Transfer of Partners Interest. (a) No Partner may sell, assign, pledge, gift or otherwise encumber or dispose of all or any portion of that Partner's Interest (including any beneficial interest therein) except as provided in Section 7.1(b) or Section 7.1(c). (b) A Partner may sell, assign, pledge, gift or otherwise encumber or dispose of all or any portion of that Partner's Interest provided the following conditions are met: (i) an instrument of transfer in form and substance satisfactory to the Managing General Partner shall be executed by both the transferor and transferee of the Interest or portion thereof shall be delivered to the Partnership, and the transferee shall, if so requested by the Managing General Partner, assume the obligations, if any, of the transferor to the Partnership allocable to the Interests or portion thereof transferred; (ii) the transferor and the transferee shall execute such other instruments as the Managing General Partner may require; and (iii) such transfer is not to a minor or to a Person under a disability, except that this limitation shall not apply to a transfer in trust for the benefit of a minor or a person under a disability or custodianship under the applicable Uniform Transfer to Minors Act or similar legislation of any state or jurisdiction. (c) A Partner may sell his entire Interest ("SELLING PARTNER") provided the following conditions are met: (i) Having received a bona fide offer therefor (a "THIRD PARTY OFFER"), the Selling Partner shall first give written notice to the other Partners, which notice shall specify the identity of the proposed purchaser and annex thereto an executed copy of the Third Party Offer ("THIRD PARTY OFFER NOTICE"). The other Partners shall then have the right to acquire, in accordance with the provisions of this Section 7.1(c), the entire Interest of such Selling Partner upon the same terms and conditions as are contained in the Third Party Offer. Such right can be exercised by any Partner who desires to purchase the Selling Partner's Interest (a "FIRST REFUSAL PARTNER") by giving notice (a "FIRST REFUSAL NOTICE") to the Selling Partner and the Managing General Partner within fifteen (15) days from the date of the Third Party Offer Notice of the percentage of the Selling Partner's Interest which such First Refusal Partner desires to purchase. If any Partner fails to give notice within said time, such Partner's purchase option shall lapse, his First Refusal Notice shall be null and void and for purposes of such sale he shall not be a First Refusal Partner. (ii) If the First Refusal Notices which are timely collectively request purchases of exactly one hundred percent (100%) of the Selling Partner's Interest, then the Managing General Partner shall, within ten (10) days following the date of expiration of the time for sending First Refusal Notices, send a closing notice to the Selling Partner and the First Refusal Partners which shall specify: (1) the percentage of the Selling Partner's Interest to be purchased by each First Refusal Partner, as set forth in the First Refusal Notices and (2) the date of the closing for the purchase of the Selling Partner's Interest, which date shall be determined by the Managing General Partner in accordance with Section 7.1(c)(iv). (iii) If the First Refusal Notices which are timely collectively request purchases of more than one hundred percent (100%) of the Selling Partner's Interest, then the percentage of the Selling Partner's Interest to be purchased by each of the First Refusal Partners shall be reduced from the percentage set forth in his First Refusal Notice on a pro rata basis in accordance with the percentage of the Selling Partner's Interest specified in the respective First Refusal Notices of the First Refusal Partners such that the total percentage of the Selling Partner's Interest that all First Refusal Partners are purchasing is equal to one hundred percent (100%). The Managing General Partner shall determine the percentage of the Selling Partner's Interest which each First Refusal Partner shall purchase in accordance with the preceding sentence, which determination shall be deemed correct absent manifest error. The Managing General Partner shall, within ten (10) days following the date of expiration of the time for sending First Refusal Notices, send a closing notice to the Selling Partner and the First Refusal Partners which shall specify: (1) the percentage of the Selling Partner's Interest to be purchased by each First Refusal Partner, as determined in accordance with this Section 7.1(c)(iii) and (2) the date and place of the closing for the purchase of the Selling Partner's Interest, as determined in accordance with Section 7.1(c)(iv). (iv) Closing for the transfer of the Selling Partner's Interest shall take place: (1) at the principal place of business of the Partnership or such other place as the Managing General Partner shall select and (2) on such date as the Managing General Partner shall select and specify in the closing notice sent pursuant to Section 7.1(c)(ii) or Section 7.1(c)(iii), as appropriate, which date shall be within 20 days after such closing notice is given. (v) If the First Refusal Notices which are timely collectively request purchases of less than one hundred percent (100%) of the Selling Partner's Interest, then the Managing General