Transfer of Limited Partner's Interest. (a) Notwithstanding any other provision of this Agreement but subject to Section 5.3 hereof, a Limited Partner may not and may not cause, permit or suffer to occur, any Transfer of all or a portion of its Limited Partnership Interest in the Partnership (including any direct or indirect beneficial interest therein), directly or indirectly, including without limitation, as a result of any Transfer of such Limited Partner's securities, stock or other ownership interest (including any direct or indirect beneficial interest therein) or any Transfer by any Person directly or indirectly controlling such Limited Partner of its securities, stock or other ownership interest (including any direct or indirect beneficial interest therein), to any Person (unless to an Affiliate that agrees to be bound by this Agreement and the terms hereof pursuant to documents reasonably acceptable to the General Partners) that agrees to be bound by this Agreement and the terms hereof or the following conditions are met:
(i) the General Partners give their unanimous written consent to the Transfer (which consent may be withheld in the sole discretion of each of the General Partners);
(ii) the Regulatory Authority gives its written consent, if necessary, to the Transfer; and
(iii) an instrument of Transfer, and any other documents and opinions, in form and substance satisfactory to all of the General Partners executed by both the transferor and transferee of the Interest or portion thereof shall be delivered to the General Partners and the transferee, shall, if so requested, assume the obligations, if any, of the transferor to the Partnership allocable to the Interests or portion thereof transferred.
(b) No transferee of a Limited Partner's Interest shall become a Substituted Limited Partner unless the transfer shall be made in compliance with clauses (i) through (iii) of Section 7.2(a) hereof and the transferee (1) if any of the General Partners requests, executes a subscription agreement containing representations, warranties and other provisions as such requesting General Partner reasonably deems to be necessary or appropriate under then existing applicable law; (3) each of the General Partners shall give its prior written consent, which consent may be withheld in the sole discretion of any of the General Partners; and (3) the transferring Limited Partner and the transferee shall have executed and acknowledged such other instruments as any of the General Partners may deem reasonably ...
Transfer of Limited Partner's Interest. Except as provided in this Section 15, the only restrictions on the assignment or hypothecation of the Interests of the Limited Partners shall be that the assignor shall first have obtained the written consent of all of the Partners; PROVIDED, HOWEVER, that such consent shall not be unreasonably withheld, conditioned or delayed. Any Limited Partner, however, shall be entitled, without receiving the consent of the other Partners but subject to the provisions of Sections 15.3 and 15.6, to transfer or hypothecate its Interest, without relieving itself of liability hereunder, (i) as security for any financing, (ii) to any of its Affiliates or (iii) in the case of the Sithe Partners, to Exelon Corporation, a Pennsylvania corporation, or any Affiliates of Exelon Corporation; PROVIDED, HOWEVER, that any such transfer does not have the consequence described in clause (i) of the immediately following sentence. Without limiting the rights of the Partners whose consent is required for a proposed transfer by another Partner of its Interest, it shall not be unreasonable for a Partner to withhold its consent if (i) such transfer would result in a termination of the Partnership for federal income tax purposes pursuant to Code Section 708 or (ii) such transfer is proposed to be made to a Person (or an Affiliate thereof) that is an adverse litigant of the Partnership, of any Partner or of any Affiliate of any Partner in any material litigation.
Transfer of Limited Partner's Interest. Except as provided elsewhere in this Agreement, no assignee of the whole or any portion of a Limited Partner's interest in the Partnership who is not already a Partner in the Partnership shall have the right to become a substituted Limited Partner in place of the assignor unless:
(a) The assignor shall designate such intention in the instrument of assignment;
(b) The written consent of the General Partner and each Limited Partner, in each of its sole discretion, to such substitution shall be obtained, which consent may be withheld for any reason;
(c) The instrument of assignment shall be in a form and substance satisfactory to the General Partner;
(d) The assignor and assignee named therein shall execute and acknowledge such other instrument or instruments as the General Partner may deem necessary or desirable to effectuate such admission, including but not limited to an appropriate power of attorney;
(e) The assignee shall accept, adopt and approve in writing all of the terms and provisions of this Agreement as the same may have been amended;
(f) Such assignee shall pay or, at the election of the General Partner, obligate himself to pay all reasonable expenses connected with such admission; and
(g) By such transfer, the assignor does not violate the registration provisions of the Securities Act of 1933, as amended, or the qualification provisions of the Colorado Securities Act or other applicable state securities laws.
Transfer of Limited Partner's Interest. (a) Holdings does hereby sell, grant, convey, transfer, assign, set over and deliver unto the Trust all of its interest in the Partnership (the "Interest"). To have and to hold the Interest, together with all and singular rights, privileges and appurtenances thereto, and anywise belonging or in any way appertaining to Holdings unto the Trust, its successors and assigns, forever.
(b) Holdings hereby represents and warrants that Holdings is the sole owner of legal and beneficial title to all of the Interest and Holdings has made no previous assignment of the Interest.
(c) Pursuant to Section 11.4 of the Partnership Agreement, the General Partner hereby consents to the transfer of the Interest from Holdings to the Trust pursuant to Section 11.3 A of the Partnership Agreement.
