIT Shares shares of STAG REIT’s stock or other outstanding equity interests (other than each, a change in par value, or from par value to no par value, or as a result of a subdivision or combination as described in the definition of “Conversion Factor”) (“Termination Transaction”). In addition, unless the General Partner and STAG REIT may, without the Consent of the Limited Partners, engage in, or transfer all of their respective Partnership Interest in connection with, a Termination Transaction if: (i) the Transaction also includes a merger of the Partnership or sale of substantially in connection with such Termination Transaction, all of the assets of the Partnership which has been approved by the requisite Consent of the Partners pursuant to Section 7.3 and as a result of which all Limited Partners will receive receive, or will have the right to elect to receive, for each Common Unit an amount of cash, securities, securities or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid to a holder of one REIT Share in consideration of one REIT Share at any time during pursuant to the period from and after the date on which the Transaction is consummatedterms of such Termination Transaction; provided, provided that if, in connection with the such Termination Transaction, a purchase, tender or exchange offer shall have been made to and accepted by the holders of more than fifty percent (50%) of the outstanding REIT Shares, each holder of Common Units shall receive receive, or shall have the right to elect to receive, the greatest amount of cash, securities, securities or other property which such holder of Common Units would have received had it exercised the its right to Redemption Right pursuant to Section 8.6 hereof and received REIT Shares in exchange for its Common Units immediately prior to the expiration of such purchase, tender or exchange offer and had thereupon accepted such purchase, tender or exchange offeroffer and then such Termination Transaction shall have been consummated; and or (ii) no more than forty-nine percent (49%) all of the equity securities of the acquiring Person in such transaction shall be owned, after consummation of such Transaction, by the General Partner or Persons who following conditions are Affiliates of the Partnership or the General Partner immediately prior to the date on which the Transaction is consummated. D. Notwithstanding Section 11.2.C, the General Partner may merge with another entity if immediately after such merger met: (A) substantially all of the assets directly or indirectly owned by the surviving entity are owned directly or indirectly by the Partnership or another limited partnership or limited liability company which is the survivor of a merger, consolidation or combination of assets with the Partnership (in each case, the “Surviving Partnership”); (B) the Persons who were Limited Partners immediately prior to the consummation of such Termination Transaction own a percentage interest of the surviving entitySurviving Partnership based on the relative fair market value of the net assets of the Partnership and the other net assets of the Surviving Partnership immediately prior to the consummation of such transaction; (C) the rights, preferences and privileges in the Surviving Partnership of such Limited Partners are at least as favorable in all material respects as those in effect immediately prior to the consummation of such transaction and as those applicable to any other than limited partners or non-managing members of the Surviving Partnership; and (D) the rights of such Limited Partners include at least one of the following: (1) the right to redeem their interests in the Surviving Partnership for the consideration available to such Persons pursuant to Section 11.2(b)(i) or (2) the right to redeem their interests in the Surviving Partnership for cash on terms substantially equivalent to those in effect with respect to their OP Units held immediately prior to the consummation of such transaction, or, if the ultimate controlling Person of the Surviving Partnership has publicly traded common equity securities, such common equity securities, with an exchange ratio based on the determination of relative fair market value of such securities and the REIT Shares. (c) Except as set forth in Section 11.1(c) or 11.2(b), the General Partner shall not withdraw from the Partnership and shall not transfer all or any portion of its Partnership Interest (whether by sale, disposition, statutory merger or consolidation, liquidation or otherwise). Upon any transfer of the General Partner’s Partnership Interest in accordance with the provisions of this Article 11, the transferee shall become a successor 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 by the General Partner (whether 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 Units constitute Interest, and such transfer shall relieve the transferor General Partner of its obligations under this Agreement. In the event that the General Partner Interest withdraws from the Partnership, in violation of this Agreement or a Limited Partner Interest)otherwise, are contributed to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market valueor otherwise dissolves or terminates, as reasonably determined by or upon an Event of Bankruptcy of the General Partner, equal as described in Section 13.1(g) hereof, the remaining Partners may agree in writing to continue the 704(c) Value business of the assets so contributedPartnership by selecting a successor General Partner in accordance with the Act.