Partner shall notify the Selling Partner and the First Refusal Partners thereof and the Selling Partner shall be free for a period of 60 days from the date of such notice from the Managing General Partner to sell the Selling Partner's Interest to the party which made the Third Party Offer provided such sale is effected strictly in accordance with the terms and conditions as set forth in the Third Party Offer; and, further provided, that the transferee is sui juris and mentally competent and that such sale is not prohibited by law. (d) Any purported transfer of an Interest which is not made in compliance with this Agreement shall be null and void and of no force or effect whatsoever. (e) No transferee of an Interest pursuant to Section 7.1(b) or Section 7.1(c) or otherwise shall become a Substituted Limited Partner unless: (1) the transfer is made in compliance with either Section 7.1(b) or Section 7.1(c); (2) the transferee accepts, adopts and approves all of the terms and provisions of this Agreement as evidenced by its execution of a counterpart signature page to this Agreement; (3) in the case of a transfer pursuant to Section 7.1(b) only, all of the Partners give their prior written consent, which consent may be withheld by any Partner in his sole discretion; and (4) the transferring Partner and the transferee execute and acknowledge such other instruments as the Managing General Partner may deem reasonably necessary or appropriate. (f) Anything herein to the contrary notwithstanding, until such time as the transferee of an Interest has been admitted to the Partnership as a Substi tuted Limited Partner or the Managing General Partner has determined that the requirements of Section 7.1(b) or Section 7.1(c) for transfer of an Interest have been satisfied, both the Partnership and the General Partners shall be entitled to treat the transferor of such Interest as the absolute owner thereof in all respects. (g) In the event of the transfer of a Partner's Interest at any time other than the end of the Partnership's Fiscal Year, the distributive shares of the various items of Partnership income, gain, loss, deduction and credit as computed for tax purposes shall be allocated between the transferor and the transferee pursuant to any permissible method agreed upon by the transferor and transferee.
Appears in 1 contract
Samples: Limited Partnership Agreement (Media Equities International LLC)
Transfer of Partners Interest. (a) No Partner may sell, assign, pledge, gift or otherwise encumber or dispose of all or any portion of that Partner's Interest (including any beneficial interest therein) except Except as provided in this Section 7.1(b) 6.4, no Partner may Transfer all or Section 7.1(cpart of such Partner’s Partnership Interest without the prior approval of the General Partner, which approval may be given or withheld in the sole discretion of the General Partner (as applicable), except that each Partner may Transfer all or a portion of such Partner’s Units to any Permitted Transferee of such Partner without the prior written consent of the General Partner (subject to compliance with this Agreement).
(b) A Partner Notwithstanding any provision hereof to the contrary, no Transfer of an interest in the Partnership may sellbe made if such Transfer would:
(i) violate any federal, assignstate and other applicable laws, pledgeincluding any federal, gift state and other securities laws applicable to the Partnership and the Units;
(ii) cause the Partnership to become subject to the registration requirements of the Investment Company Act, the Exchange Act or otherwise encumber any other securities laws of any jurisdiction;
(iii) cause the Partnership to become a “publicly-traded partnership”, as such term is defined in Sections 469(k)(2) or dispose 7704 of the Code;
(iv) require the registration of such Units pursuant to any applicable securities laws of any jurisdiction;
(v) violate any provision of this Agreement; or
(vi) cause (i) all or any portion of that Partner's Interest provided the following conditions are met:
assets of the Partnership (iA) an instrument to constitute “plan assets” (for purposes of transfer in form and substance satisfactory Title I of ERISA, Section 4975 of the Code or the applicable provisions of any Similar Law) of any existing or prospective Partner or (B) to be subject to the Managing General Partner shall be executed by both the transferor and transferee provisions of Title I of ERISA, Section 4975 of the Interest Code or portion thereof shall be delivered to the Partnership, and the transferee shall, if so requested by the Managing General Partner, assume the obligations, if any, of the transferor to the Partnership allocable to the Interests any applicable Similar Law or portion thereof transferred;
(ii) the transferor and the transferee shall execute such other instruments as the Managing General Partner may require; and
(iii) such transfer is not to become a minor fiduciary with respect to any existing or prospective Partner, pursuant to a Person under a disability, except that this limitation shall not apply to a transfer in trust for the benefit of a minor ERISA or a person under a disability or custodianship under the applicable Uniform Transfer to Minors Act or similar legislation provisions of any state Similar Law or jurisdictionotherwise.
