Transfer of Interest of General Partner. A General Partner may not Transfer all or any portion of its Interest as the General Partner except to Persons who have agreed to be bound by all of the terms of this Agreement and applicable law. If a General Partner Transfers its entire Interest as General Partner, it will not cease to be a General Partner unless and until the transferee is admitted to the Partnership as a substituted General Partner pursuant to Section 2.6(a) of this Agreement. In executing this Agreement, each Partner is deemed to have consented to any Transfer contemplated by this Section 4.3.
Transfer of Interest of General Partner. A General Partner may not Transfer all or any portion of its Interest as the General Partner except to Persons who have agreed to be bound by all of the terms of this Agreement and applicable law and with the affirmative vote of Partners holding at least a majority of the total number of votes eligible to be cast by all Partners. If a General Partner Transfers its entire Interest as General Partner, it will not cease to be a General Partner unless and until the transferee is admitted to the Partnership as a substituted General Partner pursuant to Section 2.6(a) of this Agreement. In executing this Agreement, each Partner is deemed to have consented to any Transfer contemplated by this Section 4.3.
Transfer of Interest of General Partner. The General Partner may not transfer all or any part of its Percentage Interest to any Person except to one of its Affiliates. The Limited Partner consents to any such transfer. The transferee Affiliate of all the Percentage Interest of the General Partner pursuant to this Section 11.2 shall be admitted to the Partnership as the General Partner immediately prior to the effective date of transfer of the General Partner’s Percentage Interest and such transferee shall continue the business and operation of the Partnership without dissolution.
Transfer of Interest of General Partner. (a) Except as provided in Section 10.2(b) hereof, the General Partner may not transfer all or any part of its Partnership Interest unless the Limited Partner consents to such transfer.
(b) Nothing in this Section 10.2 nor any other provision of this Agreement shall be construed to prevent and the Limited Partner hereby expressly consents to (i) the mortgage, pledge or assignment by the General Partner of its Partnership Interest as General Partner to any bank or other creditor of the Partnership to secure debt or other obligations of the Partnership to any such bank or creditor, and (ii) the enforcement (through foreclosure sale or otherwise) of any security interest in the Partnership Interest of the General Partner as General Partner pursuant to any such mortgage, pledge or assignment. Notwithstanding anything to the contrary in this Agreement or the Texas Act, prior to the foreclosure or other sale of the General Partner’s Partnership Interest as General Partner incident to enforcement of a security interest in such Partnership Interest, the mortgage, pledge or assignment by the General Partner of its Partnership Interest as a General Partner to any bank or other creditor of the Partnership to secure debt or other obligations of the Partnership to any such bank or creditor shall be deemed not to be an assignment of all of the General Partner’s rights as General Partner of the Partnership.
Transfer of Interest of General Partner. The General Partner may transfer its interest as General Partner in the Partnership to another Person in its sole and absolute discretion upon the consent of all of the Partners.
Transfer of Interest of General Partner. If the General Partner desires to sell or transfer all or any portion of such General Partner's Partnership Interest as a general partner to a Person who is not a General Partner, such transfer shall be permitted if (and only if):
(a) such transfer (i) would not violate the then applicable Federal and state securities laws and rules and regulations of the Securities and Exchange Commission, state securities commissions and any other governmental authorities with jurisdiction over such disposition, (ii) would not result in the Partnership being classified for federal income tax purposes as an "association taxable as a corporation" rather than as a partnership, (iii) would not prejudice or affect the continuity of the Partnership for the purposes of section 708 of the Code, and (iv) would not affect the Partnership's existence as a limited partnership under the Delaware RULPA.
(b) a successor General Partner is admitted to the Partnership in accordance with Section 10.2; and
(c) such transfer and the admission of the transferee as a General Partner of the Partnership is approved by Limited Partners whose Percentage Interests represent a majority of the total Percentage Interests of all Limited Partners.
