Transfers by Limited Partners. Each Limited Partner shall, subject to the provisions of this Section 8.2 and Section 8.4 hereof, have the right to transfer all or a portion of its Units to any Person, whether or not in connection with the exercise of the Rights. It is a condition to any transfer otherwise permitted hereunder that the transferee assumes by operation of law or express agreement all of the obligations of the transferor Limited Partner under this Agreement with respect to such transferred Units and no such transfer (other than pursuant to a statutory merger or consolidation wherein all obligations and liabilities of the transferor Partner are assumed by a successor corporation by operation of law) shall relieve the transferor Partner of its obligations under this Agreement without the approval of the General Partner in its reasonable discretion. Upon such transfer, the transferee shall be admitted as a substituted limited partner as such term is defined in the Act (the “Substituted Limited Partner”) and shall succeed to all of the rights of the transferor Limited Partner under this Agreement in the place and stead of such transferor Limited Partner; provided, however, that notwithstanding the foregoing, any transferee of any transferred Units, to the extent such transferee is entitled to exercise Rights under the Rights Agreement, shall be subject to any and all ownership limitations contained in the Charter which may limit or restrict such transferee’s ability to exercise the Rights. Any transferee, whether or not admitted as a Substituted Limited Partner, shall take subject to the obligations of the transferor hereunder. Unless admitted as a Substituted Limited Partner, no transferee, whether by a voluntary transfer, by operation of law or otherwise, shall have rights hereunder, other than to receive such portion of the distributions made by the Partnership as are allocable to the Units transferred.
Appears in 7 contracts
Samples: Agreement of Limited Partnership (Brookfield Property REIT Inc.), Limited Partnership Agreement (Brookfield Property REIT Inc.), Merger Agreement (Brookfield Property Partners L.P.)
Transfers by Limited Partners. Each Limited Partner shall, subject to the provisions of this Section 8.2 and Section 8.4 hereof, have the right to transfer all or a portion of its Units to any Person, whether or not in connection with the exercise of the Rights. It is a condition to any transfer otherwise permitted hereunder that the transferee assumes by operation of law or express agreement all of the obligations of the transferor Limited Partner under this Agreement with respect to such transferred Units and no such transfer (other than pursuant to a statutory merger or consolidation wherein all obligations and liabilities of the transferor Partner are assumed by a successor corporation by operation of law) shall relieve the transferor Partner of its obligations under this Agreement without the approval of the General Partner in its reasonable discretion. Upon such transfer, the transferee shall be admitted as a substituted limited partner as such term is defined in the Act (the “Substituted Limited Partner”) and shall succeed to all of the rights of the transferor Limited Partner under this Agreement in the place and stead of such transferor Limited Partner; provided, however, that notwithstanding the foregoing, any transferee of any transferred Units, to the extent such transferee is entitled to exercise Rights under the Rights Agreement, shall be subject to any and all ownership limitations contained in the Charter which may limit or restrict such transferee’s ability to exercise the Rights. Any transferee, whether or not admitted as a Substituted Limited Partner, shall take subject to the obligations of the transferor hereunder. Unless admitted as a Substituted Limited Partner, no transferee, whether by a voluntary transfer, by operation of law or otherwise, shall have rights hereunder, other than to receive such portion of the distributions made by the Partnership as are allocable to the Units transferred. Notwithstanding the foregoing, without the Consent of the Limited Partners, the Affiliate Limited Partner shall not transfer its Units in the Partnership, and shall not suffer or permit the transfer or issuance of interests in itself, unless the transferee of such Units or interests is under the Control of the Public REIT and the Public REIT’s direct and indirect ownership interest in the Partnership is not materially altered.
Appears in 3 contracts
Samples: Agreement of Limited Partnership (General Growth Properties, Inc.), Second Amended and Restated Agreement of Limited Partnership (New GGP, Inc.), Second Amended and Restated Agreement of Limited Partnership (New GGP, Inc.)
Transfers by Limited Partners. Each (a) No Limited Partner shallshall have the right, subject directly or indirectly, to Transfer all or any part of its Partnership Interest to any Person without the provisions prior written consent of this Section 8.2 and Section 8.4 the General Partner, including a majority of the Special Committee, which consent shall not be unreasonably withheld or delayed; provided, however, that no such consent shall be required for (i) a Transfer of Partnership Interests pursuant to Article XII hereof, have (ii) a Transfer of Partnership Interests to a Permitted Holder, (iii) the right subjecting of a Limited Partnership Interest to transfer all a Permitted Limited Partnership Interest Lien or (iv) the subsequent foreclosure on such a portion of its Units to any Person, whether or not in connection with the exercise of the Rights. Permitted Limited Partnership Interest Lien.
(b) It is shall be a further condition to any transfer Transfer (other than the granting of a Permitted Limited Partnership Interest Lien) otherwise permitted hereunder (including upon the foreclosure of any Lien) that the transferee assumes assume by operation of law or express agreement all of the obligations of the transferor Limited Partner under this Agreement (including, without limitation, under Article IX) with respect to such transferred Units Partnership Interest and no such transfer Transfer (other than pursuant to a statutory merger or consolidation wherein all obligations and liabilities of the transferor Partner are assumed by a successor corporation by operation of law) shall relieve the transferor Partner of its obligations under this Agreement without the approval of the General Partner Partner, in its reasonable discretiondiscretion (it being understood that, without limiting the generality of Section 9.5, a transferor Partner shall be deemed relieved from such obligations, without the necessity of any such approval, in respect of Partnership Interests transferred to the General Partner pursuant to Article XII hereof). Upon such transferTransfer, the transferee shall shall, subject to Section 9.2(d), be admitted as a substituted limited partner as such term is defined in the Act (the “Substituted Limited Partner”) Partner and shall succeed to all of the rights, including rights with respect to Article XII hereof, of the transferor Limited Partner under this Agreement in the place and stead of such transferor Limited Partner; providedPartner (which succession, however, that notwithstanding the foregoing, any transferee of any transferred Units, to the extent such transferee is entitled to exercise Rights under the Rights Agreement, shall be subject to any and all ownership limitations contained in the Charter which event of a pledge, may limit be entered into and become effective at the time of foreclosure or restrict other realization of such transferee’s ability to exercise the Rightspledge). Any transferee, whether or not admitted as a Substituted substituted Limited Partner, shall take subject succeed to the obligations of the transferor hereunderhereunder (unless such transfer is a pledge, encumbrance, hypothecation or mortgage or except as otherwise provided herein). Unless admitted as a Substituted Limited PartnerPartner pursuant to, and in accordance with, the terms hereof, no transferee, whether by a voluntary transferTransfer, by operation of law or otherwise, shall have rights hereunder, other than (i) to receive such portion of the distributions made by the Partnership as are allocable to the Units Percentage Interest transferred and (ii) under Article XII hereof.
(c) In addition to any other restrictions on transfer provided herein, no Partnership Interest of a Limited Partner shall be transferable unless the General Partner has determined by written notification (a “Transfer Determination”) to the transferring Limited Partner, which Transfer Determination shall not be unreasonably withheld and shall be deemed given if not refused within ten Business Days of the notice to the Partnership of a proposed transfer; provided that, the proposed transferor and transferee have promptly responded in writing to the reasonable requests, if any, of the General Partner for additional information sufficient for the General Partner to determine the matters set forth in this Section 9.2(c), that either (i) such transfer will not cause (x) any lender to the Partnership to hold in excess of ten (10) percent of the aggregate Partnership Interests or any other percentage of the Partnership Interest that would, pursuant to the Regulations under Section 752 of the Code or any successor provision, cause a loan by such lender to constitute Partner Nonrecourse Debt, (y) a transfer of a Partnership Interest the value of which would have been less than $20,000 when issued, or (z) a prohibited transaction (as defined in section 4975(c) of the Code or Section 406 of ERISA) to occur, or the Partnership to become, with respect to any employee benefit plan subject to Title 1 of ERISA, a “party in interest” (as defined in Section 3(14) of ERISA) or a “disqualified person” (as defined in Section 4975(e)(2) of the Code), or the Partnership to be deemed to hold “plan assets” (as defined in regulations promulgated by the Department of Labor) of any employee benefit plan subject to Title I of ERISA, or (ii) the General Partner has determined to waive one or more of such requirements as of the Effective Date, and may, after the Effective Date, waive one or more of such requirements in its reasonable discretion after having determined that the transfer will not materially adversely affect the Partnership, its assets or any Partner, or constitute a violation of law.
(d) Any transferee of the interest of a Limited Partner pursuant to this Section 9.2 shall, upon the written request of such transferee and the transferring Limited Partner and the consent of the General Partner, including a majority of the Special Committee, which consent shall not be unreasonably withheld or delayed, be admitted as a Limited Partner under this Article IX, and the transferring Limited Partner shall, if all of its Partnership Interests have been Transferred, cease to be a limited partner of the Partnership. Such transferee shall be admitted as a limited partner of the Partnership upon its execution of a counterpart signature page to this Agreement. If the transferring Limited Partner Transfers all of its limited partner interests in the Partnership, such admission shall be deemed to have occurred immediately prior to the Transfer. The Partnership shall not be required in any way to determine the validity of any written instrument referred to in the immediately preceding sentence, and shall be authorized to rely upon any such written instrument signed by the necessary parties.
(e) Any permitted transferee under Section 9.2 who is not admitted as a substituted Limited Partner in accordance with this Article IX (including, without limitation, Sections 9.2(b) and 9.2(d)) shall be considered an assignee for purposes of this Agreement. An assignee shall be deemed to have had assigned to it, and shall be entitled to receive, distributions from the Partnership and the share of Net Income, Net Losses and any other items of income, gain, loss, deduction and credit of the Partnership and rights attributable to the Partnership Interests assigned to such transferee, and shall have the rights of the transferor under Article XII hereof, but shall not be deemed to be a holder of Partnership Interests for any other purpose under this Agreement, and shall not be entitled to vote such Partnership Interests in any matter presented to the Limited Partners for a vote or consent. In the event any such transferee desires to make a further assignment of any such Partnership Interests, such transferee shall be subject to all the provisions of this Article IX to the same extent and in the same manner as any Limited Partner desiring to make an assignment of Partnership Interests.
(f) The Limited Partners acknowledge that the Partnership Interests have not been registered under any federal or state securities laws and, as a result thereof, they may not be sold or otherwise transferred, except in compliance with such laws. Notwithstanding anything to the contrary contained in this Agreement, no Partnership Interest may be sold or otherwise transferred unless such transfer is exempt from registration under any applicable securities laws or such transfer is registered under such laws, it being acknowledged that the Partnership has no obligation to take any action which would cause any such Partnership Interests to be registered.
(g) Any transferee of ownership of the Partnership Interests originally held by the Initial Limited Partner shall have the right to purchase from the transferor of such Partnership Interests a pro rata portion of the Class B Stock held by such transferor at a purchase price equal to its par value.
Appears in 3 contracts
Samples: Limited Partnership Agreement, Agreement of Limited Partnership (Trump Entertainment Resorts Holdings Lp), Limited Partnership Agreement (Trump Plaza Associates)
Transfers by Limited Partners. Each Except as otherwise provided in this Section 9.2, the Limited Partner shallPartners shall not Transfer or Pledge all or any portion of their Partnership Units to any transferee or pledgee without the consent of the General Partner, which consent may be withheld in its sole and absolute discretion; provided, however, that the foregoing shall not be considered a limitation on the ability of the Limited Partners to exercise their Rights under Article XI. Notwithstanding the foregoing sentence, but subject to the provisions of Section 9.4 and this Section 8.2 and Section 8.4 hereof9.2, have any Limited Partner may at any time, without the right to transfer consent of the General Partner, (i) Transfer all or a portion of its Partnership Units to an Affiliate of such Limited Partner or (ii) Pledge some or all of its Partnership Units to any Person, whether or not in connection with Institutional Leader (it being understood that any subsequent Transfer to a pledgee of Partnership Units pursuant to this clause (ii) may be made without the exercise consent of the RightsGeneral Partner but such pledgee shall hold the Partnership Units so conveyed to it subject to all the restrictions set forth in this Section 9.2 and Section 9.4). It is a condition to any transfer Transfer otherwise permitted hereunder that the transferee assumes assumes, by operation of law or express agreement agreement, all of the obligations of the transferor Limited Partner under this Agreement with respect to such transferred Partnership Units arising either before or after the effective date of the Transfer and no such transfer Transfer (other than pursuant to a statutory merger or consolidation wherein all obligations and liabilities of the transferor Limited Partner are assumed by a successor corporation Entity by operation of law, and other than pursuant to an exercise of the Rights under Article XI wherein all obligations and liabilities of the transferor Limited Partner arising from and after the date of such Transfer shall be assumed by the General Partner) shall relieve the transferor Limited Partner of its obligations under this Agreement without prior to the approval effective date of the General Partner in its reasonable discretionsuch Transfer. Upon such transfera Transfer in accordance with this Section 9.2 and Section 9.4, the transferee shall be admitted as a substituted limited partner as such term is defined in the Act (the “Substituted Limited Partner”) Partner and shall succeed to all of the rights, including rights with respect to the Rights, of the transferor Limited Partner under this Agreement in the place and stead of such transferor Limited Partner; provided, however, that notwithstanding the foregoing, any transferee of any transferred Units, to the extent such transferee is entitled to exercise Rights under the Rights Agreement, Partnership Unit shall be subject to any and all ownership limitations contained in the Charter of the General Partner, as the same may be amended from time to time, which may limit or restrict such transferee’s ability to exercise the Limited Partner’s Rights, if any. Any transferee, transferee (whether or not admitted as a Substituted Limited Partner, ) or pledgee shall take the Partnership Units so transferred or pledged subject to the obligations of the transferor hereunder. Unless admitted as a Substituted Limited Partner, no transfereetransferee of a Partnership Unit pursuant to this Section 9.2, whether by a voluntary transferTransfer, by operation of law or otherwise, shall have rights hereunder, other than to receive such portion of the distributions made by the Partnership as are allocable to the Partnership Units transferred.
Appears in 2 contracts
Samples: Partnership Agreements (American Land Lease Inc), Partnership Agreement (Considine Terry)
Transfers by Limited Partners. Each (a) No Limited Partner shallshall sell, assign, pledge, encumber, or otherwise dispose of all or any portion of its Partnership Interest to any transferee without the consent of the General Partner, which consent shall not be unreasonably withheld; PROVIDED, HOWEVER, that each Limited Partner may at any time, without the consent of the General Partner, transfer all or a portion of its Partnership Interest to an Affiliate of such Limited Partner, subject to the provisions of this Section 8.2 9.3 and Section 8.4 9.6 hereof, have the right to transfer all or .
(b) Nothing herein shall preclude a portion Limited Partner from transferring its Limited Partnership Interest upon exercise of its Units to any Person, whether or not in connection with the exercise of the Rights. Conversion Rights under Article XII hereof.
(c) It is a condition to any transfer otherwise permitted hereunder that the transferee assumes by operation of law or express agreement all of the obligations of the transferor Limited Partner under this Agreement with respect to such transferred Units Partnership Interest and no such transfer (other than pursuant to a statutory merger or consolidation wherein all obligations and liabilities of the transferor Partner are assumed by a successor corporation by operation of law) shall relieve the transferor Partner of its obligations under this Agreement without the approval of the General Partner Partner, in its reasonable discretion. Upon such transfer, the transferee shall be admitted as a substituted limited partner as such term is defined in the Act (the “Substituted Limited Partner”) and shall succeed to all of the rights of the transferor Limited Partner under this Agreement in the place and stead of such transferor Limited Partner; provided, however, that notwithstanding the foregoing, any transferee of any transferred Units, to the extent such transferee is entitled to exercise Rights under the Rights Agreement, shall be subject to any and all ownership limitations contained in the Charter which may limit or restrict such transferee’s ability to exercise the Rights. Any transferee, whether or not admitted as a Substituted Limited Partner, shall take subject to the obligations of the transferor hereunder. Unless admitted as .
(d) If a Substituted Limited Partner is subject to Incapacity, the executor, administrator, trustee, committee, guardian, conservator or receiver of such Limited Partner's estate shall have all the rights of a Limited Partner, no transfereebut not more rights than those enjoyed by other Limited Partners, whether by for the purpose of settling or managing the estate and such power as the Incapacitated Limited Partner possessed to transfer all or any part of his or its interest in the Partnership. The Incapacity of a voluntary transferLimited Partner, by operation in and of law or otherwiseitself, shall have rights hereunder, other than to receive such portion of not dissolve or terminate the distributions made by the Partnership as are allocable to the Units transferredPartnership.