(c) A For the avoidance of doubt, the Blackstone Limited Partner may sell his entire make any indirect Transfer of its Partnership Interest ("SELLING PARTNER") provided the following conditions are met:
(i) Having received i.e., a bona fide offer therefor (Transfer of a "THIRD PARTY OFFER"), the Selling Partner shall first give written notice to the other Partners, which notice shall specify the identity direct or indirect interest in an investment fund managed or Controlled by an Affiliate of the proposed purchaser Blackstone Limited Partner) (x) to and annex thereto an executed copy among the members or partners of the Third Party Offer ("THIRD PARTY OFFER NOTICE"). The other Partners shall then have the right to acquire, in accordance with the provisions of this Section 7.1(c), the entire Interest of such Selling Partner upon the same terms and conditions as are contained in the Third Party Offer. Such right can be exercised by any Partner who desires to purchase the Selling Partner's Interest (a "FIRST REFUSAL PARTNER") by giving notice (a "FIRST REFUSAL NOTICE") to the Selling Blackstone Limited Partner and the Managing members, partners and securityholders of such members or partners and (y) any other Person so long as such Partnership Interest, and the issuer of such indirect interests, continue to be Controlled by the Blackstone Anchor (or their respective Affiliates).
(d) Notwithstanding anything otherwise to the contrary in this Section 6.4, each Partner may Transfer Vested Common Units in Exchange Transactions that are vested as of the date of such Exchange Transaction (including any Vested Common Units received in an Incentive Unit Exchange on or prior to the date of such Exchange Transaction) pursuant to, and in accordance with, the Exchange Agreement; provided that in the case of any Partners other than a Principal Stockholder Party, such Exchange Transaction shall be effected in compliance with reasonable policies that the General Partner within fifteen may adopt or promulgate from time to time (15including policies requiring the use of designated administrators or brokers) in its sole discretion.
(e) Notwithstanding anything otherwise to the contrary in this Section 6.4, each Incentive Limited Partner shall be entitled from and after one hundred eighty (180) days from following the consummation of the date of the Third Party Offer Notice closing of the percentage IPO (or, if earlier, at any time, as may be determined by the General Partner, if the General Partner determines, in its sole discretion, that there is an available exemption to the registration requirements of the Selling Securities Act or other applicable law or a registration statement is then in effect with respect to such issuance and subsequent transfer by such Incentive Limited Partner's Interest ), upon the terms and subject to the conditions hereof, to surrender Incentive Units that are Vested Units (such units, “Exchanged Incentive Units”) to the Partnership, in exchange for the delivery to such Incentive Limited Partner a number of Common Units that is equal to the product of the number of Exchanged Incentive Units surrendered multiplied by the Incentive Unit Exchange Rate (such exchange, an “Incentive Unit Exchange”), which newly issued Common Units may be exchanged in an Exchange Transaction pursuant to and in accordance with Section 6.4(d). In the case of any Partners other than a Principal Stockholder Party, any such First Refusal Partner desires to purchase. If any Partner fails to give notice within said time, such Partner's purchase option shall lapse, his First Refusal Notice Incentive Unit Exchange shall be null effected in compliance with reasonable policies that the General Partner may adopt or promulgate from time to time in its sole discretion. In addition, notwithstanding anything otherwise to the contrary herein, on February [_], 2028, all outstanding Incentive Units shall automatically be exchanged for a number of Common Units that is equal to the product of the number of Exchanged Incentive Units surrendered multiplied by the Incentive Unit Exchange Rate, which newly issued Common Units may be exchanged in an Exchange Transaction pursuant to and void and for purposes of such sale he shall not be a First Refusal Partnerin accordance with Section 6.4(d).
(iif) If the First Refusal Notices which are timely collectively request purchases of exactly one hundred percent (100%) of the Selling Partner's Interest, then the Managing The General Partner shallmay in its sole discretion at any time and from time to time, within ten without the consent of any Partner or other Person, (10i) days following the date of expiration of cause to be Transferred in an Exchange Transaction any and all Common Units (including Common Units received in an Incentive Unit Exchange), except for Common Units held by any Person that is a Principal Stockholder Party at the time for sending First Refusal Notices, send in question and/or in which a closing notice to Person that is a Principal Stockholder Party at the Selling Partner and the First Refusal Partners which shall specify: (1) the percentage of the Selling Partner's Interest to be purchased by each First Refusal Partner, time in question has an indirect interest as set forth in the First Refusal Notices books and (2) the date of the closing for the purchase of the Selling Partner's Interest, which date shall be determined by the Managing General Partner in accordance with Section 7.1(c)(iv).
