TRANSFER OF PARTNERSHIP. Seller shall deliver to buyer at the time of signing of this Agreement properly endorsed partnership document(s) transferring the ownership of HLP to buyer. Buyer upon receipt of said document(s) shall instruct it's stock transfer agent and registrar to issue to seller ten thousand (10,000) shares of Buyers one hundred dollar ($100.) fixed interest 6% non-cumulative, non-voting, convertible preferred shares, convertible into one million (1,000,000) shares of Buyers common stock.
TRANSFER OF PARTNERSHIP. 27 9.1 Transfer..............................................................................27 9.2 Transfers by the General Partner or the REIT..........................................27 9.3
TRANSFER OF PARTNERSHIP. Interest Other Than to a Wholly Owned Affiliates. Subject to the terms of this Section 10.3, from and after the earlier of (i) July 25, 1999 and (ii) the third anniversary of the Phase II Contribution Date, any Partner may transfer ownership of all or, prior to July 25, 2004, any portion of the Partnership Interest of such Partner to any Person; provided that prior to the Phase II Contribution Date, a Partner may transfer all or any portion of its Partnership Interest only as part of a transfer of all of its Wireless Assets.
(a) In the event that any Partner has received a bona fide written offer, which such Partner (the "Transferring Partner") is willing to accept, to sell all or any portion of its interest in the Partnership or all of its Wireless Assets, as the case may be (the "Transferred Interest"), to any Person who is financially and professionally qualified to carry out the terms and intent of this Agreement, the Transferring Partner shall deliver a written notice (the "Transfer Notice") to each of the other Partners other than any Partner who is a member of the Group of the Transferring Partner (the "Non-Transferring Partners") stating its intent to sell the Transferred Interest. The Transfer Notice shall (i) specify the purchase price for the Transferred Interest, (ii) identify the proposed purchaser of the Transferred Interest (iii) specify the date scheduled for the transfer (which date shall not be less than 120 days from the date the Transfer Notice is delivered) and (iv) contain a statement that the offer has been accepted pending compliance with the right of first refusal set forth herein and receipt of required regulatory and other approvals, and shall have attached thereto a copy of the written offer containing all of the terms and conditions on which the Transferred Interest is to be sold.
(b) The Non-Transferring Partners shall have the option to purchase all (but not less than all) of the Transferred Interest on terms and conditions substantially the same in all material respects as, and at the same price, set forth in the written offer delivered pursuant to Section 10.3(a) above; provided that if such terms and conditions include any non-cash assets or any non-financial requirements which would be impracticable for the Non-Transferring Partners to satisfy, then the Non-Transferring Partners shall not be required to satisfy such terms, conditions and requirements and the purchase price for the Transferred Interest will be equal to the...
TRANSFER OF PARTNERSHIP. Unless unanimously agreed by the Partners in writing a Partner shall not be entitled to sell, assign, transfer, mortgage or otherwise deal in his/her equity share in the Partnership or any part thereof. Where the Partners agree unanimously in writing that a Partner may transfer his/her equity share in the Partnership or part thereof, such transfer shall only come into effect at such time that the new Partner shall execute an agreement with all the Partners that they shall be bound by all the obligations of the transferring Partner and to be subject to the terms and conditions of this Agreement without any variance whatsoever.