Appears in 2 contracts
Samples: Limited Partnership Agreement (American Real Estate Investment Corp), Limited Partnership Agreement (Keystone Property Trust)
Transfers by Limited Partners. Each (a) No Limited Partner shallshall have the right, subject directly or indirectly, to Transfer all or any part of its Partnership Interest to any Person without the provisions prior written consent of this Section 8.2 and Section 8.4 the General Partner, including a majority of the Special Committee, which consent shall not be unreasonably withheld or delayed; provided, however, that no such consent shall be required for (i) a Transfer of Partnership Interests pursuant to Article XII hereof, have (ii) a Transfer of Partnership Interests to a Permitted Holder, (iii) the right subjecting of a Limited Partnership Interest to transfer all a Permitted Limited Partnership Interest Lien or (iv) the subsequent foreclosure on such a portion of its Units to any Person, whether or not in connection with the exercise of the Rights. Permitted Limited Partnership Interest Lien.
(b) It is shall be a further condition to any transfer Transfer (other than the granting of a Permitted Limited Partnership Interest Lien) otherwise permitted hereunder (including upon the foreclosure of any Lien) that the transferee assumes assume by operation of law or express agreement all of the obligations of the transferor Limited Partner under this Agreement (including, without limitation, under Article IX) with respect to such transferred Units Partnership Interest and no such transfer Transfer (other than pursuant to a statutory merger or consolidation wherein all obligations and liabilities of the transferor Partner are assumed by a successor corporation by operation of law) shall relieve the transferor Partner of its obligations under this Agreement without the approval of the General Partner Partner, in its reasonable discretiondiscretion (it being understood that, without limiting the generality of Section 9.5, a transferor Partner shall be deemed relieved from such obligations, without the necessity of any such approval, in respect of Partnership Interests transferred to the General Partner pursuant to Article XII hereof). Upon such transferTransfer, the transferee shall shall, subject to Section 9.2(d), be admitted as a substituted limited partner as such term is defined in the Act (the “Substituted Limited Partner”) Partner and shall succeed to all of the rights, including rights with respect to Article XII hereof, of the transferor Limited Partner under this Agreement in the place and stead of such transferor Limited Partner; providedPartner (which succession, however, that notwithstanding the foregoing, any transferee of any transferred Units, to the extent such transferee is entitled to exercise Rights under the Rights Agreement, shall be subject to any and all ownership limitations contained in the Charter which event of a pledge, may limit be entered into and become effective at the time of foreclosure or restrict other realization of such transferee’s ability to exercise the Rightspledge). Any transferee, whether or not admitted as a Substituted substituted Limited Partner, shall take subject succeed to the obligations of the transferor hereunderhereunder (unless such transfer is a pledge, encumbrance, hypothecation or mortgage or except as otherwise provided herein). Unless admitted as a Substituted Limited PartnerPartner pursuant to, and in accordance with, the terms hereof, no transferee, whether by a voluntary transferTransfer, by operation of law or otherwise, shall have rights hereunder, other than (i) to receive such portion of the distributions made by the Partnership as are allocable to the Units Percentage Interest transferred and (ii) under Article XII hereof.
(c) In addition to any other restrictions on transfer provided herein, no Partnership Interest of a Limited Partner shall be transferable unless the General Partner has determined by written notification (a "Transfer Determination") to the transferring Limited Partner, which Transfer Determination shall not be unreasonably withheld and shall be deemed given if not refused within ten Business Days of the notice to the Partnership of a proposed transfer; provided that, the proposed transferor and transferee have promptly responded in writing to the reasonable requests, if any, of the General Partner for additional information sufficient for the General Partner to determine the matters set forth in this Section 9.2(c), that either (i) such transfer will not cause (x) any lender to the Partnership to hold in excess of ten (10) percent of the aggregate Partnership Interests or any other percentage of the Partnership Interest that would, pursuant to the Regulations under Section 752 of the Code or any successor provision, cause a loan by such lender to constitute Partner Nonrecourse Debt, (y) a transfer of a Partnership Interest the value of which would have been less than $20,000 when issued, or (z) a prohibited transaction (as defined in section 4975(c) of the Code or Section 406 of ERISA) to occur, or the Partnership to become, with respect to any employee benefit plan subject to Title 1 of ERISA, a "party in interest" (as defined in Section 3(14) of ERISA) or a "disqualified person" (as defined in Section 4975(e)(2) of the Code), or the Partnership to be deemed to hold "plan assets" (as defined in regulations promulgated by the Department of Labor) of any employee benefit plan subject to Title I of ERISA, or (ii) the General Partner has determined to waive one or more of such requirements as of the date of this Agreement, and may, after the date of this Agreement, waive one or more of such requirements in its reasonable discretion after having determined that the transfer will not materially adversely affect the Partnership, its assets or any Partner, or constitute a violation of law.
(d) Any transferee of the interest of a Limited Partner pursuant to this Section 9.2 shall, upon the written request of such transferee and the transferring Limited Partner and the consent of the General Partner, including a majority of the Special Committee, which consent shall not be unreasonably withheld or delayed, be admitted as a Limited Partner under this Article IX, and the transferring Limited Partner shall, if all of its Partnership Interests have been Transferred, withdraw from the Partnership. The Partnership shall not be required in any way to determine the validity of any written instrument referred to in the immediately preceding sentence, and shall be authorized to rely upon any such written instrument signed by the necessary parties.
(e) Any permitted transferee under Section 9.2 who is not admitted as a substituted Limited Partner in accordance with this Article IX (including, without limitation, Sections 9.2(b) and 9.2(d)) shall be considered an assignee for purposes of this Agreement. An assignee shall be deemed to have had assigned to it, and shall be entitled to receive, distributions from the Partnership and the share of Net Income, Net Losses, and any other items of income, gain, loss, deduction and credit of the Partnership and rights attributable to the Partnership Interests assigned to such transferee, and shall have the rights of the transferor under Article XII hereof, but shall not be deemed to be a holder of Partnership Interests for any other purpose under this Agreement, and shall not be entitled to vote such Partnership Interests in any matter presented to the Limited Partners for a vote or consent. In the event any such transferee desires to make a further assignment of any such Partnership Interests, such transferee shall be subject to all the provisions of this Article IX to the same extent and in the same manner as any Limited Partner desiring to make an assignment of Partnership Interests.
(f) The Limited Partners acknowledge that the Partnership Interests have not been registered under any federal or state securities laws and, as a result thereof, they may not be sold or otherwise transferred, except in compliance with such laws. Notwithstanding anything to the contrary contained in this Agreement, no Partnership Interest may be sold or otherwise transferred unless such transfer is exempt from registration under any applicable securities laws or such transfer is registered under such laws, it being acknowledged that the Partnership has no obligation to take any action which would cause any such Partnership Interests to be registered.
(g) Any transferee of ownership of the Partnership Interests originally held by the Initial Limited Partner shall have the right to purchase from the transferor of such Partnership Interests a pro rata portion of the Class B Stock held by such transferor at a purchase price equal to its par value.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Trump Hotels & Casino Resorts Inc), Limited Partnership Agreement (Trump Hotels & Casino Resorts Funding Inc)
Transfers by Limited Partners. Each Except as otherwise set forth in this Article 11, a Limited Partner shallmay not sell, subject to the provisions of this Section 8.2 and Section 8.4 hereofassign, have the right to transfer transfer, pledge or hypothecate all or a portion any part of its Units to any Person, whether or not interest in connection with the exercise Partnership without the prior consent of the RightsGeneral Partner. It is a condition The General Partner in its sole discretion may withhold its consent to any transfer otherwise permitted hereunder that for which such consent is required with or without reasonable cause. If a Limited Partner receives the transferee assumes by operation of law or express agreement all prior consent of the obligations General Partner, it may sell its interest in the Partnership if the following conditions are satisfied:
(a) The sale, transfer or assignment is with respect to one (1) or more Units;
(b) The sale, transfer or assignment, when aggregated with any prior sales, transfers or assignments of Partnership interests, does not result in a sale or exchange within a twelve (12) month period of fifty percent (50%) or more of the transferor total interests in the Partnership’s capital and profits within the meaning of Code Section 708(b);
(c) The Limited Partner under this Agreement and its transferee execute, acknowledge and deliver to the General Partner such instruments of transfer and assignment with respect to such transferred Units transaction as are in form and no substance satisfactory to the General Partner;
(d) Unless waived in writing by the General Partner, the Limited Partner delivers to the General Partner an opinion of counsel satisfactory to the General Partner, covering such transfer (securities and tax laws and other than pursuant to a statutory merger or consolidation wherein all obligations and liabilities aspects of the transferor proposed transfer as the General Partner are assumed by may reasonably request;
(e) The Limited Partner has furnished to the transferee a successor corporation by operation written statement showing the name and taxpayer identification number of lawthe Partnership in such form and together with such other information as may be required under Section 6050K of the Code and the Regulations thereunder; and
(f) The Limited Partner pays the Partnership a transfer fee that is sufficient to pay all reasonable expenses of the Partnership (which shall relieve the transferor Partner of its obligations under this Agreement without the approval include any and all expenses of the General Partner and/or the Partnership) in its reasonable discretionconnection with such transaction. Upon Any Limited Partner who thereafter sells, assigns or otherwise transfers all or any portion of his interest in the Partnership shall promptly notify the General Partner of such transfer, transfer and shall furnish to the General Partner the name and address of the transferee shall and such other information as may be admitted as a substituted limited partner as such term is defined in the Act (the “Substituted Limited Partner”) and shall succeed to all required under Section 6050K of the rights of Code and the transferor Limited Partner under this Agreement in the place and stead of such transferor Limited Partner; provided, however, that notwithstanding the foregoing, any transferee of any transferred Units, to the extent such transferee is entitled to exercise Rights under the Rights Agreement, shall be subject to any and all ownership limitations contained in the Charter which may limit or restrict such transferee’s ability to exercise the Rights. Any transferee, whether or not admitted as a Substituted Limited Partner, shall take subject to the obligations of the transferor hereunder. Unless admitted as a Substituted Limited Partner, no transferee, whether by a voluntary transfer, by operation of law or otherwise, shall have rights hereunder, other than to receive such portion of the distributions made by the Partnership as are allocable to the Units transferredRegulations thereunder.
Appears in 2 contracts
Samples: Limited Partnership Agreement (PHC Hospitals, LLC), Limited Partnership Agreement (PHC Hospitals, LLC)
Transfers by Limited Partners. Each Except as otherwise set forth in this Article 12 and Article 13, a Limited Partner shallmay not sell, subject to the provisions of this Section 8.2 and Section 8.4 hereofassign, have the right to or transfer all or a portion any part of its Units interest in the Partnership without the prior written consent of the General Partner. The General Partner in its sole discretion may withhold its consent to any Person, whether transfer for which such consent is required with or not without reasonable cause. A Limited Partner may pledge or hypothecate or grant a security interest in his Units in connection with such Limited Partner’s acquisition of such Units if such Limited Partner has notified the exercise General Partner in writing that such Limited Partner has taken such action. If a Limited Partner receives the prior consent of the Rights. It General Partner, he may sell his interest in the Partnership if the following conditions are satisfied:
(a) The sale, transfer or assignment is to a condition Qualified Purchaser and is with respect to any one or more Units;
(b) The sale, transfer otherwise permitted hereunder that or assignment will not result in the transferee assumes by operation Partnership being considered a “publicly traded partnership” within the meaning of law or express agreement all Section 7704 of the obligations of the transferor Code;
(c) The Limited Partner under this Agreement and its transferee execute, acknowledge and deliver to the General Partner such instruments of transfer and assignment with respect to such transferred Units transaction as are in form and no substance satisfactory to the General Partner;
(d) Unless waived in writing by the General Partner, the Limited Partner delivers to the General Partner an opinion of counsel satisfactory to the General Partner, covering such transfer (securities and tax laws and other than pursuant to a statutory merger or consolidation wherein all obligations and liabilities aspects of the transferor proposed transfer as the General Partner are assumed by may reasonably request;
(e) The Limited Partner has furnished to the transferee a successor corporation by operation written statement showing the name and taxpayer identification number of lawthe Partnership in such form and together with such other information as may be required under Section 6050K of the Code and the Regulations thereunder; and
(f) The Limited Partner pays the Partnership a transfer fee that is sufficient to pay all reasonable expenses of the Partnership (which shall relieve the transferor Partner of its obligations under this Agreement without the approval include any and all expenses of the General Partner) in connection with such transaction. Any Limited Partner who thereafter sells, assigns or otherwise transfers all or any portion of his interest in its reasonable discretion. Upon the Partnership shall promptly notify the General Partner of such transfer, transfer and shall furnish to the General Partner the name and address of the transferee shall and such other information as may be admitted as a substituted limited partner as such term is defined in the Act (the “Substituted Limited Partner”) and shall succeed to all required under Section 6050K of the rights of Code and the transferor Limited Partner under this Agreement in the place and stead of such transferor Limited Partner; provided, however, that notwithstanding the foregoing, any transferee of any transferred Units, to the extent such transferee is entitled to exercise Rights under the Rights Agreement, shall be subject to any and all ownership limitations contained in the Charter which may limit or restrict such transferee’s ability to exercise the Rights. Any transferee, whether or not admitted as a Substituted Limited Partner, shall take subject to the obligations of the transferor hereunder. Unless admitted as a Substituted Limited Partner, no transferee, whether by a voluntary transfer, by operation of law or otherwise, shall have rights hereunder, other than to receive such portion of the distributions made by the Partnership as are allocable to the Units transferredRegulations thereunder.
Appears in 1 contract
Samples: Limited Partnership Agreement (Longview Clinic Operations Company, LLC)
Transfers by Limited Partners. Each (a) No Limited Partner shall, subject to the provisions of this Section 8.2 and Section 8.4 hereof, shall have the right right, directly or indirectly, to transfer all or a portion any part of its his Partnership Interest or Units to any PersonPerson without the prior written consent of the General Partner, whether which consent may be given or not withheld by the General Partner in connection with its sole and absolute discretion. The foregoing notwithstanding, the General Partner hereby grants the consents described in this Section 9.2 to transfers of Partnership Interests pursuant to an exercise of Rights, provided that any such transfer otherwise complies with all of the Rights. other provisions of this Article 9 (including, but not limited to, any additional consents required hereunder).
(b) It is shall be a condition to any transfer by a Limited Partner (other than a pledge, encumbrance, hypothecation or mortgage) otherwise permitted hereunder that the transferee assumes assume by operation of law or express agreement all of the obligations of the transferor Limited Partner under this Agreement (including, without limitation, under Article 9 hereof) with respect to such transferred Partnership Interest or Units and no such transfer (other than pursuant to a statutory merger or consolidation wherein all obligations and liabilities of the transferor Partner are assumed by a successor corporation by operation of law) shall relieve the transferor Partner of its obligations under this Agreement without the approval of the General Partner Partner, in its reasonable discretiondiscretion (it being understood that a transferor shall be deemed relieved from such obligations, without the necessity of any such approval, in respect of Partnership Interests transferred to the General Partner or the Partnership pursuant to an Exchange Rights Agreement). Upon such transfer, the transferee of a Partnership Interest shall be admitted as a substituted limited partner as such term is defined in the Act (the “Substituted Limited Partner”) Partner and shall succeed to all of the rights of the transferor Limited Partner under this Agreement in the place and stead of such transferor Limited Partner; providedPartner (which succession, howeverin the event of a pledge, that notwithstanding may be entered into and become effective at the foregoingtime of foreclosure or other realization of such pledge). The foregoing notwithstanding, any a transferee of any transferred Unitsa Unit shall not be admitted as a substituted Limited Partner unless the General Partner consents, to which consent may be given or withheld by the extent such transferee is entitled to exercise Rights under the Rights Agreement, shall be subject to any General Partner in its sole and all ownership limitations contained in the Charter which may limit or restrict such transferee’s ability to exercise the Rightsabsolute discretion. 47 Any transferee, whether or not admitted as a Substituted substituted Limited Partner, shall take subject succeed to the obligations of the transferor hereunder. Unless hereunder (unless such transfer is a pledge, encumbrance, hypothecation or mortgage or except as otherwise provided herein).