(iii) If the First Refusal Notices which are timely collectively request purchases of more than one hundred percent (100%) of the Selling Partner's Interest, then the percentage of the Selling Partner's Interest to be purchased by each of the First Refusal Partners shall be reduced from the percentage set forth in his First Refusal Notice on a pro rata basis in accordance with the percentage of the Selling Partner's Interest specified in the respective First Refusal Notices of the First Refusal Partners such that the total percentage of the Selling Partner's Interest that all First Refusal Partners are purchasing is equal to one hundred percent (100%). The Managing General Partner shall determine the percentage of the Selling Partner's Interest which each First Refusal Partner shall purchase in accordance with the preceding sentence, which determination shall be deemed correct absent manifest error. The Managing General Partner shall, within ten (10) days following the date of expiration of the time for sending First Refusal Notices, send a closing notice to the Selling Partner and the First Refusal Partners which shall specify: (1) the percentage of the Selling Partner's Interest to be purchased by each First Refusal Partner, as determined in accordance with this Section 7.1(c)(iii) and (2) the date and place of the closing for the purchase of the Selling Partner's Interest, as determined in accordance with Section 7.1(c)(iv).
(iv) Closing for the transfer of the Selling Partner's Interest shall take place: (1) at the principal place of business records of the Partnership or such other place as Principal Stockholder Party or (ii) cause to be Transferred in an Incentive Unit Exchange any and all Incentive Units, except for Incentive Units held by any Person that is a Principal Stockholder Party at the Managing General Partner shall select and (2) on such date as time in question and/or in which a Person that is a Principal Stockholder Party at the Managing General Partner shall select and specify time in the closing notice sent pursuant to Section 7.1(c)(ii) or Section 7.1(c)(iii), as appropriate, which date shall be within 20 days after such closing notice is given.
(v) If the First Refusal Notices which are timely collectively request purchases of less than one hundred percent (100%) of the Selling Partner's Interest, then the Managing General Partner shall notify the Selling Partner and the First Refusal Partners thereof and the Selling Partner shall be free for a period of 60 days from the date of such notice from the Managing General Partner to sell the Selling Partner's Interest to the party which made the Third Party Offer provided such sale is effected strictly in accordance with the terms and conditions question has an indirect interest as set forth in the Third books and records of the Partnership or Principal Stockholder Party. Any such determinations by the General Partner need not be uniform and may be made selectively among Partners, whether or not such Partners are similarly situated. In addition, the General Partner may, with the consent of each Principal Stockholder Party Offerand the consent of Partners holding at least 66 2/3% of the outstanding Common Units, require all Partners to Transfer in an Exchange Transaction all Common Units held by them; and, further provided, provided that the transferee is sui juris and mentally competent and that prior written consent of each Principal Stockholder Party affected by any such sale is not prohibited by lawproposed Transfer will be required.
(dg) Any purported transfer Transfer of an Interest which is not made Units other than in compliance accordance with this Agreement shall be null and void and of no force or effect whatsoever.
(e) No transferee of an Interest pursuant to Section 7.1(b) or Section 7.1(c) or otherwise shall become a Substituted Limited Partner unless: (1) the transfer is made in compliance with either Section 7.1(b) or Section 7.1(c); (2) the transferee acceptsvoid, adopts and approves all of the terms and provisions of this Agreement as evidenced by its execution of a counterpart signature page to this Agreement; (3) in the case of a transfer pursuant to Section 7.1(b) only, all of the Partners give their prior written consent, which consent may be withheld by any Partner in his sole discretion; and (4) the transferring Partner and the transferee execute Partnership shall refuse to recognize any such Transfer for any purpose and acknowledge such other instruments as the Managing General Partner may deem reasonably necessary or appropriate.
(f) Anything herein to the contrary notwithstanding, until such time as the transferee shall not reflect in its records any change in record ownership of an Interest has been admitted to the Partnership as a Substi tuted Limited Partner or the Managing General Partner has determined that the requirements of Section 7.1(b) or Section 7.1(c) for transfer of an Interest have been satisfied, both the Partnership and the General Partners shall be entitled to treat the transferor of such Interest as the absolute owner thereof in all respects.
(g) In the event of the transfer of a Partner's Interest at any time other than the end of the Partnership's Fiscal Year, the distributive shares of the various items of Partnership income, gain, loss, deduction and credit as computed for tax purposes shall be allocated between the transferor and the transferee Units pursuant to any permissible method agreed upon by the transferor and transfereesuch Transfer.