Transfer of General Partner’s Partnership Interest. A. (a) The General Partner may not transfer any of its General Partner Interest or Limited Partnership Interests or withdraw as General Partner Partner, except as provided in Section 11.2.B Sections 11.1(c) or in connection with a transaction described in Section 11.2.C.11.2(b) hereof. B. (b) The General Partner may transfer and STAG REIT may, with the Consent of the Limited Partner Partners (excluding the Percentage Interests held directly or indirectly by it either to the STAG REIT), engage in, or transfer all of their respective Partnership Interest in accordance with Section 7.5.B hereof or to connection with, (i) a purported holder of REIT Shares in accordance with the provisions of Section 6.6 of the Declaration of Trust. C. Except as otherwise provided in Section 11.2.D, the General Partner shall not engage in any merger, consolidation or other combination of their assets with or into another Person or entity, (ii) a sale of all or substantially all of its their assets, whether or any not in the ordinary course, or (iii) a reclassification, or recapitalization or change of any outstanding REIT Shares shares of STAG REIT’s stock or other outstanding equity interests (other than each, a change in par value, or from par value to no par value, or as a result of a subdivision or combination as described in the definition of “Conversion Factor”) (“Termination Transaction”). In addition, unless the General Partner and STAG REIT may, without the Consent of the Limited Partners, engage in, or transfer all of their respective Partnership Interest in connection with, a Termination Transaction if: (i) the Transaction also includes a merger of the Partnership or sale of substantially in connection with such Termination Transaction, all of the assets of the Partnership which has been approved by the requisite Consent of the Partners pursuant to Section 7.3 and as a result of which all Limited Partners will receive receive, or will have the right to elect to receive, for each Common Unit an amount of cash, securities, securities or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid to a holder of one REIT Share in consideration of one REIT Share at any time during pursuant to the period from and after the date on which the Transaction is consummatedterms of such Termination Transaction; provided, provided that if, in connection with the such Termination Transaction, a purchase, tender or exchange offer shall have been made to and accepted by the holders of more than fifty percent (50%) of the outstanding REIT Shares, each holder of Common Units shall receive receive, or shall have the right to elect to receive, the greatest amount of cash, securities, securities or other property which such holder of Common Units would have received had it exercised the its right to Redemption Right pursuant to Section 8.6 hereof and received REIT Shares in exchange for its Common Units immediately prior to the expiration of such purchase, tender or exchange offer and had thereupon accepted such purchase, tender or exchange offeroffer and then such Termination Transaction shall have been consummated; and or (ii) no more than forty-nine percent (49%) all of the equity securities of the acquiring Person in such transaction shall be owned, after consummation of such Transaction, by the General Partner or Persons who following conditions are Affiliates of the Partnership or the General Partner immediately prior to the date on which the Transaction is consummated. D. Notwithstanding Section 11.2.C, the General Partner may merge with another entity if immediately after such merger met: (A) substantially all of the assets directly or indirectly owned by the surviving entity are owned directly or indirectly by the Partnership or another limited partnership or limited liability company which is the survivor of a merger, consolidation or combination of assets with the Partnership (in each case, the “Surviving Partnership”); (B) the Persons who were Limited Partners immediately prior to the consummation of such Termination Transaction own a percentage interest of the surviving entitySurviving Partnership based on the relative fair market value of the net assets of the Partnership and the other net assets of the Surviving Partnership immediately prior to the consummation of such transaction; (C) the rights, preferences and privileges in the Surviving Partnership of such Limited Partners are at least as favorable in all material respects as those in effect immediately prior to the consummation of such transaction and as those applicable to any other than limited partners or non-managing members of the Surviving Partnership; and (D) the rights of such Limited Partners include at least one of the following: (1) the right to redeem their interests in the Surviving Partnership for the consideration available to such Persons pursuant to Section 11.2(b)(i) or (2) the right to redeem their interests in the Surviving Partnership for cash on terms substantially equivalent to those in effect with respect to their OP Units held immediately prior to the consummation of such transaction, or, if the ultimate controlling Person of the Surviving Partnership has publicly traded common equity securities, such common equity securities, with an exchange ratio based on the determination of relative fair market value of such securities and the REIT Shares. (c) Except as set forth in Section 11.1(c) or 11.2(b), the General Partner shall not withdraw from the Partnership and shall not transfer all or any portion of its Partnership Interest (whether by sale, disposition, statutory merger or consolidation, liquidation or otherwise). Upon any transfer of the General Partner’s Partnership Interest in accordance with the provisions of this Article 11, the transferee shall become a successor 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 by the General Partner (whether 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 Units constitute Interest, and such transfer shall relieve the transferor General Partner of its obligations under this Agreement. In the event that the General Partner Interest withdraws from the Partnership, in violation of this Agreement or a Limited Partner Interest)otherwise, are contributed to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market valueor otherwise dissolves or terminates, as reasonably determined by or upon an Event of Bankruptcy of the General Partner, equal as described in Section 13.1(g) hereof, the remaining Partners may agree in writing to continue the 704(c) Value business of the assets so contributedPartnership by selecting a successor General Partner in accordance with the Act.