(c) In addition to any other restrictions on transfer provided herein, no Partnership Interest or Units shall be transferable by a Limited Partner unless the transferor gives written notice of the proposed transfer which notice shall state to the best of its knowledge that such transfer will not violate any of the restrictions set forth in Section 9.3 hereof.
(d) Any permitted transferee under Section 9.2 who is not admitted as a Substituted Limited PartnerPartner in accordance with this Article 9 or a transferee who only holds Units shall be considered an assignee for purposes of this Agreement. An assignee shall be deemed to have had assigned to it, and shall be entitled to receive, distributions from the Partnership and the share of Net Income, Net Loss, and any other items of income, gain, loss, deduction and credit of the Partnership and rights attributable to the Partnership Interests assigned to such transferee, but shall not be deemed to be a holder of Partnership Interests for any other purpose under this Agreement, and shall not be entitled to vote such Partnership Interests in any matter presented to the Limited Partners for a vote. In the event any such transferee desires to make a further assignment of any such Partnership Interests, such transferee shall be subject to all the provisions of this Article 9 to the same extent and in the same manner as any Limited Partner desiring to make an assignment of Partnership Interests.
(e) The Limited Partners acknowledge that neither the Partnership Interests nor the Units have been registered under any federal or state securities laws and, as a result thereof, they may not be sold or otherwise transferred, except in compliance with such laws. Notwithstanding anything to the contrary contained in this Agreement, no transfereePartnership Interest or Units may be sold or otherwise transferred unless such transfer is exempt from registration under any applicable securities laws or such transfer is registered under such laws, whether by a voluntary transfer, by operation of law or otherwise, shall have rights hereunder, other than to receive such portion of the distributions made by it being acknowledged that the Partnership as are allocable has no obligation to the take any action which would cause any such Partnership Interests or Units transferredto be registered.
Appears in 1 contract
Samples: Limited Partnership Agreement (Starwood Hotel & Resorts Worldwide Inc)
Transfers by Limited Partners. Each Limited Partner shall, subject to the provisions of this Section 8.2 9.2(b) and Section 8.4 9.3 hereof, have the right to transfer Transfer (or convert to Common Stock and thereafter sell such Common Stock) to any Person all or a any portion of its Units to any PersonPartnership Interest, whether or not in connection with the exercise of the such Limited Partner’s Rights. In addition, the Partners hereby acknowledge and agree that neither the Series Z Incentive Units nor the Series Z-1 Incentive Units shall be Transferred, other than (a) by operation of law to the estate of a Series Z Partner or Series Z-1 Partner, as applicable, or (b) to the Partnership or the General Partner.
(a) (i) It is a condition to any transfer otherwise Transfer (other than pursuant to Section 9.2(b)(ii) below) permitted hereunder under this Section 9.2 that the transferee assumes by operation of law or express agreement all of the obligations of the transferor Limited Partner under this Agreement with respect to such transferred Units Partnership Interest, and no such transfer Transfer (other than pursuant to a statutory merger or consolidation wherein all obligations and liabilities of the transferor Partner are assumed by a successor corporation or other Entity by operation of law) shall relieve the transferor Partner of its obligations under this Agreement without the approval of the General Partner Partner, in its reasonable sole and absolute discretion. Upon such transferTransfer, the transferee shall be deemed to be an Assignee with respect to such Partnership Interest, but shall not become or be admitted to the Partnership as a substituted limited partner as such term is defined Substituted Limited Partner without the consent of the General Partner, which consent may be given or withheld in the Act (General Partner’s sole and absolute discretion for any or no reason. An Assignee shall be entitled as a result of such Transfer only to receive the “Substituted Limited Partner”) and shall succeed to all economic benefits of the rights of Partnership Interest to which the transferor Limited Partner under this Agreement in the place and stead of would otherwise be entitled, along with such transferor Limited Partner; provided, however, that notwithstanding ’s rights with respect to the foregoing, Rights (although any transferee of any transferred Units, to the extent such transferee is entitled to exercise Rights under the Rights Agreement, Partnership Interest shall be subject to any and all ownership limitations contained in the Charter corporate charter of the General Partner as the same may be amended from time to time which may limit or restrict such transferee’s ability to exercise the Rights), and such Assignee shall have no right (a) to participate in the management of the Partnership or to vote on any matter requiring the consent or approval of the Limited Partners, (b) to demand or receive any account of the Partnership’s business, or (c) to inspect the Partnership’s books and records, unless and until such Assignee is admitted to the Partnership as a Substituted Limited Partner. A transferee of a Partnership Interest may become a Substituted Limited Partner only upon the satisfaction of the following conditions: (A) filing with the Partnership of a duly executed and acknowledged written instrument of assignment in a form approved by the General Partner specifying the Partnership Interest being assigned and setting forth the intention of the transferor Limited Partner that such transferee succeeds to the assignor’s interest as a Limited Partner; (B) execution and acknowledgment by the transferor Limited Partner and such transferee of any other instruments required in the discretion of the General Partner, including the acceptance and adoption by such transferee of the provisions of this Agreement; (C) obtaining the written consent of the General Partner as provided above; and (D) payment of a transfer fee to the Partnership, sufficient to cover the reasonable expenses of the substitution, if any. Any transferee, whether or not admitted as a Substituted Limited Partner, shall take subject to the obligations of the transferor Limited Partner hereunder. Unless admitted as a Substituted Limited Partner, no transferee, whether by a voluntary transfer, by operation of law or otherwise, shall have rights hereunder, other than to receive such portion of the distributions made by the Partnership as are allocable to the Units transferred.
Appears in 1 contract
Samples: First Amended and Restated Agreement of Limited Partnership (Essex Property Trust Inc)
Transfers by Limited Partners. Each Limited Partner shall, subject to the provisions of this Section 8.2 and Section 8.4 hereof, have the right to transfer all or a portion of its Units (a) Subject to any Person, whether or not in connection with the exercise of the Rights. It is a condition to any transfer otherwise permitted hereunder that the transferee assumes restrictions on transferability by operation of law or express agreement all contained elsewhere in this Agreement, and any other requirement of law imposed on the Partnership or the Limited Partners, no Limited Partner shall Transfer, or enter into any Swap Transaction with respect to, any portion of its Partnership Units, without the prior written consent of the obligations of the transferor Limited General Partner under this Agreement with respect to such transferred Units and no such transfer (other than pursuant to a statutory merger which may be given or consolidation wherein all obligations and liabilities of the transferor Partner are assumed withheld by a successor corporation by operation of law) shall relieve the transferor Partner of its obligations under this Agreement without the approval of the General Partner in its reasonable sole discretion. Upon ; provided, that if such transfer, the transferee shall be admitted as Transfer or Swap Transaction is from a substituted limited partner as such term is defined in the Act (the “Substituted Limited Partner”) and shall succeed to all of the rights of the transferor Limited Partner under this Agreement in the place and stead of to its Affiliate or a Permitted Transferee, such transferor Limited Partnerconsent shall not be unreasonably withheld); provided, however, that, (x) subject to the requirements set forth in Section 8.2(b) to (g) below, such consent of the General Partner shall not be required with respect to a Transfer by a Limited Partner of Partnership Units (i) to the Partnership, Parent or any of their respective Subsidiaries, or (ii) pursuant to and in conformity with Section 9.2 hereof, and (y) the failure of the General Partner to respond within fifteen (15) Business Days of such a request made in writing shall constitute such consent of the General Partner; provided, further that notwithstanding the foregoing, such failure to respond within such time period shall not be deemed to be the General Partner’s consent to any transferee Transfer to a Competitor.
(b) Each Limited Partner agrees that it will not Transfer, or enter into any Swap Transaction with respect to, Partnership Units prior to delivery to the Partnership of any transferred Unitsevidence in form and substance reasonably satisfactory to the Partnership including, if required by the General Partner, an opinion of counsel, to the extent effect that such transferee is entitled Transfer or Swap Transaction will be in compliance with the Securities Act and any applicable state or other securities laws.
(c) Each Limited Partner agrees, upon the reasonable request of the General Partner, to exercise Rights execute such certificates or other documents and perform such acts as the Partnership deems appropriate to preserve the status of the Partnership as a limited partnership after the completion of any Transfer of Partnership Units of such Limited Partner under the Rights Agreementlaws of any jurisdiction that is applicable to such Transfer. For purposes of this Section 8.2(c), any Transfer by a Limited Partner of its Partnership Units, whether voluntary or by operation of law, shall be subject considered a Transfer.
(d) Any Limited Partner making a Transfer or entering into a Swap Transaction permitted hereunder shall be required to pay any and all ownership limitations contained in the Charter which may limit or restrict such transferee’s ability to exercise the Rights. Any transfereefiling and recording fees, whether or not admitted as a Substituted Limited Partner, shall take subject to the obligations fees of the transferor hereunder. Unless admitted as a Substituted Limited Partner, no transferee, whether by a voluntary transfer, by operation of law or otherwise, shall have rights hereunder, counsel and accountants and other than to receive such portion of the distributions made costs and expenses incurred by the Partnership as are allocable a result of such Transfer or such Swap Transaction.
(e) No Transfer or Swap Transaction by a Limited Partner permitted hereunder shall relieve the transferring Limited Partner of any of its obligations or liabilities under this Agreement arising prior to or in connection with consummation of such Transfer or Swap Transaction.
(f) In connection with each Transfer or Swap Transaction permitted hereunder, the Limited Partner making the Transfer or entering into a Swap Transaction and the transferee shall deliver to the Units transferredPartnership such other documents and instruments as the Partnership reasonably may request to confirm that such Transfer or Swap Transaction is in compliance with the terms and conditions of this Agreement.
(g) Notwithstanding anything to the contrary set forth in this Agreement, no Transfer shall be permitted (i) if such Transfer is in violation, or could be deemed to be in violation, of applicable securities, ERISA, antitrust or other laws, (ii) if such Transfer could require any licensing, regulatory consent, registration or other significant regulatory proceeding, (iii) if such Transfer could have the effect of causing the Partnership, Parent or any of their respective Subsidiaries (or any successors thereof) to become a publicly traded partnership (within the meaning of Section 7704 of the Code), (iv) if the General Partner determines that such Transfer would reasonably be expected to have an adverse regulatory impact on Partnership, the General Partner, Parent or any of their respective Affiliates or (v) if such Transfer is to a Competitor.
(h) Any transferee of any Securities of any Other Partner shall have all the rights and be bound by all of the obligations hereunder, including, without limitation, the irrevocable proxy contained in Section 14.14 hereof, of such Other Partner, except that no such transferee, other than a transferee who is an Affiliate of such Other Partner, shall have any rights under Section 9.5.
Appears in 1 contract
Samples: Limited Partnership Agreement (Bumble Bee Capital Corp.)
Transfers by Limited Partners. Each Limited Partner shall, subject to the provisions of this Section 8.2 and Section 8.4 hereof, have the right to transfer all or a portion of its Units to any Person, whether or not in connection with the exercise of the Rights. It is a condition to any transfer otherwise permitted hereunder that the transferee assumes by operation of law or express agreement all of the obligations of the transferor Limited Partner under this Agreement with respect to such transferred Units and no such transfer (other than pursuant to a statutory merger or consolidation wherein all obligations and liabilities of the transferor Partner are assumed by a successor corporation by operation of law) shall relieve the transferor Partner of its obligations under this Agreement without the approval of the General Partner Partner, in its reasonable discretion. Upon such transfer, the transferee shall be admitted as a substituted limited partner as such term is defined in the Act (the “"Substituted Limited Partner”") and shall succeed to all of the rights of the transferor Limited Partner under this Agreement in the place and stead of such transferor Limited Partner; provided, however, that notwithstanding the foregoing, any transferee of any transferred Units, to the extent such transferee is entitled to exercise Rights under the Rights Agreement, shall be subject to any and all ownership limitations contained in the Charter which may limit or restrict such transferee’s 's ability to exercise the Rights. Any transferee, whether or not admitted as a Substituted Limited Partner, shall take subject to the obligations of the transferor hereunder. Unless admitted as a Substituted Limited Partner, no transferee, whether by a voluntary transfer, by operation of law or otherwise, shall have rights hereunder, other than to receive such portion of the distributions made by the Partnership as are allocable to the Units transferred.
Appears in 1 contract
Samples: Agreement of Limited Partnership (General Growth Properties Inc)
Transfers by Limited Partners. Each Limited Partner shall, subject to the provisions of this Section 8.2 and Section 8.4 hereof, have the right to transfer all or a portion of its Units (a) Subject to any Person, whether or not in connection with the exercise of the Rights. It is a condition to any transfer otherwise permitted hereunder that the transferee assumes restrictions on transferability by operation of law or express agreement all contained elsewhere in this Agreement and any other requirement of law imposed on the obligations of Partnership or the transferor Limited Partners:
(i) no Limited Partner under this Agreement with respect to such transferred Units and no such transfer (other than pursuant to a statutory merger Falcon, Xxxxx or consolidation wherein all obligations and liabilities Kayne) shall Transfer, or enter into any Swap Transaction with respect to, any portion of its Partnership Units, without the prior written consent of the transferor General Partner are assumed (which may be given or withheld by a successor corporation by operation of law) shall relieve the transferor Partner of its obligations under this Agreement without the approval of the General Partner in its reasonable sole discretion. Upon ); provided, that if such transferTransfer or Swap Transaction is from a Limited Partner to its Affiliate or a Permitted Transferee, such consent shall not be unreasonably withheld); and
(ii) neither Falcon, Xxxxx nor Kayne shall Transfer, or enter into any Swap Transaction with respect to, any portion of their Partnership Units, without the transferee prior written consent of the General Partner (which (i) in the case of (x) Series A Preferred Units that are either Transferred alone or that are Transferred together with Class A Common Units at a ratio of 0.15611 Class A Common Units for each Series A Preferred Unit that is Transferred, or (y) Common Units that are Transferred to an Affiliate or a Permitted Transferee, may not, in either case, be unreasonably withheld by the General Partner, and (ii) in the case of Class A Common Units that are not transferred together with a corresponding number of Series A Preferred Units as set forth in subsection (i) above, may be given or withheld by the General Partner in its sole discretion); provided that, notwithstanding the foregoing, Falcon, Xxxxx and Kayne shall be admitted as a substituted limited partner as free to Transfer all or any part of their respective rights in their Partnership Units, upon at least ten (10) Business Days prior written notice to the General Partner, to one or more of their Affiliates if such term is defined Affiliates are alternative investment vehicles and/or blocker corporations and such alternative investment vehicles and blocker corporations satisfy the other Transfer requirements set forth in the Act (the “Substituted Limited Partner”) and shall succeed to all of the rights of the transferor Limited Partner under this Agreement in the place and stead of such transferor Limited PartnerSection 8.2; provided, however, that (x) subject to the requirements set forth in Section 8.2(b) to (g) below, such consent of the General Partner shall not be required with respect to a Transfer by a Limited Partner of Partnership Units (i) to the Partnership or any of its Subsidiaries or (ii) pursuant to and in conformity with Sections 9.1 or 9.2, , and (y) the failure of the General Partner to respond within fifteen (15) Business Days of such a request made in writing shall constitute such consent of the General Partner; provided, further, that notwithstanding the foregoing, such failure to respond within such time period shall not be deemed to be the General Partner’s consent to any transferee Transfer to a Competitor.
(b) Each Limited Partner agrees that it will not Transfer, or enter into any Swap Transaction with respect to, Partnership Units prior to delivery to the Partnership of any transferred Unitsevidence in form and substance reasonably satisfactory to the Partnership including, if required by the General Partner, an opinion of counsel, to the extent effect that such transferee is entitled Transfer or Swap Transaction will be in compliance with the Securities Act and any applicable state or other securities laws.
(c) Each Limited Partner agrees, upon the reasonable request of the General Partner, to exercise Rights execute such certificates or other documents and perform such acts as the Partnership deems appropriate to preserve the status of the Partnership as a limited partnership after the completion of any Transfer of Partnership Units of such Limited Partner under the Rights Agreementlaws of any jurisdiction that is applicable to such Transfer. For purposes of this Section 8.2(c), any Transfer by a Limited Partner of its Partnership Units, whether voluntary or by operation of law, shall be subject considered a Transfer.