Appears in 1 contract
Transfer of Partners Interest. (a) No Partner may sell, assign, pledge, gift or otherwise encumber or dispose of all or any portion of that Partner's Interest (including any beneficial interest therein) except Except as provided in this Section 7.1(b) 6.4, no Partner may Transfer all or Section 7.1(cpart of such Partner’s Partnership Interest without the prior approval of the General Partner, which approval may be given or withheld in the sole discretion of the General Partner (as applicable), except that each Partner may Transfer all or a portion of such Partner’s Units to any Permitted Transferee of such Partner without the prior written consent of the General Partner (subject to compliance with this Agreement).
(b) A Partner Notwithstanding any provision hereof to the contrary, no Transfer of an interest in the Partnership may sellbe made if such Transfer would:
(i) violate any federal, assignstate and other applicable laws, pledgeincluding any federal, gift state and other securities laws applicable to the Partnership and the Units;
(ii) cause the Partnership to become subject to the registration requirements of the Investment Company Act, the Exchange Act or otherwise encumber any other securities laws of any jurisdiction;
(iii) cause the Partnership to become a “publicly-traded partnership”, as such term is defined in Sections 469(k)(2) or dispose 7704 of the Code;
(iv) require the registration of such Units pursuant to any applicable securities laws of any jurisdiction;
(v) violate any provision of this Agreement; or
(vi) cause (i) all or any portion of that Partner's Interest provided the following conditions are met:
assets of the Partnership (iA) an instrument to constitute “plan assets” (for purposes of transfer in form and substance satisfactory Title I of ERISA, Section 4975 of the Code or the applicable provisions of any Similar Law) of any existing or prospective Partner or (B) to be subject to the Managing General Partner shall be executed by both the transferor and transferee provisions of Title I of ERISA, Section 4975 of the Interest Code or portion thereof shall be delivered to the Partnership, and the transferee shall, if so requested by the Managing General Partner, assume the obligations, if any, of the transferor to the Partnership allocable to the Interests any applicable Similar Law or portion thereof transferred;
(ii) the transferor and the transferee shall execute such other instruments as the Managing General Partner may require; and
(iii) such transfer is not to become a minor fiduciary with respect to any existing or prospective Partner, pursuant to a Person under a disability, except that this limitation shall not apply to a transfer in trust for the benefit of a minor ERISA or a person under a disability or custodianship under the applicable Uniform Transfer to Minors Act or similar legislation provisions of any state Similar Law or jurisdictionotherwise.
(c) A For the avoidance of doubt, the Blackstone Limited Partner may sell his entire make any indirect Transfer of its Partnership Interest ("SELLING PARTNER") provided the following conditions are met:
(i) Having received i.e., a bona fide offer therefor (Transfer of a "THIRD PARTY OFFER"), the Selling Partner shall first give written notice to the other Partners, which notice shall specify the identity direct or indirect interest in an investment fund managed or Controlled by an Affiliate of the proposed purchaser Blackstone Limited Partner) (x) to and annex thereto an executed copy among the members or partners of the Third Party Offer ("THIRD PARTY OFFER NOTICE"). The other Partners shall then have the right to acquire, in accordance with the provisions of this Section 7.1(c), the entire Interest of such Selling Partner upon the same terms and conditions as are contained in the Third Party Offer. Such right can be exercised by any Partner who desires to purchase the Selling Partner's Interest (a "FIRST REFUSAL PARTNER") by giving notice (a "FIRST REFUSAL NOTICE") to the Selling Blackstone Limited Partner and the Managing members, partners and securityholders of such members or partners and (y) any other Person so long as such Partnership Interest, and the issuer of such indirect interests, continue to be Controlled by the Blackstone Anchor (or their respective Affiliates).
(d) Notwithstanding anything otherwise to the contrary in this Section 6.4, each Partner may Transfer Vested Common Units in Exchange Transactions that are vested as of the date of such Exchange Transaction (including any Vested Common Units received in an Incentive Unit Exchange on or prior to the date of such Exchange Transaction) pursuant to, and in accordance with, the Exchange Agreement; provided that in the case of any Partners other than a Principal Stockholder Party, such Exchange Transaction shall be effected in compliance with reasonable policies that the General Partner within fifteen may adopt or promulgate from time to time (15including policies requiring the use of designated administrators or brokers) in its sole discretion.
