Transfer of Interests in Partnership Sample Clauses

Transfer of Interests in Partnership a. Restrictions on Transfers. No General Partner may assign, mortgage, pledge, sell or otherwise transfer that General Partner's interest as General Partner in the Limited Partnership without the consent of a majority in interest of all other General Partners and the consent of a majority in interest of all of the Limited Partners. The whole or any portion of the interest of a Limited Partner may be disposed of, provided that: Any disposition is not made to any person who is incompetent or has not attained the age of majority, or to any person not lawfully empowered to own such interest; Any disposition is made with the consent of the General Partner(s), none of whom is obligated under any circumstances to give consent. The Limited Partner who makes the disposition and the person receiving the disposition will execute and deliver to the General Partner(s) all instruments necessary in connection with the disposition as are in a form satisfactory to the General Partner(s). A disposition is not effective if it would result in either a termination of the Limited Partnership for purposes of federal income taxation unless the disposition is given consent by a majority in interest of the Partners, or a violation of any federal or state securities law. The General Partner(s) may, but are not obligated to, acquire interests in the Limited Partnership from any willing Limited Partner.
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Transfer of Interests in Partnership a. Restrictions on Transfers. 1) The General Partner, during the term of the Limited Partnership, shall not assign, mortgage, pledge, sell or otherwise transfer its interest as General Partner in the Limited Partnership without the consent of a majority in interest of all voting members of the General Partner and the consent of a majority in interest of all of the Limited Partners. 2) The whole or any portion of the interest of a Limited Partner may be disposed of, provided that: (a) Any disposition is not made to any person who is incompetent or has not attained the age of majority, or to any person not lawfully empowered to own such interest; (b) Any disposition is made with the consent of the General Partner, which/who is not obligated under any circumstances to give consent; (c) The Limited Partner who makes the disposition and the person receiving the disposition will execute and deliver to the General Partner all instruments necessary in connection with the disposition, and as are in a form satisfactory to the General Partner. 3) A disposition under this part shall not be effective, and shall be rendered null and void, if same would result in either a termination of the Limited Partnership for purposes of federal income taxation, unless the disposition is given consent by the General Partners, or if same is in violation of any federal or state law. 4) The General Partner(s) may, but are not obligated to, acquire interests in the Limited Partnership from any willing Limited Partner. c. Prior to expiration of the term of the Limited Partnership set forth in Paragraph 2 above, and in the event that the General Partner elects to acquire the interest(s) of any Limited Partner from the Limited Partnership, the General Partner shall immediately cause the buyout such Limited Partner's withdrawn shares. If the withdrawn shares remain unpurchased after thirty
Sample 1

Related to Transfer of Interests in Partnership

  • 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.

  • 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. (b) To the fullest extent permitted by law, any purported transfer of any Membership Interest in violation of the provisions of this LLC Agreement shall be wholly void and shall not effectuate the transfer contemplated thereby. Notwithstanding anything contained herein to the contrary and to the fullest extent permitted by law, the Member may not transfer any Membership Interest in violation of any provision of this LLC Agreement or in violation of any applicable federal or state securities laws.

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