(d) The change in limited partnership interests in the Partnership shall become effective as of the date of this Agreement. THESE SECURITIES HAVE BEEN ISSUED OR SOLD IN RELIANCE ON PARAGRAPH (13) OF CODE SECTION 10-5-9 OF THE GEORGIA SECURITIES ACT OF 1973, AND EXEMPTIONS FROM THE SECURITIES ACT OF 1933, AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER SUCH ACTS OR PURSUANT TO AN EFFECTIVE REGISTRATION UNDER SUCH ACTS.
Transfer of Limited Partner's Interest. The Withdrawal of a Limited Partner, the admission of a Limited Partner or the assignment by a Limited Partner of his interests shall not dissolve or terminate the Partnership.
Transfer of Limited Partner's Interest. If any Limited Partner (the “Transferor”) intends to transfer its interest in the Partnership Fund, it shall make a written application to the General Partner. If the General Partner agrees the said transfer, it shall issue a written notice to all Limited Partners, and the other Limited Partners may, within 20 days from the date of such notices, inform the General Partner of their intention to exercise its pre-emptive right over the interest in the Partnership Fund to be transferred in writing. The proportion of the interest to be transferred to the Limited Partners who will exercise their pre-emptive rights shall be determined by the proportion of their actual capital contribution in the Partnership Fund. If none of the Limited Partners express its intention to exercise its pre-emptive right in the said 20 days period, the Transferor may transfer the interest to the proposed transferee. The Partnership Fund was established in September 2020 and commenced operation in accordance with the provisions of the Partnership Agreement. The Company is interested in approximately 7.48% in the Partnership Fund, and the Partnership Fund is not included in the Company’s consolidated financial statement. The Board hereby announces that on 27 October 2023, the Company, the General Partner and the Other Limited Partners entered into the Supplemental Partnership Agreement, pursuant to which the parties agreed to, among others, extend the Investment Period of the Partnership Fund from 3 years to 4 years, and shorten the Exiting Period of the Partnership Fund from 4 years to 3 years, i.e. the total term of the Partnership Fund shall remain unchanged at 7 years. It is also agreed that during the 1-year period of the extended Investment Period, the management fee will be charged in the same manner and rate as the Exiting Period as agreed in the Partnership Agreement, i.e. the management fee shall be calculated based on the aggregate of the investment amount in the unrealized investment project of the Partnership Fund and the contribution proportion of the Limited Partners. Save as above-mentioned amendments in the Supplemental Partnership Agreement, all terms and provisions of the Partnership Agreement remain unchanged.
Transfer of Limited Partner's Interest. A Limited Partner may assign the whole or any part of its economic interest in the Partnership to a legally capable Person who is, or is lawfully empowered to become, a Limited Partner in the Partnership in respect of such interest or such part thereof, only if prior thereto:
(a) The General Partner is satisfied that the assignment will not impair the ability of the Partnership to be taxed as a partnership;
(b) If requested by the General Partner, such Person furnishes an opinion of counsel, satisfactory in form and substance to the Partnership's counsel, to the effect that such assignment will not violate the Federal or any State securities laws;
(c) Such Person represents that he is acquiring the interest for his own account for investment and not with a view to the distribution thereof,
(d) Such Person agrees to comply with the terms of this Agreement and to execute any and all documents that the General Partner may deem necessary in connection with the assignment and substitution;
(e) If requested by the General Partner, each Person furnishes an opinion of counsel satisfactory in form and substance to the Partnership's counsel, that such assignment taken, together with other prior transfers shall not result in a termination of the Partnership for Federal income tax purposes; and
(f) The General Partner consents thereto, which consent can be withheld unreasonably and arbitrarily except for a transfer to a Family Member.
Transfer of Limited Partner's Interest. (a) The Withdrawing Limited Partner does hereby sell, grant, convey, transfer, assign, set over and deliver unto the Substituted Limited Partners all of its interest in the Partnership, including, but not limited to, all rights to distributions and returns of capital (the "Interest"). To have and to hold the Interest, together with all and singular rights, privileges and appurtenances thereto, and anywise belonging or in any way appertaining to the Withdrawing Limited Partner unto the Substituted Limited Partner, its successors and assigns, forever.
(b) The Withdrawing Limited Partner hereby represents and warrants that it is the sole owner of legal and beneficial title to all of the Interest, that it has made no previous assignment of the Interest and that it owns the Interest free and clear of all liens, claims and encumbrances and has full authority to transfer and convey the Interest.
(c) Pursuant to Section 11.4 of the Partnership Agreement, the General Partner hereby consents to the transfer of the Interest from the Withdrawing Limited Partner to the Substituted Limited Partners pursuant to Section 11.3 A of the Partnership Agreement.
(d) The change in limited partnership interests in the Partnership shall become effective as of the date of this Agreement.
Transfer of Limited Partner's Interest. The Limited Partner shall not transfer, sell, encumber, assign or otherwise dispose (a "Transfer") of any portion of his Partnership Interest.
Transfer of Limited Partner's Interest. (a) Subject to any restrictions on transferability required by law or contained elsewhere in this Agreement, a Limited Partner may assign in writing such Limited Partner's Interest, provided that: (i) the assignee of such Interest, at the time of the assignment, meets all of the requirements applicable to the sale of such Interest to an Additional Limited Partner, including, without limitation, becoming a party to the Purchase Agreement and consenting in writing in form satisfactory to the General Partner to be bound by the terms of this Agreement as if such assignee were an Additional Limited Partner;