(e) Notwithstanding anything otherwise to the contrary in this Section 6.4, each Incentive Limited Partner shall be entitled from and after one hundred eighty (180) days from following the consummation of the date of the Third Party Offer Notice closing of the percentage IPO (or, if earlier, at any time, as may be determined by the General Partner, if the General Partner determines, in its sole discretion, that there is an available exemption to the registration requirements of the Selling Securities Act or other applicable law or a registration statement is then in effect with respect to such issuance and subsequent transfer by such Incentive Limited Partner's Interest ), upon the terms and subject to the conditions hereof, to surrender Incentive Units that are Vested Units (such units, “Exchanged Incentive Units”) to the Partnership, in exchange for the delivery to such Incentive Limited Partner a number of Common Units that is equal to the product of the number of Exchanged Incentive Units surrendered multiplied by the Incentive Unit Exchange Rate (such exchange, an “Incentive Unit Exchange”), which newly issued Common Units may be exchanged in an Exchange Transaction pursuant to and in accordance with Section 6.4(d). In the case of any Partners other than a Principal Stockholder Party, any such First Refusal Partner desires to purchase. If any Partner fails to give notice within said time, such Partner's purchase option shall lapse, his First Refusal Notice Incentive Unit Exchange shall be null effected in compliance with reasonable policies that the General Partner may adopt or promulgate from time to time in its sole discretion. In addition, notwithstanding anything otherwise to the contrary herein, on February 10, 2028, all outstanding Incentive Units shall automatically be exchanged for a number of Common Units that is equal to the product of the number of Exchanged Incentive Units surrendered multiplied by the Incentive Unit Exchange Rate, which newly issued Common Units may be exchanged in an Exchange Transaction pursuant to and void and for purposes of such sale he shall not be a First Refusal Partnerin accordance with Section 6.4(d).
(iif) If the First Refusal Notices which are timely collectively request purchases of exactly one hundred percent (100%) of the Selling Partner's Interest, then the Managing The General Partner shallmay in its sole discretion at any time and from time to time, within ten without the consent of any Partner or other Person, (10i) days following the date of expiration of cause to be Transferred in an Exchange Transaction any and all Common Units (including Common Units received in an Incentive Unit Exchange), except for Common Units held by any Person that is a Principal Stockholder Party at the time for sending First Refusal Notices, send in question and/or in which a closing notice to Person that is a Principal Stockholder Party at the Selling Partner and the First Refusal Partners which shall specify: (1) the percentage of the Selling Partner's Interest to be purchased by each First Refusal Partner, time in question has an indirect interest as set forth in the First Refusal Notices books and (2) the date of the closing for the purchase of the Selling Partner's Interest, which date shall be determined by the Managing General Partner in accordance with Section 7.1(c)(iv).
(iii) If the First Refusal Notices which are timely collectively request purchases of more than one hundred percent (100%) of the Selling Partner's Interest, then the percentage of the Selling Partner's Interest to be purchased by each of the First Refusal Partners shall be reduced from the percentage set forth in his First Refusal Notice on a pro rata basis in accordance with the percentage of the Selling Partner's Interest specified in the respective First Refusal Notices of the First Refusal Partners such that the total percentage of the Selling Partner's Interest that all First Refusal Partners are purchasing is equal to one hundred percent (100%). The Managing General Partner shall determine the percentage of the Selling Partner's Interest which each First Refusal Partner shall purchase in accordance with the preceding sentence, which determination shall be deemed correct absent manifest error. The Managing General Partner shall, within ten (10) days following the date of expiration of the time for sending First Refusal Notices, send a closing notice to the Selling Partner and the First Refusal Partners which shall specify: (1) the percentage of the Selling Partner's Interest to be purchased by each First Refusal Partner, as determined in accordance with this Section 7.1(c)(iii) and (2) the date and place of the closing for the purchase of the Selling Partner's Interest, as determined in accordance with Section 7.1(c)(iv).
(iv) Closing for the transfer of the Selling Partner's Interest shall take place: (1) at the principal place of business records of the Partnership or such other place as Principal Stockholder Party or (ii) cause to be Transferred in an Incentive Unit Exchange any and all Incentive Units, except for Incentive Units held by any Person that is a Principal Stockholder Party at the Managing General Partner shall select and (2) on such date as time in question and/or in which a Person that is a Principal Stockholder Party at the Managing General Partner shall select and specify time in the closing notice sent pursuant to Section 7.1(c)(ii) or Section 7.1(c)(iii), as appropriate, which date shall be within 20 days after such closing notice is given.