(d) Any Limited Partner making a Transfer or entering into a Swap Transaction permitted hereunder shall be required to pay any and all ownership limitations contained in the Charter which may limit or restrict such transferee’s ability to exercise the Rights. Any transfereefiling and recording fees, whether or not admitted as a Substituted Limited Partner, shall take subject to the obligations fees of the transferor hereunder. Unless admitted as a Substituted Limited Partner, no transferee, whether by a voluntary transfer, by operation of law or otherwise, shall have rights hereunder, counsel and accountants and other than to receive such portion of the distributions made costs and expenses incurred by the Partnership as are allocable a result of such Transfer or such Swap Transaction.
(e) No Transfer or Swap Transaction by a Limited Partner permitted hereunder shall relieve the transferring Limited Partner of any of its obligations or liabilities under this Agreement arising prior to or in connection with consummation of such Transfer or Swap Transaction.
(f) In connection with each Transfer or Swap Transaction permitted hereunder, the Limited Partner making the Transfer or entering into a Swap Transaction and the transferee shall deliver to the Partnership such other documents and instruments as the Partnership reasonably may request to confirm that such Transfer or Swap Transaction is in compliance with the terms and conditions of this Agreement.
(g) Notwithstanding anything to the contrary set forth in this Agreement, no Transfer shall be permitted (i) if such Transfer is in violation, or could be deemed to be in violation, of applicable securities, ERISA, antitrust or other laws, (ii) if such Transfer could require any licensing, regulatory consent, registration or other significant regulatory proceeding, (iii) if such Transfer could have the effect of causing the Partnership or any of its Subsidiaries (or any successors thereof) to become a publicly traded partnership (within the meaning of Section 7704 of the Code), (iv) if the General Partner determines that such Transfer would reasonably be expected to have an adverse regulatory impact on Partnership, the General Partner, or any of their respective Affiliates, (v) such Transfer would be prohibited pursuant to any Restricted Class A Subscription Agreement or any Vesting Agreement, or (vi) if such Transfer is to a Competitor.
(h) Any transferee of any Securities of any Other Common Partner shall have all the rights and be bound by all of the obligations hereunder, including, without limitation, the irrevocable proxy contained in Section 14.14 hereof, of such Other Common Partner, except that no such transferee, other than a transferee who is an Affiliate of such Other Common Partner, shall have any rights under Section 9.5.
(i) Upon a Transfer of any Class A Common Units transferredby a Centre Partners Entity to (x) a Permitted Transferee, such Permitted Transferee shall be bound by all of the obligations hereunder of such Centre Partners Entity but shall have only those rights of such Centre Partners Entity hereunder as such Centre Partners Entity shall agree in its sole discretion and (y) any transferee (other than a Permitted Transferee), such transferee shall have all of the rights and be bound by all of the obligations of an Other Common Partner hereunder including, without limitation, the irrevocable proxy contained in Section 14.14 hereof, except that such transferee shall have only those rights as such Centre Partners Entity shall agree in its sole discretion.
Appears in 1 contract
Samples: Limited Partnership Agreement (Bumble Bee Capital Corp.)
Transfers by Limited Partners. Each Except as otherwise provided in this Section 9.3, the Limited Partner shallPartners shall not Transfer all or any portion of their Partnership Units to any transferee without the consent of the Managing General Partner, which consent may be withheld in its sole and absolute discretion; PROVIDED, HOWEVER, that the foregoing shall not be considered a limitation on the ability of the Limited Partners to exercise their Rights pursuant to Article XI hereof.
(a) Notwithstanding the foregoing, but subject to the provisions of this Section 8.2 and Section 8.4 9.5 hereof, have any Limited Partner may at any time, without the right to transfer consent of the Managing General Partner, (i) Transfer all or a portion of its Partnership Units or LP Preferred Units to an Affiliate of such Limited Partner, or (ii) Pledge some or all of its Partnership Units or LP Preferred Units to any Person, whether Institutional Lender. Any Transfer to an Affiliate pursuant to clause (i) and any Transfer to a pledgee of Partnership Units or not in connection with LP Preferred Units Pledged pursuant to clause (ii) may be made without the exercise consent of the RightsManaging General Partner but, except as provided in subsequent provisions of this Section 9.3, such transferee or such pledgee shall hold the Units or LP Preferred Units so transferred to it (and shall be admitted to the Partnership as a Substitute Limited Partner) subject to all the restrictions set forth in this Section 9.3. It is a condition to any transfer Transfer otherwise permitted hereunder that the transferee assumes by operation under any provision of law or express agreement all of the obligations of the transferor Limited Partner under this Agreement with respect to such transferred Units and no such transfer (other than pursuant to a statutory merger or consolidation wherein all obligations and liabilities of the transferor Partner are assumed by a successor corporation by operation of law) shall relieve the transferor Partner of its obligations under this Agreement without the approval of the General Partner in its reasonable discretion. Upon such transfer, the transferee shall be admitted as a substituted limited partner as such term is defined in the Act (the “Substituted Limited Partner”) and shall succeed to all of the rights of the transferor Limited Partner under this Agreement in the place and stead of such transferor Limited Partner; provided, however, that notwithstanding the foregoing, any transferee of any transferred Units, to the extent such transferee is entitled to exercise Rights under the Rights Agreement, shall be subject to any and all ownership limitations contained in the Charter which may limit or restrict such transferee’s ability to exercise the Rights. Any transferee, whether or not admitted as a Substituted Limited Partner, shall take subject to the obligations of the transferor hereunder. Unless admitted as a Substituted Limited Partner, no transferee, whether by a voluntary transfer, by operation of law or otherwise, shall have rights hereunder, other than to receive such portion of the distributions made by the Partnership as are allocable to the Units transferred.this
Appears in 1 contract
Samples: Limited Partnership Agreement (Simon Property Group L P /De/)
Transfers by Limited Partners. Each Except as otherwise set forth in this Article 13, a Limited Partner shallmay not sell, subject to the provisions of this Section 8.2 and Section 8.4 hereofassign, have the right to transfer transfer, pledge or hypothecate all or a portion any part of its Units to any Person, whether or not interest in connection with the exercise Partnership without the prior written consent of the RightsGeneral Partner. It is a condition The General Partner in its sole discretion may withhold its consent to any transfer otherwise permitted hereunder that for which such consent is required with or without reasonable cause. If a Limited Partner receives the transferee assumes by operation of law or express agreement all prior written consent of the obligations General Partner, he may sell his interest in the Partnership if the following conditions are satisfied:
(a) The sale, transfer or assignment is with respect to one or more Units;
(b) The sale, transfer or assignment, when aggregated with any prior sales, transfers or assignments of Partnership interests, does not result in a sale or exchange within a twelve (12) month period of fifty percent (50%) or more of the transferor total interests in the Partnership’s capital and profits within the meaning of Code Section 708(b) (provided that such a sale, transfer or assignment may be completed if Approved by the Board);
(c) The Limited Partner under this Agreement and its transferee execute, acknowledge and deliver to the General Partner such instruments of transfer and assignment with respect to such transferred Units transaction as are in form and no substance satisfactory to the General Partner,
(d) Unless waived in writing by the General Partner, the Limited Partner delivers to the General Partner an opinion of counsel satisfactory to the General Partner, covering such transfer (securities and tax laws and other than pursuant to a statutory merger or consolidation wherein all obligations and liabilities aspects of the transferor proposed transfer as the General Partner are assumed by may reasonably request;
(e) The Limited Partner has furnished to the transferee a successor corporation by operation written statement showing the name and taxpayer identification number of lawsuch transferee in such form and together with such other information as may be required under Section 6050K of the Code and the Regulations thereunder, and
(f) The Limited Partner pays the Partnership a transfer fee that is sufficient to pay all reasonable expenses of the Partnership (which shall relieve the transferor Partner of its obligations under this Agreement without the approval include any and all expenses of the General Partner) in connection with such transaction. Any Limited Partner who thereafter sells, assigns or otherwise transfers all or any portion of his interest in its reasonable discretion. Upon the Partnership shall promptly notify the General Partner of such transfer, transfer and shall furnish to the General Partner the name and address of the transferee shall and such other information as may be admitted as a substituted limited partner as such term is defined in the Act (the “Substituted Limited Partner”) and shall succeed to all required under Section 6050K of the rights of Code and the transferor Limited Partner under this Agreement in the place and stead of such transferor Limited Partner; provided, however, that notwithstanding the foregoing, any transferee of any transferred Units, to the extent such transferee is entitled to exercise Rights under the Rights Agreement, shall be subject to any and all ownership limitations contained in the Charter which may limit or restrict such transferee’s ability to exercise the Rights. Any transferee, whether or not admitted as a Substituted Limited Partner, shall take subject to the obligations of the transferor hereunder. Unless admitted as a Substituted Limited Partner, no transferee, whether by a voluntary transfer, by operation of law or otherwise, shall have rights hereunder, other than to receive such portion of the distributions made by the Partnership as are allocable to the Units transferredRegulations thereunder.
Appears in 1 contract
Transfers by Limited Partners. Each Except as otherwise set forth in this Article 13 and Article 14, a Limited Partner shallmay not sell, subject to the provisions of this Section 8.2 and Section 8.4 hereofassign, have the right to transfer transfer, pledge or hypothecate all or a portion any part of its Units to any Person, whether or not interest in connection with the exercise Partnership without the prior written consent of the RightsGeneral Partner. It is a condition The General Partner in its sole discretion may withhold its consent to any transfer otherwise permitted hereunder that for which such consent is required with or without reasonable cause. If a Limited Partner receives the transferee assumes by operation of law or express agreement all prior consent of the obligations General Partner, he may sell his interest in the Partnership if the following conditions are satisfied:
(a) The sale, transfer or assignment is to a Qualified Purchaser and is with respect to one or more Units;
(b) The sale, transfer or assignment, when aggregated with any prior sales, transfers or assignments of Partnership interests, does not result in a sale or exchange within a twelve (12) month period of fifty percent (50%) or more of the transferor total interests in the Partnership’s capital and profits within the meaning of Code Section 708(b) (provided that such a sale, transfer or assignment may be completed if Approved by the Partners);
(c) The Limited Partner under this Agreement and its transferee execute, acknowledge and deliver to the General Partner such instruments of transfer and assignment with respect to such transferred Units transaction as are in form and no substance satisfactory to the General Partner;
(d) Unless waived in writing by the General Partner, the Limited Partner delivers to the General Partner an opinion of counsel satisfactory to the General Partner, covering such transfer (securities and tax laws and other than pursuant to a statutory merger or consolidation wherein all obligations and liabilities aspects of the transferor proposed transfer as the General Partner are assumed by may reasonably request;
(e) The Limited Partner has furnished to the transferee a successor corporation by operation written statement showing the name and taxpayer identification number of lawthe Partnership in such form and together with such other information as may be required under Section 6050K of the Code and the Regulations thereunder; and
(f) The Limited Partner pays the Partnership a transfer fee that is sufficient to pay all reasonable expenses of the Partnership (which shall relieve the transferor Partner of its obligations under this Agreement without the approval include any and all expenses of the General Partner) in connection with such transaction. Any Limited Partner who thereafter sells, assigns or otherwise transfers all or any portion of his interest in its reasonable discretion. Upon the Partnership shall promptly notify the General Partner of such transfer, transfer and shall furnish to the General Partner the name and address of the transferee shall and such other information as may be admitted as a substituted limited partner as such term is defined in the Act (the “Substituted Limited Partner”) and shall succeed to all required under Section 6050K of the rights of Code and the transferor Limited Partner under this Agreement in the place and stead of such transferor Limited Partner; provided, however, that notwithstanding the foregoing, any transferee of any transferred Units, to the extent such transferee is entitled to exercise Rights under the Rights Agreement, shall be subject to any and all ownership limitations contained in the Charter which may limit or restrict such transferee’s ability to exercise the Rights. Any transferee, whether or not admitted as a Substituted Limited Partner, shall take subject to the obligations of the transferor hereunder. Unless admitted as a Substituted Limited Partner, no transferee, whether by a voluntary transfer, by operation of law or otherwise, shall have rights hereunder, other than to receive such portion of the distributions made by the Partnership as are allocable to the Units transferredRegulations thereunder.
Appears in 1 contract
Samples: Limited Partnership Agreement (Marietta Surgical Center, Inc.)
Transfers by Limited Partners. Each Except as otherwise provided in this Section 9.3, the Limited Partner shallPartners shall not Transfer all or any portion of their Partnership Units to any transferee without the consent of the Managing General Partner, which consent may be withheld in its sole and absolute discretion; provided, however, that the foregoing shall not be considered a limitation on the ability of the Limited Partners to exercise their Rights pursuant to Article XI hereof.
(a) Notwithstanding the foregoing, but subject to the provisions of this Section 8.2 and Section 8.4 9.5 hereof, have any Limited Partner may at any time, without the right to transfer consent of the Managing General Partner, (i) Transfer all or a portion of its Partnership Units to an Affiliate of such Limited Partner, or (ii) Pledge some or all of its Partnership Units to any Person, whether or not in connection with Institutional Lender. Any Transfer to an Affiliate pursuant to clause (i) and any Transfer to a pledgee of Partnership Units Pledged pursuant to clause (ii) may be made without the exercise consent of the RightsManaging General Partner but, except as provided in subsequent provisions of this Section 9.3, such transferee or such pledgee shall hold the Units so transferred to it (and shall be admitted to the Partnership as a Substitute Limited Partner) subject to all the restrictions set forth in this Section 9.3. It is a condition to any transfer Transfer otherwise permitted hereunder under any provision of this Section 9.3 that the transferee assumes by operation of law or express agreement all of the obligations of the transferor Limited Partner under this Agreement with respect to such transferred Partnership Units arising after the effective date of the Transfer and no such transfer Transfer (other than pursuant to a statutory merger or consolidation wherein all obligations and liabilities of the transferor Partner are assumed by a successor corporation by operation of law, and other than pursuant to an exercise of the Rights pursuant to Article XI wherein all obligations and liabilities of the transferor Partner arising from and after the date of such Transfer shall be assumed by the Managing General Partner) shall relieve the transferor Partner of 49 54 its obligations under this Agreement without prior to the approval effective date of the General Partner in its reasonable discretionsuch Transfer. Upon any such transferTransfer or Pledge permitted under this Section 9.3, the transferee or, upon foreclosure on the Pledged Partnership Units, each Institutional Lender which is the pledgee shall be admitted as a substituted limited partner Substituted Limited Partner as such term is defined in the Act (the “Substituted Limited Partner”) and shall succeed to all of the rights, including rights with respect to the Rights, of the transferor Limited Partner under this Agreement in the place and stead of such transferor Limited Partner; provided, however, that notwithstanding the foregoing, any transferee of any transferred UnitsPartnership Unit shall, to unless the extent such transferee Ownership Limit is entitled to exercise Rights under waived in writing by the Rights AgreementManaging General Partner, shall be subject to any and all ownership limitations contained in the Charter Ownership Limit applicable to Persons other than the Limited Partners and/or their Affiliates which may limit or restrict such transferee’s 's ability to exercise the Limited Partner's Rights, if any. Any transferee, whether or not admitted as a Substituted Limited Partner, shall take subject to the obligations of the transferor hereunder. Unless admitted as No transferee pursuant to a Substituted Limited Transfer which is not expressly permitted under this Section 9.3 and is not consented to by the Managing General Partner, no transferee, whether by a voluntary transferTransfer, by operation of law or otherwise, shall have any rights hereunder, other than the right to receive such portion of the distributions and allocations of Profits and Losses made by the Partnership as are allocable to the Partnership Units so transferred.
(b) In addition to the Rights granted to the JCP Limited Partner and any other Transfers permitted under this Article IX, the JCP Limited Partner shall have the right to transfer all of its Partnership Units to a single accredited investor, as defined in Rule 501 promulgated under the Securities Act, subject to the provisions of Section 9.5, and such transferee shall be admitted to the Partnership as a Substitute Limited Partner. Any transferee of the Partnership Units owned by the JCP Limited Partner shall be subject to all of the restrictions set forth in Section 9.3(a) above; provided, however, that if the JCP Limited Partner hereafter Pledges its Partnership Units pursuant to Section 9.3(a), then provided that the JCP Limited Partner has not previously exercised the right provided for above in this Section 9.3(b), the Institutional Lender or Lenders which are the pledgee(s) may exercise such right, whether by taking title to the JCP Limited Partner's Partnership Units and then transferring the same or by effecting such transfer upon foreclosure of the Pledge.