Transfer of General Partner’s Partnership Interest. A. (a) The General Partner may not transfer all or any part of its General Partner Partnership Interest or Limited Partnership Interests or withdraw as General Partner a general partner except as provided in Section 11.2.B 10.2(b) or in connection with a transaction described in Section 11.2.C. B. The General Partner may transfer Limited Partner Interests held by it either to the Partnership in accordance with Section 7.5.B hereof or to a purported holder of REIT Shares in accordance with the provisions of Section 6.6 of the Declaration of Trust10.2(c). C. Except as otherwise provided in Section 11.2.D, the (b) The General Partner shall not engage in any merger, consolidation or other combination with or and into another Person or Person, where the General Partner is not the surviving entity, any sale of all or substantially all of its assets, or any reclassification, or recapitalization or change of outstanding REIT Shares (other than a change in par value, or from par value to no par value, or as a result of a subdivision or combination as described in the definition of “Conversion Factor”REIT Shares) (“a "Transaction”"), unless (i) the Transaction also includes a corresponding merger of the Partnership or Partnership, sale of all or substantially all of the assets Partnership Assets, or reclassification, recapitalization or change of the outstanding Partnership which has been approved by the requisite Consent of the Partners pursuant to Section 7.3 and Units, as appropriate, as a result of which all Limited Partners holders of a Redemption Right pursuant to Section 7.5 will receive have the right to receive, upon exercise of their Redemption Right or otherwise, for each Common Partnership Unit an amount of cash, securities, or other property a Redemption Amount equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share in consideration of one REIT Share at any time during the period from and after the date on which the Transaction is consummatedShare; provided, provided however, that if, in connection with the Transaction, a purchase, tender or exchange offer ("Offer") shall have been made to and accepted by the holders of more than fifty percent (50%) of the outstanding REIT Shares, each holder of Common Units a Redemption Right pursuant to Section 7.5 shall receive have the right to receive, upon exercise of their Redemption Right or otherwise, the greatest amount of cash, securities, or other property which such holder would have received had it (A) exercised the its Redemption Right and received REIT Shares in exchange for its Common Units immediately prior to the expiration earlier of the record date (if any) for the Transaction or the effective date of the Transaction and (B) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon such purchase, tender or exchange offer and had thereupon accepted such purchase, tender or exchange offerexercise of the Redemption Right; and (ii) no more than fortyseventy-nine five percent (4975%) of the equity securities of the acquiring Person in such transaction any Transaction that is a merger, consolidation or other combination of the General Partner with and into another Person or a sale of all or substantially all of the General Partner's assets, shall be owned, after consummation of such Transaction, by the General Partner or Persons who are were Affiliates of the Partnership or the General Partner immediately prior to the date on which the Transaction is consummated. D. (c) Notwithstanding Section 11.2.CSubsection 10.2(a) above, the General Partner may merge with another entity if immediately after such merger substantially transfer from time to time any or all of the assets its Partnership Interests to one or more wholly-owned subsidiaries of the surviving entity, other than Partnership Units held by the General Partner (whether such Partnership Units constitute the General Partner Interest or a Limited Partner Interest), are contributed to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value, as reasonably determined by the General Partner, equal to except that the 704(c) Value General Partner must retain at all times at least a 1% Partnership Interest as a general partner and the General Partner and one or more wholly-owned subsidiaries of the assets so contributedGeneral Partner must at all times own in the aggregate at least 20% of all of the Partnership Interests.

Transfer of General Partner’s Partnership Interest. A. The General Partner may not transfer any of its General Partner Interest or Limited Partnership Interests or withdraw as General Partner except as provided in Section 11.2.B 11.2B or in connection with a transaction described in Section 11.2.C.11.2C or Section 11.2D. B. The General Partner may transfer Limited Partner Interests held by it either to the Partnership in accordance with Section 7.5.B hereof or to a purported holder of REIT Shares in accordance with the provisions of Section 6.6 of the Declaration of Trust7.5B hereof. C. Except as otherwise provided in Section 11.2.D11.2D, the General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, or any reclassification, or recapitalization or change of outstanding REIT Shares (other than a change in par value, or from par value to no par value, or as a result of a subdivision or combination as described in the definition of “Conversion Factor”) (“Transaction”), unless (i) the Transaction also includes a merger of the Partnership or sale of substantially all of the assets of the Partnership which has been approved by the requisite Consent of the Partners pursuant to Section 7.3 and as a result of which all Limited Partners will receive for each Common Unit an amount of cash, securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid to a holder of one REIT Share in consideration of one REIT Share at any time during the period from and after the date on which the Transaction is consummated, provided that if, in connection with the Transaction, a purchase, tender or exchange offer shall have been made to and accepted by the holders of more than fifty percent (50%) of the outstanding REIT Shares, each holder of Common Units shall receive the greatest amount of cash, securities, or other property which such holder would have received had it exercised the Redemption Right and received REIT Shares in exchange for its Common Units immediately prior to the expiration of such purchase, tender or exchange offer and had thereupon accepted such purchase, tender or exchange offer; and (ii) no more than forty-nine percent (49%) of the equity securities of the acquiring Person in such transaction shall be owned, after consummation of such Transaction, by the General Partner or Persons who are Affiliates of the Partnership or the General Partner immediately prior to the date on which the Transaction is consummated. D. Notwithstanding Section 11.2.C11.2C, the General Partner may merge with another entity if immediately after such merger substantially all of the assets of the surviving entity, other than Partnership Units held by the General Partner (whether such Partnership Units constitute the General Partner Interest or a Limited Partner Interest), are contributed to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value, as reasonably determined by the General Partner, equal to the 704(c) Value of the assets so contributed.