(v) If the First Refusal Notices which are timely collectively request purchases of less than one hundred percent (100%) of the Selling Partner's Interest, then the Managing General Partner shall notify the Selling Partner and the First Refusal Partners thereof and the Selling Partner shall be free for a period of 60 days from the date of such notice from the Managing General Partner to sell the Selling Partner's Interest to the party which made the Third Party Offer provided such sale is effected strictly in accordance with the terms and conditions question has an indirect interest as set forth in the Third books and records of the Partnership or Principal Stockholder Party. Any such determinations by the General Partner need not be uniform and may be made selectively among Partners, whether or not such Partners are similarly situated. In addition, the General Partner may, with the consent of each Principal Stockholder Party Offerand the consent of Partners holding at least 66 2/3% of the outstanding Common Units, require all Partners to Transfer in an Exchange Transaction all Common Units held by them; and, further provided, provided that the transferee is sui juris and mentally competent and that prior written consent of each Principal Stockholder Party affected by any such sale is not prohibited by lawproposed Transfer will be required.
(dg) Any purported transfer Transfer of an Interest which is not made Units other than in compliance accordance with this Agreement shall be null and void and of no force or effect whatsoever.
(e) No transferee of an Interest pursuant to Section 7.1(b) or Section 7.1(c) or otherwise shall become a Substituted Limited Partner unless: (1) the transfer is made in compliance with either Section 7.1(b) or Section 7.1(c); (2) the transferee acceptsvoid, adopts and approves all of the terms and provisions of this Agreement as evidenced by its execution of a counterpart signature page to this Agreement; (3) in the case of a transfer pursuant to Section 7.1(b) only, all of the Partners give their prior written consent, which consent may be withheld by any Partner in his sole discretion; and (4) the transferring Partner and the transferee execute Partnership shall refuse to recognize any such Transfer for any purpose and acknowledge such other instruments as the Managing General Partner may deem reasonably necessary or appropriate.
(f) Anything herein to the contrary notwithstanding, until such time as the transferee shall not reflect in its records any change in record ownership of an Interest has been admitted to the Partnership as a Substi tuted Limited Partner or the Managing General Partner has determined that the requirements of Section 7.1(b) or Section 7.1(c) for transfer of an Interest have been satisfied, both the Partnership and the General Partners shall be entitled to treat the transferor of such Interest as the absolute owner thereof in all respects.
(g) In the event of the transfer of a Partner's Interest at any time other than the end of the Partnership's Fiscal Year, the distributive shares of the various items of Partnership income, gain, loss, deduction and credit as computed for tax purposes shall be allocated between the transferor and the transferee Units pursuant to any permissible method agreed upon by the transferor and transfereesuch Transfer.
Appears in 1 contract
Transfer of Partners Interest. (a) No Partner may sell, assign, pledge, gift or otherwise encumber or dispose of all or any portion of that Partner's Interest (including any beneficial interest therein) except as provided in Section 7.1(b) or Section 7.1(c).
(b) A Partner may sell, assign, pledge, gift or otherwise encumber or dispose of all or any portion of that Partner's Interest provided the following conditions are met:
(i) an instrument of transfer in form and substance satisfactory to the Managing General Partner shall be executed by both the transferor and transferee of the Interest or portion thereof shall be and delivered to the Partnership, and the transferee shall, if so requested by the Managing General Partner, assume the obligations, if any, of the transferor to the Partnership allocable to the Interests or portion thereof transferred;
(ii) the transferor and the transferee shall execute such other instruments as the Managing General Partner may require; and
(iii) such transfer is not to a minor or to a Person under a disability, except that this limitation shall not apply to a transfer in trust for the benefit of a minor or a person under a disability or custodianship under the applicable Uniform Transfer to Minors Act or similar legislation of any state or jurisdiction.
(c) A Partner may sell his entire Interest ("SELLING PARTNER") provided the following conditions are met:
(i) Having received a bona fide offer therefor (a "THIRD PARTY OFFER"), the Selling Partner shall first give written notice to the other Partners, which notice shall specify the identity of the proposed purchaser and annex thereto an executed copy of the Third Party Offer ("THIRD PARTY OFFER NOTICE"). The other Partners shall then have the right to acquire, in accordance with the provisions of this Section 7.1(c), the entire Interest of such Selling Partner upon the same terms and conditions as are contained in the Third Party Offer. Such right can be exercised by any Partner who desires to purchase the Selling Partner's Interest (a "FIRST REFUSAL PARTNER") by giving notice (a "FIRST REFUSAL NOTICE") to the Selling Partner and the Managing General Partner within fifteen (15) days from the date of the Third Party Offer Notice of the percentage of the Selling Partner's Interest which such First Refusal Partner desires to purchase. If any Partner fails to give notice within said time, such Partner's purchase option shall lapse, his First Refusal Notice shall be null and void and for purposes of such sale he shall not be a First Refusal Partner.