(c) The Limited Partners acknowledge that the Partnership Units have not been registered under any federal or state securities laws and, as a result thereof, they may not be sold or otherwise transferred, except in accordance with Article XI or otherwise in compliance with such laws. Notwithstanding anything to the contrary contained in this Agreement, no Partnership Units may be sold or otherwise transferred except pursuant to Article XI unless such Transfer is exempt from registration under any applicable securities laws or such Transfer is registered under such laws, it being acknowledged that the 50 55 Partnership has no obligation to take any action which would cause any such interests to be registered.
Appears in 1 contract
Samples: Limited Partnership Agreement (SPG Realty Consultants Inc)
Transfers by Limited Partners. Each Except as otherwise provided in this Section 9.2, the Limited Partner shallPartners shall not Transfer all or any portion of their Partnership Units, LP Preferred Units or LTIP Units to any transferee without the consent of the General Partner, which consent may be withheld in its sole and absolute discretion; provided, however, that the foregoing shall not be considered a limitation on the ability of the Limited Partners to exercise their Rights pursuant to Article XI hereof.
(a) Notwithstanding the foregoing, but subject to the provisions of this Section 8.2 and Section 8.4 9.4 hereof, have any Limited Partner may at any time, without the right to transfer consent of the General Partner, (i) Transfer all or a portion of its Partnership Units or LP Preferred Units to an Affiliate of such Limited Partner, or (ii) Pledge some or all of its Partnership Units or LP Preferred Units to any Person, whether Institutional Lender. Any Transfer to an Affiliate pursuant to clause (i) and any Transfer to a pledgee of Partnership Units or not in connection with LP Preferred Units Pledged pursuant to clause (ii) may be made without the exercise consent of the RightsGeneral Partner but, except as provided in subsequent provisions of this Section 9.2, such transferee or such pledgee shall hold the Units or LP Preferred Units so transferred to it (and shall be admitted to the Partnership as a Substitute Limited Partner) subject to all the restrictions set forth in this Section 9.2. It is a condition to any transfer Transfer otherwise permitted hereunder under any provision of this Section 9.2 that the transferee assumes by operation of law or express agreement all of the obligations of the transferor Limited Partner under this Agreement with respect to such transferred Partnership Units or LP Preferred Units, as the case may be, arising after the effective date of the Transfer and no such transfer Transfer (other than pursuant to a statutory merger or consolidation wherein all obligations and liabilities of the transferor Partner are assumed by a successor corporation by operation of law, and other than pursuant to an exercise of the Rights pursuant to Article XI wherein all obligations and liabilities of the transferor Partner arising from and after the date of such Transfer shall be assumed by the General Partner) shall relieve the transferor Limited Partner of its obligations under this Agreement without prior to the approval effective date of the General Partner in its reasonable discretionsuch Transfer. Upon any such transferTransfer or Pledge permitted under this Section 9.2, the transferee or, upon foreclosure on the Pledged Partnership Units or LP Preferred Units, as the case may be, each Institutional Lender which is the pledgee shall be admitted as a substituted limited partner Substituted Limited Partner as such term is defined in the Act (the “Substituted Limited Partner”) and shall succeed to all of the rights, including rights with respect to the Rights, of the transferor Limited Partner under this Agreement in the place and stead of such transferor Limited Partner; provided, however, that notwithstanding the foregoing, any transferee of any transferred Partnership Unit or LP Preferred Units, to as the extent such transferee case may be, shall, unless the Ownership Limit is entitled to exercise Rights under waived in writing by the Rights AgreementGeneral Partner, shall be subject to any and all ownership limitations contained in the Charter Ownership Limit applicable to Persons other than the Limited Partners and/or their Affiliates which may limit or restrict such transferee’s ability to exercise the Limited Partner’s Rights, if any. Any transferee, whether or not admitted as a Substituted Limited Partner, shall take subject to the obligations of the transferor hereunder. Unless admitted as No transferee pursuant to a Substituted Limited Transfer which is not expressly permitted under this Section 9.2 and is not consented to by the General Partner, no transferee, whether by a voluntary transferTransfer, by operation of law or otherwise, shall have any rights hereunder, other than the right to receive such portion of the distributions and allocations of Profits and Losses made by the Partnership as are allocable to the Partnership Units or LP Preferred Units, as the case may be, so transferred.
(b) In addition to the Rights granted to the JCP Limited Partner and any other Transfers permitted under this Article IX, the JCP Limited Partner shall have the right to transfer all of its Partnership Units to a single accredited investor, as defined in Rule 501 promulgated under the Securities Act, subject to the provisions of Section 9.4, and such transferee shall be admitted to the Partnership as a Substitute Limited Partner. Any transferee of the Partnership Units owned by the JCP Limited Partner shall be subject to all of the restrictions set forth in Section 9.2(a) above; provided, however, that if the JCP Limited Partner hereafter Pledges its Partnership Units pursuant to Section 9.2(a), then provided that the JCP Limited Partner has not previously exercised the right provided for above in this Section 9.2(b), the Institutional Lender or Lenders which are the pledgee(s) may exercise such right, whether by taking title to the JCP Limited Partner’s Partnership Units and then transferring the same or by effecting such transfer upon foreclosure of the Pledge.
(c) The Limited Partners acknowledge that the Partnership Units and LP Preferred Units have not been registered under any federal or state securities laws and, as a result thereof, they may not be sold or otherwise transferred, except in accordance with Article XI or otherwise in compliance with such laws. Notwithstanding anything to the contrary contained in this Agreement, no Partnership Units or LP Preferred Units may be sold or otherwise transferred except pursuant to Article XI unless such Transfer is exempt from registration under any applicable securities laws or such Transfer is registered under such laws, it being acknowledged that the Partnership has no obligation to take any action which would cause any such interests to be registered.
Appears in 1 contract
Samples: Limited Partnership Agreement (Simon Property Group Inc /De/)
Transfers by Limited Partners. Each Limited Partner shall, subject (a) Subject to the provisions of this Section 8.2 Sections 9.3(b) and Section 8.4 hereof9.3(d), no Limited Partner shall have the right to transfer all or a any portion of its Units to any Person, whether or not in connection with Partnership Interest without the exercise prior written consent of the Rights. It is a condition to any transfer otherwise permitted hereunder that the transferee assumes General Partner, which consent may be given or withheld by operation of law or express agreement all of the obligations of the transferor Limited Partner under this Agreement with respect to such transferred Units and no such transfer (other than pursuant to a statutory merger or consolidation wherein all obligations and liabilities of the transferor Partner are assumed by a successor corporation by operation of law) shall relieve the transferor Partner of its obligations under this Agreement without the approval of the General Partner in its reasonable sole and absolute discretion. Upon such The General Partner shall be deemed to have consented to the transfers described in Exhibit D.
(b) Notwithstanding the provisions of Section 9.3(a) (but subject to the provisions of Section 9.4), a Limited Partner may transfer, with or without the consent of the General Partner, all or a portion of its Partnership Interests to (i) a member of such transferor's Immediate Family, or a trust for the benefit of a member of such transferor's Immediate Family in a donative transfer that does not involve the receipt of any consideration and (ii) if such Limited Partner is a trust, to one or more beneficiaries thereof; provided, that any Partnership Interest permitted to be transferred pursuant to this Section 9.3(b) shall remain subject to all provisions of this Agreement, including, without limitation, this Article IX.
(c) No Limited Partner shall have the right to substitute a transferee shall be admitted as a Limited Partner in its place. The General Partner shall, however, have the right to consent to the admission of a transferee of the interest of a Limited Partner pursuant to this Section 9.3 as a substituted limited partner (as such term is defined used in the Act (Act), which consent may be given or withheld by the “Substituted Limited Partner”) General Partner in its sole and shall succeed to all of the rights of the transferor Limited Partner under this Agreement in the place and stead of such transferor Limited Partnerabsolute discretion; provided, however, that notwithstanding the foregoing, any General Partner will be deemed to have consented to the admission of an Assignee described in Section 9.3(b) of this Agreement. The General Partner's failure or refusal to permit a transferee of any transferred Unitssuch interests to become a substituted limited partner shall not give rise to any cause of action against the Partnership or any Partner. A transferee who has been admitted as a substitute Limited Partner in accordance with this Article IX shall have all the rights and powers and be subject to all the restrictions and liabilities of a Limited Partner under this Agreement.
(d) If the General Partner, in its sole and absolute discretion, does not consent to the extent admission of any Person that is a permitted transferee under Sections 9.3(a) or 9.3(b), as a substituted limited partner, such transferee is shall be considered an assignee ("Assignee") for purposes of this Agreement. An Assignee shall be deemed to have had assigned to it, and shall be entitled to exercise receive, distributions from the Partnership and the share of Net Income, Net Losses, and any other items of income, gain, loss, deduction and credit of the Partnership attributable to the Partnership Interests assigned to it and shall have all of the Redemption Rights referred to in Section 11.1 of this Agreement attributable to such Partnership Interests, but shall not be deemed to be a holder of Partnership Interests for any other purpose under the Rights this Agreement, and shall not be entitled to vote such Partnership Interests in any matter presented to the Limited Partners for a vote (such Partnership Interests being deemed to have been voted on such matter in the same proportion as all other Partnership Interests held by Limited Partners are voted). In the event any Assignee desires to make a further assignment of any such Partnership Interests, such Assignee shall be subject to all the provisions of this Article IX to the same extent and in the same manner as a Limited Partner desiring to make an assignment of Partnership Interests.
(e) The Limited Partners acknowledge that the Partnership Interests have not been registered under any and all ownership limitations federal or state securities laws and, as a result thereof, they may not be sold or otherwise transferred, except in compliance with such laws. Notwithstanding anything to the contrary contained in the Charter which may limit or restrict such transferee’s ability to exercise the Rights. Any transferee, whether or not admitted as a Substituted Limited Partner, shall take subject to the obligations of the transferor hereunder. Unless admitted as a Substituted Limited Partnerthis Agreement, no transfereePartnership Interest may be sold or otherwise transferred unless such transfer is exempt from registration under any applicable securities laws or such transfer is registered under such laws, whether by a voluntary transfer, by operation of law or otherwise, shall have rights hereunder, other than to receive such portion of the distributions made by it being acknowledged that the Partnership as are allocable has no obligation to the Units transferredtake any action which would allow any such Partnership Interests to be registered.
Appears in 1 contract
Samples: Limited Partnership Agreement (Strategic Timber Trust Inc)
Transfers by Limited Partners. Each (a) No Limited Partner shallshall have the right, subject directly or indirectly, to Transfer all or any part of its Partnership Interest to any Person without the provisions prior written consent of this Section 8.2 and Section 8.4 the General Partner, including a majority of the Special Committee, which consent shall not be unreasonably withheld or delayed; PROVIDED, HOWEVER, that no such consent shall be required for (i) a Transfer of Partnership Interests pursuant to Article XII hereof, have (ii) a Transfer of Partnership Interests to a Permitted Holder, (iii) the right subjecting of a Limited Partnership Interest to transfer all a Permitted Limited Partnership Interest Lien or (iv) the subsequent foreclosure on such a portion of its Units to any Person, whether or not in connection with the exercise of the Rights. Permitted Limited Partnership Interest Lien.
(b) It is shall be a further condition to any transfer Transfer (other than the granting of a Permitted Limited Partnership Interest Lien) otherwise permitted hereunder (including upon the foreclosure of any Lien) that the transferee assumes assume by operation of law or express agreement all of the obligations of the transferor Limited Partner under this Agreement (including, without limitation, under Article IX) with respect to such transferred Units Partnership Interest and no such transfer Transfer (other than pursuant to a statutory merger or consolidation wherein all obligations and liabilities of the transferor Partner are assumed by a successor corporation by operation of law) shall relieve the transferor Partner of its obligations under this Agreement without the approval of the General Partner Partner, in its reasonable discretiondiscretion (it being understood that, without limiting the generality of Section 9.5, a transferor Partner shall be deemed relieved from such obligations, without the necessity of any such approval, in respect of Partnership Interests transferred to the General Partner pursuant to Article XII hereof). Upon such transferTransfer, the transferee shall shall, subject to Section 9.2(d), be admitted as a substituted limited partner as such term is defined in the Act (the “Substituted Limited Partner”) Partner and shall succeed to all of the rights, including rights with respect to Article XII hereof, of the transferor Limited Partner under this Agreement in the place and stead of such transferor Limited Partner; providedPartner (which succession, however, that notwithstanding the foregoing, any transferee of any transferred Units, to the extent such transferee is entitled to exercise Rights under the Rights Agreement, shall be subject to any and all ownership limitations contained in the Charter which event of a pledge, may limit be entered into and become effective at the time of foreclosure or restrict other realization of such transferee’s ability to exercise the Rightspledge). Any transferee, whether or not admitted as a Substituted substituted Limited Partner, shall take subject succeed to the obligations of the transferor hereunderhereunder (unless such transfer is a pledge, encumbrance, hypothecation or mortgage or except as otherwise provided herein). Unless admitted as a Substituted Limited PartnerPartner pursuant to, and in accordance with, the terms hereof, no transferee, whether by a voluntary transferTransfer, by operation of law or otherwise, shall have rights hereunder, other than (i) to receive such portion of the distributions made by the Partnership as are allocable to the Units Percentage Interest transferred and (ii) under Article XII hereof.
(c) In addition to any other restrictions on transfer provided herein, no Partnership Interest of a Limited Partner shall be transferable unless the General Partner has determined by written notification (a "TRANSFER DETERMINATION") to the transferring Limited Partner, which Transfer Determination shall not be unreasonably withheld and shall be deemed given if not refused within ten Business Days of the notice to the Partnership of a proposed transfer; PROVIDED THAT, the proposed transferor and transferee have promptly responded in writing to the reasonable requests, if any, of the General Partner for additional information sufficient for the General Partner to determine the matters set forth in this Section 9.2(c), that either (i) such transfer will not cause (x) any lender to the Partnership to hold in excess of ten (10) percent of the aggregate Partnership Interests or any other percentage of the Partnership Interest that would, pursuant to the Regulations under Section 752 of the Code or any successor provision, cause a loan by such lender to constitute Partner Nonrecourse Debt, (y) a transfer of a Partnership Interest the value of which would have been less than $20,000 when issued, or (z) a prohibited transaction (as defined in section 4975(c) of the Code or Section 406 of ERISA) to occur, or the Partnership to become, with respect to any employee benefit plan subject to Title 1 of ERISA, a "party in interest" (as defined in Section 3(14) of ERISA) or a "disqualified person" (as defined in Section 4975(e)(2) of the Code), or the Partnership to be deemed to hold "plan assets" (as defined in regulations promulgated by the Department of Labor) of any employee benefit plan subject to Title I of ERISA, or (ii) the General Partner has determined to waive one or more of such requirements as of the date of this Agreement, and may, after the date of this Agreement, waive one or more of such requirements in its reasonable discretion after having determined that the transfer will not materially adversely affect the Partnership, its assets or any Partner, or constitute a violation of law.
(d) Any transferee of the interest of a Limited Partner pursuant to this Section 9.2 shall, upon the written request of such transferee and the transferring Limited Partner and the consent of the General Partner, including a majority of the Special Committee, which consent shall not be unreasonably withheld or delayed, be admitted as a Limited Partner under this Article IX, and the transferring Limited Partner shall, if all of its Partnership Interests have been Transferred, withdraw from the Partnership. The Partnership shall not be required in any way to determine the validity of any written instrument referred to in the immediately preceding sentence, and shall be authorized to rely upon any such written instrument signed by the necessary parties.
(e) Any permitted transferee under Section 9.2 who is not admitted as a substituted Limited Partner in accordance with this Article IX (including, without limitation, Sections 9.2(b) and 9.2(d)) shall be considered an assignee for purposes of this Agreement. An assignee shall be deemed to have had assigned to it, and shall be entitled to receive, distributions from the Partnership and the share of Net Income, Net Losses, and any other items of income, gain, loss, deduction and credit of the Partnership and rights attributable to the Partnership Interests assigned to such transferee, and shall have the rights of the transferor under Article XII hereof, but shall not be deemed to be a holder of Partnership Interests for any other purpose under this Agreement, and shall not be entitled to vote such Partnership Interests in any matter presented to the Limited Partners for a vote or consent. In the event any such transferee desires to make a further assignment of any such Partnership Interests, such transferee shall be subject to all the provisions of this Article IX to the same extent and in the same manner as any Limited Partner desiring to make an assignment of Partnership Interests.
