Transfer Redemption of Units Exchange Privilege Sample Clauses

Transfer Redemption of Units Exchange Privilege. (a) Transfer, Sale, Pledge and Assignment. A Limited Partner may transfer, sell, pledge or assign his Units only as provided in this Agreement. No such transferee, purchaser, pledgee or assignee shall become a substituted Limited Partner (each a “Substituted Limited Partner) unless the General Partner first consents to such transfer, sale, pledge or assignment in writing, which consent may be withheld in its sole discretion. The Partnership need not recognize any transfer, sale, pledge or assignment until it has received at least 30 days’ prior written notice thereof from the Limited Partner, which notice shall set forth the address and social security or taxpayer identification number of the transferee or assignee and the number of Units to be transferred or assigned, and which notice shall be signed by the Limited Partner (and his signature is guaranteed by a commercial bank with a correspondent in New York, New York or by a member of a registered national securities exchange) and executed by the purchaser, assignee, transferee, purchaser or pledgee. Any transfer or assignment of Units permitted by this Agreement shall be effective as of the first day of the month following the requisite notice period (unless such notice period is waived by the General Partner in its sole discretion). Subject to the General Partner’s sole discretion, no transfer, pledge, sale or assignment of Units shall be effective or recognized by the Partnership if the transferee, pledgee, purchaser or assignee, or the transferor, pledgor, seller or assignor (if fewer than all Units held by the transferor, pledgor, seller or assignor are being pledged, sold, transferred or assigned) would, by reason of such transfer, pledge, sale or assignment, acquire Units which do not meet the minimum initial subscription requirements, as described in the Memorandum; provided, however, that the foregoing restriction shall not apply to transfers, sales, pledges or assignments of Units (i) by the way of gift or inheritance, (ii) to any members of the Limited Partner’s family, (iii) resulting from divorce, annulment, separation or similar proceedings, or (iv) to any person who would be deemed an Affiliate of the Limited Partner as defined in the first sentence of Section 13(c). No transfer, pledge, sale or assignment shall be permitted unless the General Partner is satisfied that (i) such transfer, sale, pledge or assignment shall not be in violation of the Act or applicable federal, state, or foreig...
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Transfer Redemption of Units Exchange Privilege 
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Related to Transfer Redemption of Units Exchange Privilege

  • Redemption of Units If the underwriters (the “Underwriters”) in the Company’s initial public offering (the “IPO”) do not exercise in full their over-allotment option to be granted by the Company pursuant to an underwriting agreement by and among the Underwriters and the Company, then either (i) the Company shall redeem from Purchaser, at a redemption price equal to $0.01 per Unit, or (ii) the Purchaser shall forfeit, a number of Units equal to 6,000 multiplied by the percentage of the Underwriters’ over-allotment option that remains unexercised as of the expiration date thereof.

  • Redemption Right A. Subject to Sections 8.6(B) and 8.6(C) hereof and at any time on or after such date as expressly provided for in any agreement entered into between the Partnership and any Limited Partner, each holder of a Common Unit (if other than the General Partner) shall have the right (the “Redemption Right”) to require the Partnership to redeem on a Specified Redemption Date all or a portion of the Partnership Units (provided that such Partnership Units constitute Common Units) held by such holder at a redemption price equal to and in the form of the Cash Amount to be paid by the Partnership; provided that the Partnership Units shall have been outstanding for at least one year; provided, further, that the General Partner, following the direction and approval of the Board of Directors, may allow a holder to exercise its Redemption Right prior to the Common Units being outstanding for one year in its discretion. The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General Partner) by the holder who is exercising the redemption right (the “Redeeming Partner”); provided, however, that the Partnership shall not be obligated to satisfy such Redemption Right if the Operating Partnership elects to purchase the Partnership Units subject to the Notice of Redemption pursuant to Section 8.6(B). A holder under this Section 8.6(A) may not exercise the Redemption Right for less than 1,000 Partnership Units at any one time or, if such holder holds less than 1,000 Partnership Units, all of the Partnership Units held by such Partner. The Redeeming Partner shall have no right, with respect to any Partnership Units so redeemed, to receive any distributions paid on or after the Specified Redemption Date. The Assignee of any holder herein may exercise the rights of such Limited Partner pursuant to this Section 8.6(A), and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a holder in this Section 8.6(A), the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such holder. Any Partnership Units redeemed by the Partnership pursuant to this Section 8.6(A) shall be cancelled upon such redemption.

  • REPURCHASE OR REDEMPTION OF SHARES (a) Any of the outstanding Shares of a Fund may be tendered for redemption at any time, and each Fund agrees to redeem its Shares so tendered in accordance with the applicable provisions set forth in its Prospectus. The price to be paid to redeem the Shares shall be equal to the net asset value determined as set forth in the Prospectus less any applicable contingent deferred sales charge ("CDSC"). Upon any redemption of Shares the Fund shall pay the total amount of the redemption price in New York Clearing House funds in accordance with applicable provisions of the Prospectus.

  • Transfers of Notes Subject to Redemption, Repurchase or Conversion Notwithstanding anything to the contrary in this Indenture or the Notes, the Company, the Trustee and the Registrar will not be required to register the transfer of or exchange any Note that (i) has been surrendered for conversion, except to the extent that any portion of such Note is not subject to conversion; (ii) is subject to a Fundamental Change Repurchase Notice validly delivered, and not withdrawn, pursuant to Section 4.02(F), except to the extent that any portion of such Note is not subject to such notice or the Company fails to pay the applicable Fundamental Change Repurchase Price when due; or (iii) has been selected for Redemption pursuant to a Redemption Notice, except to the extent that any portion of such Note is not subject to Redemption or the Company fails to pay the applicable Redemption Price when due.

  • Termination of Conversion Rights In the event of a liquidation, dissolution or winding up of the Corporation or a Deemed Liquidation Event, the Conversion Rights shall terminate at the close of business on the last full day preceding the date fixed for the payment of any such amounts distributable on such event to the holders of Preferred Stock.

  • Repurchase of Units (a) Except as otherwise provided in this Agreement, no Partner or other Person holding Units will have the right to withdraw or tender for repurchase any of its Units. The Directors may, from time to time, in their complete and exclusive discretion and on terms and conditions as they may determine, cause the Partnership to repurchase Units in accordance with written tenders. The Partnership will not offer, however, to repurchase Units on more than four occasions during any one Fiscal Year, unless the Partnership has been advised by its legal counsel that more frequent offers would not cause any adverse tax consequences to the Partnership or the Partners. In determining whether to cause the Partnership to repurchase Units, pursuant to written tenders, the Directors will consider the following factors, among others:

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