Transferability of General Partner’s Interest. (a) Except as otherwise provided herein, the General Partner may not, directly or indirectly, sell, exchange, transfer, assign, pledge, hypothecate or otherwise dispose of all or any portion of its interest in the Partnership (any such direct or indirect sale, exchange, transfer, assignment, pledge, hypothecation, swap or other disposition being herein collectively called “Transfers”) to any Person without the prior unanimous written consent of the Partners at such time. If the General Partner so determines, and any such prior consent of the Limited Partners under this Article 10 so provides, the General Partner may admit any Person to whom the General Partner proposes to make such a Transfer as a substitute general partner of the Partnership, and such transferee shall be deemed admitted to the Partnership as a general partner of the Partnership immediately prior to such Transfer and shall continue the business of the Partnership without dissolution.
(b) A transfer of the General Partner’s interest (including, for the avoidance of doubt, all rights and obligations of the General Partner under this Agreement) pursuant to Section 2.11 or this Section 10.01 shall be effectuated by way of assumption of contract (contractsoverneming) within the meaning of Section 6:159 of the Dutch Civil Code. The Partners hereby give their cooperation in advance to such assumption of contract and agree that this cooperation cannot be revoked.
(c) Except as otherwise provided in Section 10.01(a), the General Partner shall not assign any of its rights or duties hereunder except with such approval of the Required Limited Partners.
(d) Except as otherwise provided in Article 2 or this Article 10, the General Partner may not withdraw from the Partnership or be removed as general partner of the Partnership.
(e) It shall be a condition to any transfer of any partnership interest by the General Partner pursuant to this Agreement that the General Partner transfer the same percentage of its percentage interest in the TRS CV pursuant to the Corresponding Provision.
Transferability of General Partner’s Interest. (a) Except as otherwise provided herein, the General Partner may not Transfer to any Person (other than to a successor-in-interest (by merger or otherwise) or assignee that is an Affiliate of Greenhill, which Transfer may be made without the approval of any other Partner) without the prior approval of a majority of the Limited Partners. If the General Partner so determines in its discretion, and any such prior approval of the Limited Partners (if required) so provides, the General Partner may admit any Person to whom the General Partner proposes to make such a Transfer as an additional general partner of the Partnership, and such transferee shall be deemed admitted to the Partnership as a general partner of the Partnership immediately prior to such Transfer and shall continue the business of the Partnership without dissolution.
Transferability of General Partner’s Interest. Section 11.01. Transferability of General Partner's Interest.................35
Transferability of General Partner’s Interest. The General Partner may not, directly or indirectly, sell, exchange, transfer, assign, pledge, hypothecate or otherwise dispose of all or any portion of its interest in the Partnership (any such direct or indirect sale, exchange, transfer, assignment, pledge, hypothecation, swap or other disposition being herein collectively called “Transfers”) to any Person without the prior unanimous written consent of the Partners at such time. If the General Partner so determines, and any such prior consent of the Limited Partners under this Article 10 so provides, the General Partner may admit any Person to whom the General Partner proposes to make such a Transfer as a substitute general partner of the Partnership, and such transferee shall be deemed admitted to the Partnership as a general partner of the Partnership immediately prior to such Transfer and shall continue the business of the Partnership without dissolution.
Transferability of General Partner’s Interest. (a) Except as otherwise provided herein, the General Partner may not Transfer all or any portion of its Interest to any Person without the prior approval of the Required Partners.
(b) In connection with any Transfer permitted hereunder, the General Partner may admit a transferee as a general partner of the Partnership without further action by any partner or any other Person, and such transferee shall be deemed admitted to the Partnership as a general partner of the Partnership immediately prior to the Transfer and shall continue the business of the Partnership without dissolution.
(c) Notwithstanding, the foregoing, the General Partner agrees that no Transfer contemplated by this Section 10.1 shall be effected if such Transfer would jeopardize the status of the Partnership as a partnership for federal income tax purposes.
(d) In connection with any Transfer permitted hereunder, all expenses, including attorneys' fees and expenses, incurred by the Partnership in connection with such Transfer shall be fully borne by the General Partner or the General Partner's transferee. In addition, the General Partner or the General Partner's transferee shall indemnify the Partnership in a manner reasonably satisfactory to the Limited Partners against any losses, claims, damages, liabilities or expenses to which the Partnership may become subject arising out of or based upon any false representation or warranty made by, or breach or failure to comply with any covenant or agreement of, the General Partner or the General Partner's transferee in connection with such Transfer.
Transferability of General Partner’s Interest. Assignment of the General Partner’s Interest. Without the prior approval of a Super Majority-in-Interest of the Limited Partners, the General Partner shall not have the right to withdraw from the Partnership and shall not Transfer all or any portion of its Interest as a General Partner in the Partnership or its responsibility for the management of the Partnership, or enter into any agreement as a result of which any other Person shall have an Interest as a General Partner of the Partnership; provided, that nothing in this Agreement (a) shall preclude changes in the composition of the partners constituting, or the employees of, the General Partner so long as at least two of the Managing Members control, directly or indirectly, the General Partner, and (b) shall prohibit the Transfer by the General Partner of its Interest in the Partnership to Affiliates of the General Partner that are controlled, directly or indirectly, by at least two of the Managing Members.
Transferability of General Partner’s Interest.
(a) The General Partner may not sell, exchange, transfer, assign, pledge, hypothecate or otherwise dispose of all or any portion of its Interest as a General Partner in the Partnership (any sale, exchange, transfer, assignment, pledge, hypothecation or other disposition of an interest in the Partnership being herein collectively called “Transfers”) other than (i) to one or more of its direct or indirect beneficial owners or their Affiliates, (ii) pursuant to a transaction not deemed to involve an assignment of its obligations within the meaning of the Advisers Act,
Transferability of General Partner’s Interest. The General Partner may not, directly or indirectly, sell, exchange, transfer, assign, pledge, hypothecate or otherwise dispose of all or any portion of its interest in the Partnership (any such direct or indirect sale, exchange, transfer, assignment, #10338536v8 pledge, hypothecation, swap or other disposition being herein collectively called “Transfers”) and shall procure that none of its Affiliates shall effect a transfer of its interest in Direct Loans to any Person without the prior unanimous written consent of the Partners at such time. If the General Partner so determines, and any such prior consent of the Limited Partners under this Article 10 so provides, the General Partner may admit any Person to whom the General Partner proposes to make such a Transfer as a substitute general partner of the Partnership, and such transferee shall be deemed admitted to the Partnership as a general partner of the Partnership immediately prior to such Transfer and shall continue the business of the Partnership without dissolution.
Transferability of General Partner’s Interest. Admission of Successor or Additional General Partner
Transferability of General Partner’s Interest. Except as otherwise provided in this Agreement and in addition to any other restrictions set forth herein on the transfer of the General Partner's Partnership Interest, the General Partner shall not, without the consent of the Limited Partners holding at least fifty-one percent (51%) of the Units, sell, assign, transfer, or otherwise dispose of, in whole or in part, its Partnership Interest or admit an additional General Partner, and any attempt by the General Partner to do so in violation of this Agreement shall be null and void ab initio. If all or any part of the General Partner's Partnership Interest is transferred in violation of this Agreement, the transferee shall be a mere assignee, and not a substituted Partner, with respect to the interest that is transferred.