(f) The Limited Partners acknowledge that the Partnership Interests have not been registered under any federal or state securities laws and, as a result thereof, they may not be sold or otherwise transferred, except in compliance with such laws. Notwithstanding anything to the contrary contained in this Agreement, no Partnership Interest may be sold or otherwise transferred unless such transfer is exempt from registration under any applicable securities laws or such transfer is registered under such laws, it being acknowledged that the Partnership has no obligation to take any action which would cause any such Partnership Interests to be registered.
(g) Any transferee of ownership of the Partnership Interests originally held by the Initial Limited Partner shall have the right to purchase from the transferor of such Partnership Interests a pro rata portion of the Class B Stock held by such transferor at a purchase price equal to its par value.
Appears in 1 contract
Transfers by Limited Partners. Each Limited Partner shall, subject to the provisions of this Section 8.2 and Section 8.4 hereof, have the right to transfer all or a portion of its Units (a) Subject to any Person, whether or not in connection with the exercise of the Rights. It is a condition to any transfer otherwise permitted hereunder that the transferee assumes restrictions on transferability by operation of law or express agreement all contained elsewhere in this Agreement, and any other requirement of law imposed on the Partnership or the Limited Partners, no Limited Partner shall Transfer, or enter into any Swap Transaction with respect to, any portion of its Partnership Units, without the prior written consent of the obligations of the transferor Limited General Partner under this Agreement with respect to such transferred Units and no such transfer (other than pursuant to a statutory merger which may be given or consolidation wherein all obligations and liabilities of the transferor Partner are assumed withheld by a successor corporation by operation of law) shall relieve the transferor Partner of its obligations under this Agreement without the approval of the General Partner in its reasonable sole discretion. Upon ; provided, that if such transfer, the transferee shall be admitted as Transfer or Swap Transaction is from a substituted limited partner as such term is defined in the Act (the “Substituted Limited Partner”) and shall succeed to all of the rights of the transferor Limited Partner under this Agreement in the place and stead of to its Affiliate or a Permitted Transferee, such transferor Limited Partnerconsent shall not be unreasonably withheld); provided, however, that, (x) subject to the requirements set forth in Section 8.2(b) to (g) below, such consent of the General Partner shall not be required with respect to a Transfer by a Limited Partner of Partnership Units (i) to the Partnership, Parent or any of their respective Subsidiaries or (ii) pursuant to and in conformity with Section 9.2 hereof, and (y) the failure of the General Partner to respond within fifteen (15) Business Days of such a request made in writing shall constitute such consent of the General Partner; provided, further that notwithstanding the foregoing, such failure to respond within such time period shall not be deemed to be the General Partner’s consent to any transferee Transfer to a Competitor.
(b) Each Limited Partner agrees that it will not Transfer, or enter into any Swap Transaction with respect to, Partnership Units prior to delivery to the Partnership of any transferred Unitsevidence in form and substance reasonably satisfactory to the Partnership including, if required by the General Partner, an opinion of counsel, to the extent effect that such transferee is entitled Transfer or Swap Transaction will be in compliance with the Securities Act and any applicable state or other securities laws.
(c) Each Limited Partner agrees, upon the reasonable request of the General Partner, to exercise Rights execute such certificates or other documents and perform such acts as the Partnership deems appropriate to preserve the status of the Partnership as a limited partnership after the completion of any Transfer of Partnership Units of such Limited Partner under the Rights Agreementlaws of any jurisdiction that is applicable to such Transfer. For purposes of this Section 8.2(c), any Transfer by a Limited Partner of its Partnership Units, whether voluntary or by operation of law, shall be subject considered a Transfer.
(d) Any Limited Partner making a Transfer or entering into a Swap Transaction permitted hereunder shall be required to pay any and all ownership limitations contained in the Charter which may limit or restrict such transferee’s ability to exercise the Rights. Any transfereefiling and recording fees, whether or not admitted as a Substituted Limited Partner, shall take subject to the obligations fees of the transferor hereunder. Unless admitted as a Substituted Limited Partner, no transferee, whether by a voluntary transfer, by operation of law or otherwise, shall have rights hereunder, counsel and accountants and other than to receive such portion of the distributions made costs and expenses incurred by the Partnership as are allocable a result of such Transfer or such Swap Transaction.
(e) No Transfer or Swap Transaction by a Limited Partner permitted hereunder shall relieve the transferring Limited Partner of any of its obligations or liabilities under this Agreement arising prior to or in connection with consummation of such Transfer or Swap Transaction.
(f) In connection with each Transfer or Swap Transaction permitted hereunder, the Limited Partner making the Transfer or entering into a Swap Transaction and the transferee shall deliver to the Units transferredPartnership such other documents and instruments as the Partnership reasonably may request to confirm that such Transfer or Swap Transaction is in compliance with the terms and conditions of this Agreement.
(g) Notwithstanding anything to the contrary set forth in this Agreement, no Transfer shall be permitted (i) if such Transfer is in violation, or could be deemed to be in violation, of applicable securities, ERISA, antitrust or other laws, (ii) if such Transfer could require any licensing, regulatory consent, registration or other significant regulatory proceeding, (iii) if such Transfer could have the effect of causing the Partnership, Parent or any of their respective Subsidiaries (or any successors thereof) to become a publicly traded partnership (within the meaning of Section 7704 of the Code), (iv) if the General Partner determines that such Transfer would reasonably be expected to have an adverse regulatory impact on Partnership, the General Partner, Parent or any of their respective Affiliates or (v) if such Transfer is to a Competitor.
(h) Any transferee of any Securities of any Other Partner shall have all the rights and be bound by all of the obligations hereunder, including, without limitation, the irrevocable proxy contained in Section 14.14 hereof, of such Other Partner, except that no such transferee, other than a transferee who is an Affiliate of such Other Partner, shall have any rights under Section 9.5.
Appears in 1 contract
Samples: Limited Partnership Agreement (Bumble Bee Capital Corp.)
Transfers by Limited Partners. Each (a) No Limited Partner shall, subject to the provisions of this Section 8.2 and Section 8.4 hereof, shall have the right right, directly or indirectly, to transfer all or a portion any part of its his Partnership Interest or RP Units to any PersonPerson without the prior written consent of the General Partner, whether which consent may be given or not withheld by the General Partner in connection with its sole and absolute discretion. The foregoing notwithstanding, the General Partner hereby grants the consents described in this Section 9.2 to transfers of Partnership Interests pursuant to an exercise of Rights, provided that any such transfer otherwise complies with all of the Rights. other provisions of this Article 9 (including, but not limited to, any additional consents required hereunder);
(b) It is shall be a condition to any transfer by a Limited Partner (other than a pledge, encumbrance, hypothecation or mortgage) otherwise permitted hereunder that the transferee assumes assume by operation of law or express agreement all of the obligations of the transferor Limited Partner under this Agreement (including, without limitation, under this Article 9) with respect to such transferred Partnership Interest or RP Units and no such transfer (other than pursuant to a statutory merger or consolidation wherein all obligations and liabilities of the transferor Partner are assumed by a successor corporation by operation of law) shall relieve the transferor Partner of its obligations under this Agreement without the approval of the General Partner Partner, in its reasonable discretiondiscretion (it being understood that a transferor shall be deemed relieved from such obligations, without the necessity of any such approval, in respect of Partnership Interests transferred to the -42- 47 General Partner or the Partnership pursuant to an Exchange Rights Agreement). Upon such transfer, the transferee of a Partnership Interest shall be admitted as a substituted limited partner as such term is defined in the Act (the “Substituted Limited Partner”) Partner and shall succeed to all of the rights of the transferor Limited Partner under this Agreement in the place and stead of such transferor Limited Partner; providedPartner (which succession, howeverin the event of a pledge, that notwithstanding may be entered into and become effective at the foregoingtime of foreclosure or other realization of such pledge). The foregoing notwithstanding, any a transferee of any transferred Unitsan RP Unit shall not be admitted as a substituted Limited Partner unless the General Partner consents, to which consent may be given or withheld by the extent such transferee is entitled to exercise Rights under the Rights Agreement, shall be subject to any General Partner in its sole and all ownership limitations contained in the Charter which may limit or restrict such transferee’s ability to exercise the Rightsabsolute discretion. Any transferee, whether or not admitted as a Substituted substituted Limited Partner, shall take subject succeed to the obligations of the transferor hereunder. Unless hereunder (unless such transfer is a pledge, encumbrance, hypothecation or mortgage or except as otherwise provided herein).
(c) In addition to any other restrictions on transfer provided herein, no Partnership Interest or RP Units shall be transferable unless the transferor gives written notice of the proposed transfer which notice shall state, to the best of its knowledge, that such transfer will not violate any of the restrictions set forth in Section 9.3 hereof.
(d) Any permitted transferee under this Section 9.2 who is not admitted as a Substituted Limited PartnerPartner in accordance with this Article 9 or a transferee who only holds RP Units shall be considered an assignee for purposes of this Agreement. An assignee shall be deemed to have had assigned to it, and shall be entitled to receive, distributions from the Partnership and the share of Net Income, Net Loss, and any other items of income, gain, loss, deduction and credit of the Partnership and rights attributable to the Partnership Interests assigned to such transferee, but shall not be deemed to be a holder of Partnership Interests for any other purpose under this Agreement, and shall not be entitled to vote such Partnership Interests in any matter presented to the Limited Partners for a vote. In the event any such transferee desires to make a further assignment of any such Partnership Interests, such transferee shall be subject to all the provisions of this Article 9 to the same extent and in the same manner as any Limited Partner desiring to make an assignment of Partnership Interests.
(e) The Limited Partners acknowledge that neither the Partnership Interests nor the RP Units have been registered under any federal or state securities laws and, as a result thereof, they may not be sold or otherwise transferred, except in compliance with such laws. Notwithstanding anything to the contrary contained in this Agreement, no transfereePartnership Interest or RP Units may be sold or otherwise transferred unless such transfer is exempt from registration under any applicable securities laws or such transfer is registered under such laws, whether by a voluntary transfer, by operation of law or otherwise, shall have rights hereunder, other than to receive such portion of the distributions made by it being acknowledged that the Partnership as are allocable has no obligation to the take any action which would cause any such Partnership Interests or RP Units transferredto be registered.
Appears in 1 contract
Samples: Limited Partnership Agreement (Starwood Hotel & Resorts Worldwide Inc)
Transfers by Limited Partners. Each Limited Partner shall, subject to the provisions of this Section 8.2 9.2 and Section 8.4 9.3 hereof, have the right right, without the consent of the General Partner, to transfer Transfer all or a portion of its Units Partnership Interest to any Person, whether or not in connection with the exercise of the a Limited Partner's Rights. It is a condition to any transfer Transfer otherwise permitted hereunder that the transferee assumes by operation of law or express agreement all of the obligations of the transferor Limited Partner under this Agreement with respect to such transferred Units Partnership Interest, other than the obligation of the transferor Limited Partner to return amounts wrongfully distributed to him, and no such transfer Transfer (other than pursuant to a statutory merger or consolidation wherein all obligations and liabilities of the transferor transferee Partner are assumed by a successor corporation by operation of law) shall relieve the transferor transferee Partner of its obligations arising prior to the date of such Transfer under this Agreement without the approval of the General Partner Partner, in its reasonable discretion. Upon such transferTransfer, the transferee shall be admitted as a substituted limited partner as such term is defined in the Act (the “Substituted Limited Partner”) Partner and shall succeed to all of the rights, including rights with respect to the Rights, of the transferor Limited Partner under this Agreement in the place and stead of such transferor transferee Limited Partner; provided, however, that notwithstanding the foregoing, any transferee of any transferred Units, to the extent such transferee is entitled to exercise Rights under the Rights Agreement, Partnership Interest shall be subject to any and all ownership limitations contained in the Charter Articles from time to time applicable to Persons and/or their Affiliates which may limit or restrict such transferee’s 's ability to exercise the Rights. Any transferee, whether or not admitted Rights (as a Substituted Limited Partner, shall take subject to the obligations of the transferor hereunderdefined in Exhibit D hereto). Unless admitted as a Substituted Limited Partner, no transferee, whether by a voluntary transferTransfer, by operation of law or otherwise, shall have rights hereunder, other than to receive such portion of the distributions made by the Partnership as are allocable to the Units Partnership Interest transferred, such other rights being retained by the transferee Partner until such Transferee is admitted as a substituted Limited Partner.
Appears in 1 contract
Samples: Limited Partnership Agreement (Cleveland Indians Baseball Co Inc)
Transfers by Limited Partners. Each Except as otherwise set forth in this Article 12 and Article 13, a Limited Partner shallmay not sell, subject assign, transfer, pledge or hypothecate ("Transfer") all or any part of its or his interest in the Partnership without the prior written consent of the General Partner. The General Partner, in its sole discretion, may withhold its consent to any Transfer for which such consent is required. If a Limited Partner receives the prior written consent of the General Partner, such Limited Partner may Transfer its or his interest in the Partnership if the following conditions are satisfied:
(a) The Transfer is to a Qualified Purchaser and is with respect to one or more whole Units;
(b) The Transfer will not result in the Partnership being considered a "publicly traded partnership" within the meaning of Section 7704 of the Code;
(c) The Limited Partner and its transferee execute, acknowledge and deliver to the provisions General Partner such instruments of this Section 8.2 transfer and Section 8.4 hereof, have the right to transfer all or a portion of its Units to any Person, whether or not in connection with the exercise of the Rights. It is a condition to any transfer otherwise permitted hereunder that the transferee assumes by operation of law or express agreement all of the obligations of the transferor Limited Partner under this Agreement assignment with respect to such transferred Units transaction as are in form and no substance satisfactory to the General Partner;
(d) Unless waived in writing by the General Partner, the Limited Partner delivers to the General Partner an opinion of counsel satisfactory to the General Partner, covering such transfer (securities and tax laws and other than pursuant to a statutory merger or consolidation wherein all obligations and liabilities aspects of the transferor proposed Transfer as the General Partner are assumed by may reasonably request;
(e) The Limited Partner furnishes to the transferee a successor corporation by operation written statement showing the name and taxpayer identification number of lawthe Partnership in such form and together with such other information as may be required under Section 6050K of the Code and the Regulations thereunder; and
(f) The Limited Partner pays the Partnership a transfer fee that is sufficient to pay all reasonable expenses of the Partnership (which shall relieve the transferor Partner of its obligations under this Agreement without the approval include any and all expenses of the General Partner) in connection with such transaction. Any Limited Partner who thereafter Transfers all or any portion of his interest in its reasonable discretion. Upon the Partnership shall promptly notify the General Partner of such transfer, Transfer and shall furnish to the General Partner the name and address of the transferee shall and such other information as may be admitted as a substituted limited partner as such term is defined in the Act (the “Substituted Limited Partner”) and shall succeed to all required under Section 6050K of the rights of Code and the transferor Limited Partner under this Agreement in the place and stead of such transferor Limited Partner; provided, however, that notwithstanding the foregoing, any transferee of any transferred Units, to the extent such transferee is entitled to exercise Rights under the Rights Agreement, shall be subject to any and all ownership limitations contained in the Charter which may limit or restrict such transferee’s ability to exercise the Rights. Any transferee, whether or not admitted as a Substituted Limited Partner, shall take subject to the obligations of the transferor hereunder. Unless admitted as a Substituted Limited Partner, no transferee, whether by a voluntary transfer, by operation of law or otherwise, shall have rights hereunder, other than to receive such portion of the distributions made by the Partnership as are allocable to the Units transferredRegulations thereunder.
Appears in 1 contract
Samples: Limited Partnership Agreement (Southridge Plaza Holdings Inc)
Transfers by Limited Partners. Each Except as otherwise provided in this Section 9.3, the Limited Partner shallPartners shall not Transfer all or any portion of their Partnership Units to any transferee without the consent of the Managing General Partner, which consent may be withheld in their sole and absolute discretion; provided, however, that the foregoing shall not be considered a limitation on the ability of the Limited Partners to exercise their Rights pursuant to Article XI hereof.