Transfer of Interest of General Partner. (a) [REDACTED]
(b) No Transferee of the General Partner’s Interest in the Partnership shall be admitted to the Partnership as a General Partner or have the authority to participate in the management of the Partnership, to receive any distributions under Article V, or to incur any obligations on behalf of the Partnership, unless: (i) the Transferring General Partner gives the Transferee such right, (ii) the Transferee pays to the Partnership all costs and expenses incurred in connection with such Transfer, including, without limitation, costs incurred in amending the Certificate and (iii) the Transferee executes and delivers such instruments, in form and substance satisfactory to the General Partner, as the General Partner may deem necessary or desirable to effect the admission of the Transferee into the Partnership and to confirm the agreement of the Transferee to be bound by all of the terms and provisions of this Agreement. Unless a Transferee of the General Partner’s Interest in the Partnership is admitted as a General Partner under this Section 9.2(b), it shall have none of the powers of a General Partner hereunder and shall have only the rights of an assignee under the Act as are consistent with the other terms and provisions of this Agreement.
(c) Upon the Transfer of the entire Interest in the Partnership of the General Partner and effective after the admission of its Transferee as a General Partner, the transferring General Partner shall be deemed to have withdrawn from the Partnership as a General Partner.
Transfer of Interest of General Partner. The General Partner may not transfer all or any part of its Partnership Interest unless it first obtains unanimous prior written consent of all Partners.
Transfer of Interest of General Partner. The General Partner may not transfer, or otherwise permit any Person to hold, its Partnership Interest as a General Partner unless:
(a) such transfer in the written opinion of legal counsel acceptable to the Review Committee, in its reasonable discretion, (i) would not violate the then applicable federal and state securities and other laws and rules and regulations of the Securities and Exchange Commission, state securities commissions and any other governmental authorities with jurisdiction over such disposition, (ii) would not result in the Partnership being classified for Federal income tax purposes as an "association taxable as a corporation" rather than as a partnership, (iii) would not prejudice or affect the continuity of the Partnership for the purposes of Section 708 of the Code, and (iv) would not affect the Partnership's existence as a limited partnership under the Delaware RULPA;
(b) a successor General Partner is admitted to the Partnership in accordance with Section 11.03; and
(c) with respect to the transfer of its Partnership Interest, other than a transfer of the right to a distributive share of the income, gain, losses, deductions, and assets of the Partnership in accordance with the terms of this Agreement which does not reduce the General Partner's distributive share of such items below five percent (5%), such transfer and the admission of the transferee to the Partnership as a General Partner is approved by written consent of an LP Majority.
Transfer of Interest of General Partner. (a) Other than as provided in subsections (b) and (c) below, a General Partner may not transfer all or any part of its Partnership Interest as a General Partner or otherwise withdraw from the Partnership or cease to act as a General Partner unless (i) the Partnership receives an Opinion of Counsel that such transfer would not result in the loss of limited liability of any Limited Partner under the Delaware Act or cause the Partnership to be treated as an association taxable as a corporation for federal income tax purposes, and (ii) if such transfer is a transfer of all of the General Partner's Partnership Interest to a non-Affiliate, a Majority Vote of the Limited Partners is obtained consenting to such transfer.
(b) Neither subsection (a) of this Section 10.02 nor any other provision of this Agreement shall be construed to prevent (and all Partners hereby expressly consent to)
(i) the transfer by a General Partner of its Partnership Interest to an Affiliate, or (ii) the transfer by a General Partner of its Partnership Interest upon its merger or consolidation with or into any other entity or the transfer by it of all or substantially all of its assets to another entity, which Affiliate or other entity is controlled by the General Partner or the stockholders of the General Partner, and the assumption of the rights and duties of the General Partner by such Affiliate or such transferee 35 40 entity, provided that such Affiliate furnishes to the Partnership an Opinion of Counsel that such transfer, merger, consolidation or assumption will not result in a loss of limited liability of any Limited Partner under the Delaware Act or result in the Partnership being treated as an association taxable as a corporation for federal income tax purposes.
(c) Neither Section 10.02(a) nor any other provision of this Agreement shall be construed to prevent (and all Partners hereby expressly consent to) the assignment by a General Partner of all or any part of its interest in items of Partnership income, gains, losses, deductions, credits, distributions or capital.
