Transfer of Partnership Interest. 11.1 The Limited Partner shall not sell, assign, transfer, encumber, or otherwise dispose of any interest in the Partnership without the written consent of the General Partner.
Transfer of Partnership Interest. A Partner may assign their distribution interest in the Partnership and its assets. This transfer will only include that Partners economic rights and interests and will not include any other rights of that Partner nor will it include an automatic admission as a Partner of the Partnership or the right to exercise any management or voting interests. A Partner who assigns any or all of their partnership interest to any third party will relinquish their status as Partner including all management and voting rights. Assignment of Partner status, under this clause, including any management and voting interests will require the consent of all the remaining Partners.
Transfer of Partnership Interest. 8.1 PROHIBITION ON DISPOSITION OF GENERAL PARTNER'S INTEREST. Unless Approval by Partnership Vote is otherwise obtained, or except as otherwise permitted in this Agreement, the General Partner may not, directly or indirectly, by operation of law or otherwise (a) withdraw or resign from the Partnership, or (b) Transfer any or all of its interest in the Partnership. In addition, the General Partner shall not permit the Transfer of any interest in the General Partner unless Approval by Partnership Vote is obtained with respect to such Transfer. Any act in violation of this Section 8.1 shall be null and void as against the Partnership and the Limited Partners, except as otherwise required by law.
Transfer of Partnership Interest. A. In General. A Limited Partner or Special Partner may not sell, assign, transfer or otherwise dispose of, or pledge, hypothecate or in any manner encumber, his interest in the Partnership or any part thereof except as permitted in this Article, and any act in violation of this Paragraph A shall not be binding upon or recognized by the Partnership regardless of whether the General Partner shall have knowledge thereof
Transfer of Partnership Interest. Upon surrender to the Partnership or its transfer agent, if any, of a certificate representing Units duly endorsed or accompanied by proper evidence of succession, assignation or Transfer in accordance with this Agreement and of the payment of all taxes applicable to the Transfer of said Interest, the Partnership will be obligated to issue a new certificate to the Person entitled thereto, cancel the old certificate and record the transaction upon its books, provided, however, that the Partnership will not be so obligated unless such Transfer was made in compliance with the provisions of this Agreement and any applicable state and federal laws.
Transfer of Partnership Interest. No Limited Partner shall sell, assign, mortgage, encumber, hypothecate or otherwise transfer, whether voluntarily or involuntarily, its interest in the Partnership or any part thereof, unless (x) any such transferee entity meets the suitability requirements originally imposed under the subscription agreement on the transferring Limited Partner and (y) such assignment or transfer will not (and, upon request of the General Partner, the transferring Limited Partner provides an opinion of counsel in form and substance satisfactory to the General Partner that such assignment or transfer will not) (A) violate any applicable federal or state securities laws or regulations, subject the 50 Partnership to registration as an investment company or election as a "business development company" under the Investment Company Act; (B) require the General Partner or any of its members to register as an investment adviser under the Investment Advisers Act of 1940; (C) violate any other federal, state or local laws; (D) effect a termination of the Partnership under section 708 of the Code; or (E) cause the Partnership to be treated as an association taxable as a corporation for federal income tax purposes, or violate this Agreement. Notwithstanding the preceding sentence, a Partner may assign or transfer its interest in the Partnership if any such assignment or transfer effects a termination of the Partnership under section 708 of the Code so long as the transferring Partner agrees to indemnify and hold harmless the Partnership and all other Partners against any and all costs and expenses incurred as a direct result of a termination of the Partnership under section 708 of the Code. No transferee or assignee of all or any part of a Limited Partner's interest shall become a Limited Partner without the prior written consent of the General Partner which consent shall not be unreasonably withheld so long as such Partner sells the lesser of all its Partnership Interests or a Partnership Interest representing an initial contribution of at least five million dollars ($5,000,000) and in no event shall the substitution of an assignee or transferee as a Limited Partner require the consent of any Limited Partner. Any purported transfer of any interest of a Limited Partner in the Partnership or any part thereof not in compliance with this Section 8.1 shall be void and of no force or effect and the transferring Partner shall be liable to the other Partners and the Partnership for all liabil...
Transfer of Partnership Interest. Notwithstanding anything to the contrary contained in the Agreement, the New General Partner and the Limited Partner hereby agree that the Partnership Interest of the New General Partner shall for all purposes, be .1% and the Partnership Interest of the Limited Partner shall for all purposes be 99.9% and that the New General Partner and the Limited Partner hereby consent to such Transfer of the New General Partner's Partnership Interest to the Limited Partner as is necessary to accomplish the foregoing and hereby consent to the amendment of all relevant provisions of the Agreement so as to reflect the foregoing.
Transfer of Partnership Interest. (a) Except as otherwise provided herein, no Partner shall transfer the Partnership interest owned by such Partner, by sale, gift, or pledge. Except as provided in compliance with the terms of this paragraph, any transfer of a Partnership interest shall be null and void and of no effect.
Transfer of Partnership Interest. Neither Partner shall sell, assign, pledge or otherwise encumber or transfer all or any part of its interest in the Partnership to any Person without the prior written consent of the other Partner, and any attempt to do so without such consent shall be null and void.
Transfer of Partnership Interest. Argosy Energy hereby conveys, -------------------------------- transfers, assigns, grants, sells and delivers, to Xxxxxx, and Xxxxxx acquires, accepts and purchases, all of Argosy Energy's right, title and interest in the Partnership Interests, which the parties acknowledge is a 44.6403% general partnership interest (the "General Partnership Interest").