(a) Notwithstanding the foregoing, but subject to the provisions of this Section 8.2 and Section 8.4 9.5 hereof, have any Limited Partner may at any time, without the right to transfer consent of the Managing General Partner, (i) Transfer all or a portion of its Partnership Units to an Affiliate of such Limited Partner, or (ii) Pledge some or all of its Partnership Units to any Person, whether or not in connection with Institutional Lender. Any Transfer to an Affiliate pursuant to clause (i) and any Transfer to a pledgee of Partnership Units Pledged pursuant to clause (ii) may be made without the exercise consent of the RightsManaging General Partner but, except as provided in subsequent provisions of this Section 9.3, such transferee or such pledgee shall hold the Units so transferred to it (and shall be admitted to the Partnership as a Substitute Limited Partner) subject to all the restrictions set forth in this Section 9.3. It is a condition to any transfer Transfer otherwise permitted hereunder under any provision of this Section 9.3 that the transferee assumes by operation of law or express agreement all of the obligations of the transferor Limited Partner under this Agreement with respect to such transferred Partnership Units arising after the effective date of the Transfer and no such transfer Transfer (other than pursuant to a statutory merger or consolidation wherein all obligations and liabilities of the transferor Partner are assumed by a successor corporation by operation of law) shall relieve , and other than pursuant to an exercise of the Rights pursuant to Article XI wherein all obligations and liabilities of the transferor Partner arising from and after the date of its obligations under this Agreement without the approval of the General Partner in its reasonable discretion. Upon such transfer, the transferee Transfer shall be admitted as a substituted limited partner as such term is defined in the Act (the “Substituted Limited Partner”) and shall succeed to all of the rights of the transferor Limited Partner under this Agreement in the place and stead of such transferor Limited Partner; provided, however, that notwithstanding the foregoing, any transferee of any transferred Units, to the extent such transferee is entitled to exercise Rights under the Rights Agreement, shall be subject to any and all ownership limitations contained in the Charter which may limit or restrict such transferee’s ability to exercise the Rights. Any transferee, whether or not admitted as a Substituted Limited Partner, shall take subject to the obligations of the transferor hereunder. Unless admitted as a Substituted Limited Partner, no transferee, whether assumed by a voluntary transfer, by operation of law or otherwise, shall have rights hereunder, other than to receive such portion of the distributions made by the Partnership as are allocable to the Units transferred.the
Appears in 1 contract
Samples: Limited Partnership Agreement (Corporate Realty Consultants Inc)
Transfers by Limited Partners. Each (a) No Limited Partner shall, subject to the provisions of this Section 8.2 and Section 8.4 hereof, shall have the right right, directly or indirectly, to transfer all or a portion any part of its his Partnership Interest or Units to any PersonPerson without the prior written consent of the General Partner, whether which consent may be given or not withheld by the General Partner in connection with its sole and absolute discretion. The foregoing notwithstanding, the General Partner hereby grants the consents described in this Section 9.2 to transfers of Partnership Interests pursuant to an exercise of Rights, provided that any such transfer otherwise complies with all of the Rights. other provisions of this Article 9 (including, but not limited to, any additional consents required hereunder);
(b) It is shall be a condition to any transfer by a Limited Partner (other than a pledge, encumbrance, hypothecation or mortgage) otherwise permitted hereunder that the transferee assumes assume by operation of law or express agreement all of the obligations of the transferor Limited Partner under this Agreement (including, without limitation, under Article 9 hereof) with respect to such transferred Partnership Interest or Units and no such transfer (other than pursuant to a statutory merger or consolidation wherein all obligations and liabilities of the transferor Partner are assumed by a successor corporation by operation of law) shall relieve the transferor Partner of its obligations under this Agreement without the approval of the General Partner Partner, in its reasonable discretiondiscretion (it being understood that a transferor shall be deemed relieved from such obligations, without the necessity of any such approval, in respect of Partnership Interests transferred to the General Partner or the Partnership pursuant to an Exchange Rights Agreement). Upon such transfer, the transferee of a Partnership Interest shall be admitted as a substituted limited partner as such term is defined in the Act (the “Substituted Limited Partner”) Partner and shall succeed to all of the rights of the transferor Limited Partner under this 44 Agreement in the place and stead of such transferor Limited Partner; providedPartner (which succession, howeverin the event of a pledge, that notwithstanding may be entered into and become effective at the foregoingtime of foreclosure or other realization of such pledge). The foregoing notwithstanding, any a transferee of any transferred Unitsa Unit shall not be admitted as a substituted Limited Partner unless the General Partner consents, to which consent may be given or withheld by the extent such transferee is entitled to exercise Rights under the Rights Agreement, shall be subject to any General Partner in its sole and all ownership limitations contained in the Charter which may limit or restrict such transferee’s ability to exercise the Rightsabsolute discretion. Any transferee, whether or not admitted as a Substituted substituted Limited Partner, shall take subject succeed to the obligations of the transferor hereunder. Unless hereunder (unless such transfer is a pledge, encumbrance, hypothecation or mortgage or except as otherwise provided herein).
(c) In addition to any other restrictions on transfer provided herein, no Partnership Interest or Units shall be transferable unless the transferor gives written notice of the proposed transfer which notice shall state, to the best of its knowledge, that such transfer will not violate any of the restrictions set forth in Section 9.3 hereof.
(d) Any permitted transferee under Section 9.2 who is not admitted as a Substituted Limited PartnerPartner in accordance with this Article 9 or a transferee who only holds Units shall be considered an assignee for purposes of this Agreement. An assignee shall be deemed to have had assigned to it, and shall be entitled to receive, distributions from the Partnership and the share of Net Income, Net Loss, and any other items of income, gain, loss, deduction and credit of the Partnership and rights attributable to the Partnership Interests assigned to such transferee, but shall not be deemed to be a holder of Partnership Interests for any other purpose under this Agreement, and shall not be entitled to vote such Partnership Interests in any matter presented to the Limited Partners for a vote. In the event any such transferee desires to make a further assignment of any such Partnership Interests, such transferee shall be subject to all the provisions of this Article 9 to the same extent and in the same manner as any Limited Partner desiring to make an assignment of Partnership Interests.
(e) The Limited Partners acknowledge that neither the Partnership Interests nor the Units have been registered under any federal or state securities laws and, as a result thereof, they may not be sold or otherwise transferred, except in compliance with such laws. Notwithstanding anything to the contrary contained in this Agreement, no transfereePartnership Interest or Units may be sold or otherwise transferred unless such transfer is exempt from registration under any applicable securities laws or such transfer is registered under such laws, whether by a voluntary transfer, by operation of law or otherwise, shall have rights hereunder, other than to receive such portion of the distributions made by it being acknowledged that the Partnership as are allocable has no obligation to the take any action which would cause any such Partnership Interests or Units transferredto be registered.
Appears in 1 contract
Samples: Limited Partnership Agreement (Starwood Hotel & Resorts Worldwide Inc)
Transfers by Limited Partners. Each In addition to any other ----------------------------- restrictions on Transfer herein contained (including specifically the restrictions on Transfer set forth in Section 12.7 hereof), no Limited Partner shallmay, during the Restricted Period applicable to such Limited Partner, Transfer all or any portion of its Partnership Interest to any transferee without the consent of the Independent Directors, which consent may be withheld in the Independent Directors' sole and absolute discretion; provided, however, that each Limited Partner may at any time (upon notice to the General Partner and upon providing to the General Partner an opinion of counsel, which opinion and counsel must be reasonably acceptable to the General Partner, to the effect that such Transfer may be effected without violation of any federal or state securities law) Transfer all of the economic attributes of all or a portion of its Partnership Interest to an Affiliate of such Limited Partner, subject to the provisions of this Section 8.2 9.2 and Section 8.4 9.4 hereof, have so long as such Affiliate continues to remain an Affiliate of such Limited Partner until the right end of the Restricted Period applicable to such Limited Partner; and provided further, that each Limited Partner (other than Managers with respect to the Collateral) may at any time, upon notice to, but without the consent of, the General Partner, pledge all or any portion of its Partnership Interest to any third party lender that accepts the pledge subject to the restrictions on transfer in this Agreement. After the end of the Restricted Period applicable to a Limited Partner, such Limited Partner may, upon notice to, but without the consent of, the General Partner or the Independent Directors, transfer all of the economic attributes of all or a portion of its Units Partnership Interest to any Person, whether or not in connection with subject to the exercise provisions of the Rightsthis Section 9.2 and Section 9.4 hereof. It is a condition to any transfer Transfer otherwise permitted hereunder that the transferee assumes by operation of law or express agreement all of the obligations of the transferor Limited Partner under this Agreement with respect to such transferred Units Transferred Partnership Interest, and no such transfer Transfer (other than pursuant to a statutory merger or consolidation wherein all obligations and liabilities of the transferor Partner are assumed by a successor corporation by operation of law) shall relieve the transferor Partner of its obligations under this Agreement without the approval of the General Partner Partner, in its reasonable sole discretion. Upon Any permitted transferee of the economic attributes of all or a portion of a Limited Partner's Partnership Interest shall be subject to the provisions hereof with respect to any further transfer of such transferPartnership Interest, shall have (to the extent Transferred) the right to exercise the Rights held by the Transferring Limited Partner, and shall be deemed to be a Limited Partner for purposes of the allocation, distribution and Capital Account provisions hereof (to the extent they relate to the Transferred economic attributes), but not otherwise, unless and until such transferee is admitted as a substitute limited partner. No transferee shall be admitted as a substituted limited partner as such term is defined Limited Partner unless the transferor so directs and the General Partner consents, which consent may be withheld in the Act (the “Substituted Limited General Partner”) 's sole and shall succeed to all absolute discretion. Notwithstanding any of the rights of the transferor Limited Partner under this Agreement in the place and stead of such transferor Limited Partner; provided, however, that notwithstanding the foregoing, any transferee of any transferred Units, to the extent such transferee is entitled to exercise Rights under the Rights Agreement, Transferred Partnership Interest shall be subject to any and all ownership limitations contained in the Charter which Articles of Incorporation applicable to Persons other than the Limited Partners and/or their Affiliates that may limit or restrict such transferee’s 's ability to exercise the Rights. Any transferee, whether or not admitted as a Substituted Limited Partner, shall take subject to the obligations of the transferor hereunder. Unless admitted as a Substituted Limited Partner, no transferee, whether by a voluntary transfer, by operation of law or otherwise, shall have rights hereunder, other than to receive such portion of the distributions made by the Partnership as are allocable to the Units transferred.
Appears in 1 contract
Transfers by Limited Partners. Each Limited Partner shall, subject (a) Subject to the provisions of this Section 8.2 Sections 9.3(b) and Section 8.4 hereof9.3(d), no Limited Partner shall have the right to transfer all or a any portion of its Units to any Person, whether or not in connection with Partnership Interest without the exercise prior written consent of the Rights. It is a condition to any transfer otherwise permitted hereunder that the transferee assumes General Partner, which consent may be given or withheld by operation of law or express agreement all of the obligations of the transferor Limited Partner under this Agreement with respect to such transferred Units and no such transfer (other than pursuant to a statutory merger or consolidation wherein all obligations and liabilities of the transferor Partner are assumed by a successor corporation by operation of law) shall relieve the transferor Partner of its obligations under this Agreement without the approval of the General Partner in its reasonable sole and absolute discretion. Upon such .
(b) Notwithstanding the provisions of Section 9.3(a) (but subject to the provisions of Section 9.4 and the Financing Documents), a Limited Partner may transfer, with or without the consent of the General Partner, all or a portion of its economic rights in its Partnership Interest to a member of such transferor's Immediate Family, or a trust for the benefit of a member of such transferor's Immediate Family in a donative transfer that does not involve the receipt of any consideration; provided, that any Partnership Interest permitted to be transferred pursuant to this Section 9.3(b) shall remain subject to all provisions of this Agreement, including, without limitation, this Article IX. Any permitted transferee of a Class B or Class C Limited Partner under this Section 9.3(b), whether admitted as a Limited Partner or having the status of an Assignee, will succeed to the rights and obligations of the transferor specified in Exhibits D or E (whichever is applicable to the transferor) to the extent of the transferred interest.
(c) No Limited Partner shall be admitted have the right to substitute a transferee as a Limited Partner in its place. The General Partner shall, however, have the right to consent to the admission of a transferee of the interest of a Limited Partner pursuant to this Section 9.3 as a substituted limited partner (as such term is defined used in the Act (Act), which consent may be given or withheld by the “Substituted General Partner in its sole and absolute discretion. The General Partner's failure or refusal to permit a transferee of any such interests to become a substituted limited partner shall not give rise to any cause of action against the Partnership or any Partner. A transferee who has been admitted as a substitute Limited Partner”) Partner in accordance with this Article IX shall have all the rights and shall succeed powers and be subject to all the restrictions and liabilities of the rights of the transferor a Limited Partner under this Agreement.
(d) If the General Partner, in its sole and absolute discretion, does not consent to the admission of any Person that is a permitted transferee under Sections 9.3(a) or 9.3(b), as a substituted limited partner, such transferee shall be considered an assignee ("Assignee") for purposes of this Agreement. An Assignee shall be deemed to have had assigned to it, and shall be entitled to receive, distributions from the Partnership and the share of Net Income, Net Losses, and any other items of income, gain, loss, deduction and credit of the Partnership attributable to the Partnership Interests assigned to it and shall have all of the Redemption Rights granted to Limited Partners by this Agreement attributable to such Partnership Interests, but shall not be deemed to be a holder of Partnership Interests for any other purpose under this Agreement, and shall not be entitled to vote such Partnership Interests in any matter presented to the Limited Partners for a vote (such Partnership Interests being deemed to have been voted on such matter in the place and stead of such transferor same proportion as all other Partnership Interests held by Limited Partner; provided, however, that notwithstanding Partners are voted). In the foregoing, event any transferee Assignee desires to make a further assignment of any transferred Unitssuch Partnership Interests, to the extent such transferee is entitled to exercise Rights under the Rights Agreement, Assignee shall be subject to all the provisions of this Article IX to the same extent and in the same manner as a Limited Partner desiring to make an assignment of Partnership Interests.
(e) The Limited Partners acknowledge that the Partnership Interests have not been registered under any and all ownership limitations federal or state securities laws and, as a result thereof, they may not be sold or otherwise transferred, except in compliance with such laws. Notwithstanding anything to the contrary contained in the Charter which may limit or restrict such transferee’s ability to exercise the Rights. Any transferee, whether or not admitted as a Substituted Limited Partner, shall take subject to the obligations of the transferor hereunder. Unless admitted as a Substituted Limited Partnerthis Agreement, no transfereePartnership Interest may be sold or otherwise transferred unless such transfer is exempt from registration under any applicable securities laws or such transfer is registered under such laws, whether by a voluntary transfer, by operation of law or otherwise, shall have rights hereunder, other than to receive such portion of the distributions made by it being acknowledged that the Partnership as are allocable has no obligation to the Units transferredtake any action which would allow any such Partnership Interests to be registered.