(ii) If the First Refusal Notices which are timely collectively request purchases of exactly one hundred percent (100%) of the Selling Partner's Interest, then the Managing General Partner shall, within ten (10) days following the date of expiration of the time for sending First Refusal Notices, send a closing notice to the Selling Partner and the First Refusal Partners which shall specify: (1) the percentage of the Selling Partner's Interest to be purchased by each First Refusal Partner, as set forth in the First Refusal Notices and (2) the date of the closing for the purchase of the Selling Partner's Interest, which date shall be determined by the Managing General Partner in accordance with Section 7.1(c)(iv).
(iii) If the First Refusal Notices which are timely collectively request purchases of more than one hundred percent (100%) of the Selling Partner's Interest, then the percentage of the Selling Partner's Interest to be purchased by each of the First Refusal Partners shall be reduced from the percentage set forth in his First Refusal Notice on a pro rata basis in accordance with the percentage of the Selling Partner's Interest specified in the respective First Refusal Notices of the First Refusal Partners such that the total percentage of the Selling Partner's Interest that all First Refusal Partners are purchasing is equal to one hundred percent (100%). The Managing General Partner shall determine the percentage of the Selling Partner's Interest which each First Refusal Partner shall purchase in accordance with the preceding sentence, which determination shall be deemed correct absent manifest error. The Managing General Partner shall, within ten (10) days following the date of expiration of the time for sending First Refusal Notices, send a closing notice to the Selling Partner and the First Refusal Partners which shall specify: (1) the percentage of the Selling Partner's Interest to be purchased by each First Refusal Partner, as determined in accordance with this Section 7.1(c)(iii) and (2) the date and place of the closing for the purchase of the Selling Partner's Interest, as determined in accordance with Section 7.1(c)(iv).
(iv) Closing for the transfer of the Selling Partner's Interest shall take place: (1) at the principal place of business of the Partnership or such other place as the Managing General Partner shall select and (2) on such date as the Managing General Partner shall select and specify in the closing notice sent pursuant to Section 7.1(c)(ii) or Section 7.1(c)(iii), as appropriate, which date shall be within 20 days after such closing notice is given.
(v) If the First Refusal Notices which are timely collectively request purchases of less than one hundred percent (100%) of the Selling Partner's Interest, then the Managing General Partner shall notify the Selling Partner and the First Refusal Partners thereof and the Selling Partner shall be free for a period of 60 days from the date of such notice from the Managing General Partner to sell the Selling Partner's Interest to the party which made the Third Party Offer provided such sale is effected strictly in accordance with the terms and conditions as set forth in the Third Party Offer; and, further provided, that the transferee is sui juris SUI JURIS and mentally competent and that such sale is not prohibited by law.
(d) Any purported transfer of an Interest which is not made in compliance with this Agreement shall be null and void and of no force or effect whatsoever.
(e) No transferee of an Interest pursuant to Section 7.1(b) or Section 7.1(c) or otherwise shall become a Substituted Limited Partner unless: (1) the transfer is made in compliance with either Section 7.1(b) or Section 7.1(c); (2) the transferee accepts, adopts and approves all of the terms and provisions of this Agreement as evidenced by its execution of a counterpart signature page to this Agreement; (3) in the case of a transfer pursuant to Section 7.1(b) only, all of the Partners give their prior written consent, which consent may be withheld by any Partner in his sole discretion; and (4) the transferring Partner and the transferee execute and acknowledge such other instruments as the Managing General Partner may deem reasonably necessary or appropriate.
(f) Anything herein to the contrary notwithstanding, until such time as the transferee of an Interest has been admitted to the Partnership as a Substi tuted Substituted Limited Partner or the Managing General Partner has determined that the requirements of Section 7.1(b) or Section 7.1(c) for transfer of an Interest have been satisfied, both the Partnership and the General Partners shall be entitled to treat the transferor of such Interest as the absolute owner thereof in all respects.
(g) In the event of the transfer of a Partner's Interest at any time other than the end of the Partnership's Fiscal Year, the distributive shares of the various items of Partnership income, gain, loss, deduction and credit as computed for tax purposes shall be allocated between the transferor and the transferee pursuant to any permissible method agreed upon by the transferor and transferee.
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Samples: Limited Partnership Agreement (Media Equities International LLC)