Appears in 1 contract
Samples: Limited Partnership Agreement (Strategic Timber Trust Inc)
Transfers by Limited Partners. Each Limited Partner shall, subject to the provisions of this Section 8.2 and Section 8.4 hereof, have the right to transfer all or a portion of its Units to any Person, whether or not in connection with the exercise of the Rights. It is a condition to any transfer otherwise permitted hereunder that the transferee assumes by operation of law or express agreement all of the obligations of the transferor Limited Partner under this Agreement with respect to such transferred Units and no such transfer (other than pursuant to a statutory merger or consolidation wherein all obligations and liabilities of the transferor Partner are assumed by a successor corporation by operation of law) shall relieve the transferor Partner of its obligations under this Agreement without the approval of the General Partner Partner, in its reasonable discretion. Upon such transfer, the transferee shall be admitted as a substituted limited partner as such term is defined in the Act (the “"Substituted Limited Partner”") and shall succeed to all of the rights of the transferor Limited Partner under this Agreement in the place and stead of such transferor Limited Partner; provided, however, that notwithstanding the foregoing, any transferee of any transferred Units, to the extent such transferee is entitled to exercise Rights under the Rights Agreement, shall be subject to any and all ownership limitations contained in the Charter which may limit or restrict such transferee’s 's ability to exercise the Rights. Any transferee, whether or not admitted as a Substituted Limited Partner, shall take subject to the obligations of the transferor hereunder. Unless admitted as a Substituted Limited Partner, no transferee, whether by a voluntary transfer, by operation of law or otherwise, shall have rights hereunder, other than to receive such portion of the distributions made by the Partnership as are allocable to the Units transferred.. Issuance of Additional Units. At any time without the consent of any Partner, but subject to the provisions of Section 8.4 hereof, the General Partner may, upon its determination that the issuance of additional Units ("Additional Units") is in the best interests of the Partnership, cause the Partnership to issue Additional Units to and admit as a limited partner in the Partnership, any Person (the "Additional Partner") in exchange for the contribution by such Person of cash and/or property desirable to further the purposes of the Partnership under Section 2.3 hereof. The number of Additional Units issued to any Additional Partner shall be equal to the product of the (a) Conversion Factor multiplied by (b) the quotient of (i) the Gross Asset Value of the property contributed by the Additional Partner (net of liabilities assumed by the Partnership in connection with the contribution of such Property to the Partnership or to which such Property is subject) as of the date of contribution (the "Contribution Date") divided by (ii) Current Per Share Market Price in respect of such transaction, and the General Partner may admit an Additional Partner to the Partnership upon such other terms as it deems appropriate. The General Partner shall be authorized on behalf of each of the Partners to amend this Agreement to reflect the admission of any Additional Partner in accordance with the provisions of this Section 8.3 in the event that the General Partner deems such amendment to be desirable, and the General Partner promptly shall deliver a copy of such amendment to each Limited Partner. Notwithstanding anything contained herein to the contrary, an Additional Partner that acquires Additional Units pursuant to this Section 8.3 shall not acquire any interest in, and may not exercise or otherwise participate in, any Rights pursuant to the Rights Agreements unless they are expressly granted such rights. Restrictions on Transfer. In addition to any other restrictions on transfer herein contained, in no event may any transfer or assignment of Units by any Partner be made (i) to any Person who lacks the legal right, power or capacity to own Units; (ii) in violation of any
Appears in 1 contract
Samples: Agreement of Limited Partnership (General Growth Properties Inc)
Transfers by Limited Partners. Each Except as otherwise provided in this Section 9.2, the Limited Partner shallPartners shall not Transfer or Pledge all or any portion of their Partnership Units to any transferee or pledgee without the consent of the General Partner, which consent may be withheld in its sole and absolute discretion; PROVIDED, HOWEVER, that the foregoing shall not be considered a limitation on the ability of the Limited Partners to exercise their Rights under Article XI. Notwithstanding the foregoing sentence, but subject to the provisions of Section 9.4 and this Section 8.2 and Section 8.4 hereof9.2, have any Limited Partner may at any time, without the right to transfer consent of the General Partner, (i) Transfer all or a portion of its Partnership Units to an Affiliate of such Limited Partner or (ii) Pledge some or all of its Partnership units to any Person, whether or not in connection with Institutional Lender (it being understood that any subsequent Transfer to a pledgee of Partnership Units pursuant to this clause (ii) may be made without the exercise consent of the RightsGeneral Partner but such pledgee shall hold the Partnership Units so conveyed to it subject to all the restrictions set forth in this Section 9.2 and Section 9.4). It is a condition to any transfer Transfer otherwise permitted hereunder that the transferee assumes assumes, by operation of law or express agreement agreement, all of the obligations of the transferor Limited Partner under this Agreement with respect to such transferred Partnership Units arising either before or after the effective date of the Transfer and no such transfer Transfer (other than pursuant to a statutory merger or consolidation wherein all obligations and liabilities of the transferor Limited Partner are assumed by a successor corporation Entity by operation of law, and other than pursuant to an exercise of the Rights under Article XI wherein all obligations and liabilities of the transferor Limited Partner arising from and after the date of such Transfer shall be assumed by the General Partner) shall relieve the transferor Limited Partner of its obligations under this Agreement without prior to the approval effective date of the General Partner in its reasonable discretionsuch Transfer. Upon such transfera Transfer in accordance with this Section 9.2 and Section 9.4, the transferee shall be admitted as a substituted limited partner as such term is defined in the Act (the “Substituted Limited Partner”) Partner and shall succeed to all of the rights, including rights with respect to the Rights under Article XI, of the transferor Limited Partner under this Agreement in the place and stead of such transferor Limited Partner; providedPROVIDED, howeverHOWEVER, that notwithstanding the foregoing, any transferee of any transferred Units, to the extent such transferee is entitled to exercise Rights under the Rights Agreement, Partnership Unit shall be subject to any and all ownership limitations contained in the Charter of the General Partner, as the same may be amended from time to time, which may limit or restrict such transferee’s 's ability to exercise the Limited Partner's Rights, if any. Any transferee, transferee (whether or not admitted as a Substituted Limited Partner, ) or pledgee shall take the Partnership Units so transferred or pledged subject to the obligations of the transferor hereunder. Unless admitted as a Substituted Limited Partner, no transfereetransferee of a Partnership Unit pursuant to this Section 9.2, whether by a voluntary transferTransfer, by operation of law or otherwise, shall have rights hereunder, other than to receive such portion of the distributions made by the Partnership as are allocable to the Partnership Units transferred; PROVIDED, that such transferee of a Partnership Unit shall be bound by the provisions hereof with respect to the subsequent transfer of such Partnership Unit.
Appears in 1 contract
Samples: Agreement of Limited Partnership (Heritage Property Investment Trust Inc)
Transfers by Limited Partners. Each Except as otherwise provided in this Section 9.2, the Limited Partner shallPartners shall not Transfer all or any portion of their Partnership Units , LP Preferred Units or LTIP Units to any transferee without the consent of the General Partner, which consent may be withheld in its sole and absolute discretion; provided, however, that the foregoing shall not be considered a limitation on the ability of the Limited Partners to exercise their Rights pursuant to Article XI hereof.
(a) Notwithstanding the foregoing, but subject to the provisions of this Section 8.2 and Section 8.4 9.4 hereof, have any Limited Partner may at any time, without the right to transfer consent of the General Partner, (i) Transfer all or a portion of its Partnership Units or LP Preferred Units to an Affiliate of such Limited Partner, or (ii) Pledge some or all of its Partnership Units or LP Preferred Units to any Person, whether Institutional Lender. Any Transfer to an Affiliate pursuant to clause (i) and any Transfer to a pledgee of Partnership Units or not in connection with LP Preferred Units Pledged pursuant to clause (ii) may be made without the exercise consent of the RightsGeneral Partner but, except as provided in subsequent provisions of this Section 9.2, such transferee or such pledgee shall hold the Units or LP Preferred Units so transferred to it (and shall be admitted to the Partnership as a Substitute Limited Partner) subject to all the restrictions set forth in this Section 9.2. It is a condition to any transfer Transfer otherwise permitted hereunder under any provision of this Section 9.2 that the transferee assumes by operation of law or express agreement all of the obligations of the transferor Limited Partner under this Agreement with respect to such transferred Partnership Units or LP Preferred Units, as the case may be, arising after the effective date of the Transfer and no such transfer Transfer (other than pursuant to a statutory merger or consolidation wherein all obligations and liabilities of the transferor Partner are assumed by a successor corporation by operation of law, and other than pursuant to an exercise of the Rights pursuant to Article XI wherein all obligations and liabilities of the transferor Partner arising from and after the date of such Transfer shall be assumed by the General Partner) shall relieve the transferor Limited Partner of its obligations under this Agreement without prior to the approval effective date of the General Partner in its reasonable discretionsuch Transfer. Upon any such transferTransfer or Pledge permitted under this Section 9.2, the transferee or, upon foreclosure on the Pledged Partnership Units or LP Preferred Units, as the case may be, each Institutional Lender which is the pledgee shall be admitted as a substituted limited partner as such term is defined in the Act (the “Substituted Limited Partner”) Partner and shall succeed to all of the rights, including rights with respect to the Rights, of the transferor Limited Partner under this Agreement in the place and stead of such transferor Limited Partner; provided, however, that notwithstanding the foregoing, any transferee of any transferred Partnership Unit or LP Preferred Units, to as the extent such transferee case may be, shall, unless the Ownership Limit is entitled to exercise Rights under waived in writing by the Rights AgreementGeneral Partner, shall be subject to any and all ownership limitations contained in the Charter Ownership Limit applicable to Persons other than the Limited Partners and/or their Affiliates which may limit or restrict such transferee’s ability to exercise the Limited Partner’s Rights, if any. Any transferee, whether or not admitted as a Substituted Limited Partner, shall take subject to the obligations of the transferor hereunder. Unless admitted as No transferee pursuant to a Substituted Limited Transfer which is not expressly permitted under this Section 9.2 and is not consented to by the General Partner, no transferee, whether by a voluntary transferTransfer, by operation of law or otherwise, shall have any rights hereunder, other than the right to receive such portion of the distributions and allocations of Profits and Losses made by the Partnership as are allocable to the Partnership Units or LP Preferred Units, as the case may be, so transferred.
(b) The Limited Partners acknowledge that the Partnership Units and LP Preferred Units have not been registered under any federal or state securities laws and, as a result thereof, they may not be sold or otherwise transferred, except in accordance with Article XI or otherwise in compliance with such laws. Notwithstanding anything to the contrary contained in this Agreement, no Partnership Units or LP Preferred Units may be sold or otherwise transferred except pursuant to Article XI unless such Transfer is exempt from registration under any applicable securities laws or such Transfer is registered under such laws, it being acknowledged that the Partnership has no obligation to take any action which would cause any such interests to be registered.
Appears in 1 contract
Samples: Limited Partnership Agreement (Washington Prime Group Inc.)
Transfers by Limited Partners. Each (a) No Limited Partner shallshall sell, assign, pledge, encumber, or otherwise dispose of all or any portion of its Partnership Interest to any transferee without the consent of the General Partner, which consent shall not be unreasonably withheld; provided, however, that each Limited Partner may at any time, without the consent of the General Partner, transfer all or a portion of its Partnership Interest to an Affiliate of such Limited Partner, subject to the provisions of this Section 8.2 9.3 and Section 8.4 9.6 hereof, have the right to transfer all or .
(b) Nothing herein shall preclude a portion Limited Partner from transferring its Limited Partnership Interest upon exercise of its Units to any Person, whether or not in connection with the exercise of the Rights. Conversion Rights under Article XII hereof.
(c) It is a condition to any transfer otherwise permitted hereunder that the transferee assumes by operation of law or express agreement all of the obligations of the transferor Limited Partner under this Agreement with respect to such transferred Units Partnership Interest and no such transfer (other than pursuant to a statutory merger or consolidation wherein all obligations and liabilities of the transferor Partner are assumed by a successor corporation by operation of law) shall relieve the transferor Partner of its obligations under this Agreement without the approval of the General Partner Partner, in its reasonable discretion. Upon such transfer, the transferee shall be admitted as a substituted limited partner as such term is defined in the Act (the “Substituted Limited Partner”) and shall succeed to all of the rights of the transferor Limited Partner under this Agreement in the place and stead of such transferor Limited Partner; provided, however, that notwithstanding the foregoing, any transferee of any transferred Units, to the extent such transferee is entitled to exercise Rights under the Rights Agreement, shall be subject to any and all ownership limitations contained in the Charter which may limit or restrict such transferee’s ability to exercise the Rights. Any transferee, whether or not admitted as a Substituted Limited Partner, shall take subject to the obligations of the transferor hereunder. Unless admitted as .
(d) If a Substituted Limited Partner is subject to Incapacity, the executor, administrator, trustee, committee, guardian, conservator or receiver of such Limited Partner's estate shall have all the rights of a Limited Partner, no transfereebut not more rights than those enjoyed by other Limited Partners, whether by for the purpose of settling or managing the estate and such power as the Incapacitated Limited Partner possessed to transfer all or any part of his or its interest in the Partnership. The Incapacity of a voluntary transferLimited Partner, by operation in and of law or otherwiseitself, shall have rights hereunder, other than to receive such portion of not dissolve or terminate the distributions made by the Partnership as are allocable to the Units transferredPartnership.
Appears in 1 contract
Samples: Limited Partnership Agreement (American Real Estate Investment Corp)
Transfers by Limited Partners. (a) Each Limited Partner shall, subject to the provisions of this Section 8.2 9.2(b) and Section 8.4 9.3 hereof, have the right to transfer Transfer (or convert to Common Stock and thereafter sell such Common Stock) to any Person all or a any portion of its Units to any PersonPartnership Interest, whether or not in connection with the exercise of the such Limited Partner’s Rights. In addition, the Partners hereby acknowledge and agree that neither the Series Z Incentive Units nor the Series Z-1 Incentive Units shall be Transferred, other than (a) by operation of law to the estate of a Series Z Partner or Series Z-1 Partner, as applicable, or (b) to the Partnership or the General Partner.
(b) (i) It is a condition to any transfer otherwise Transfer (other than pursuant to Section 9.2(b)(ii) below) permitted hereunder under this Section 9.2 that the transferee assumes by operation of law or express agreement all of the obligations of the transferor Limited Partner under this Agreement with respect to such transferred Units Partnership Interest, and no such transfer Transfer (other than pursuant to a statutory merger or consolidation wherein all obligations and liabilities of the transferor Partner are assumed by a successor corporation or other Entity by operation of law) shall relieve the transferor Partner of its obligations under this Agreement without the approval of the General Partner Partner, in its reasonable sole and absolute discretion. Upon such transferTransfer, the transferee shall be deemed to be an Assignee with respect to such Partnership Interest, but shall not become or be admitted to the Partnership as a substituted limited partner as such term is defined Substituted Limited Partner without the consent of the General Partner, which consent may be given or withheld in the Act (General Partner’s sole and absolute discretion for any or no reason. An Assignee shall be entitled as a result of such Transfer only to receive the “Substituted Limited Partner”) and shall succeed to all economic benefits of the rights of Partnership Interest to which the transferor Limited Partner under this Agreement in the place and stead of would otherwise be entitled, along with such transferor Limited Partner; provided, however, that notwithstanding ’s rights with respect to the foregoing, Rights (although any transferee of any transferred Units, to the extent such transferee is entitled to exercise Rights under the Rights Agreement, Partnership Interest shall be subject to any and all ownership limitations contained in the Charter corporate charter of the General Partner as the same may be amended from time to time which may limit or restrict such transferee’s ability to exercise the Rights), and such Assignee shall have no right (a) to participate in the management of the Partnership or to vote on any matter requiring the consent or approval of the Limited Partners, (b) to demand or receive any account of the Partnership’s business, or (c) to inspect the Partnership’s books and records, unless and until such Assignee is admitted to the Partnership as a Substituted Limited Partner. A transferee of a Partnership Interest may become a Substituted Limited Partner only upon the satisfaction of the following conditions: (A) filing with the Partnership of a duly executed and acknowledged written instrument of assignment in a form approved by the General Partner specifying the Partnership Interest being assigned and setting forth the intention of the transferor Limited Partner that such transferee succeeds to the assignor’s interest as a Limited Partner; (B) execution and acknowledgment by the transferor Limited Partner and such transferee of any other instruments required in the discretion of the General Partner, including the acceptance and adoption by such transferee of the provisions of this Agreement; (C) obtaining the written consent of the General Partner as provided above; and (D) payment of a transfer fee to the Partnership, sufficient to cover the reasonable expenses of the substitution, if any. Any transferee, whether or not admitted as a Substituted Limited Partner, shall take subject to the obligations of the transferor Limited Partner hereunder. Unless admitted as a Substituted Limited Partner, no transferee, whether by a voluntary transfer, by operation of law or otherwise, shall have rights hereunder, other than to receive such portion of the distributions made by the Partnership as are allocable to the Units transferred.
Appears in 1 contract
Samples: Limited Partnership Agreement (Essex Property Trust Inc)
Transfers by Limited Partners. Each Except as otherwise provided in this Section 9.2, the Limited Partner shallPartners shall not Transfer all or any portion of their Partnership Units , LP Preferred Units or LTIP Units to any transferee without the consent of the General Partner, which consent may be withheld in its sole and absolute discretion; provided, however, that the foregoing shall not be considered a limitation on the ability of the Limited Partners to exercise their Rights pursuant to Article XI hereof.
(a) Notwithstanding the foregoing, but subject to the provisions of this Section 8.2 and Section 8.4 9.4 hereof, have any Limited Partner may at any time, without the right to transfer consent of the General Partner, (i) Transfer all or a portion of its Partnership Units or LP Preferred Units to an Affiliate of such Limited Partner, or (ii) Pledge some or all of its Partnership Units or LP Preferred Units to any Person, whether Institutional Lender. Any Transfer to an Affiliate pursuant to clause (i) and any Transfer to a pledgee of Partnership Units or not in connection with LP Preferred Units Pledged pursuant to clause (ii) may be made without the exercise consent of the RightsGeneral Partner but, except as provided in subsequent provisions of this Section 9.2, such transferee or such pledgee shall hold the Units or LP Preferred Units so transferred to it (and shall be admitted to the Partnership as a Substitute Limited Partner) subject to all the restrictions set forth in this Section 9.2. It is a condition to any transfer Transfer otherwise permitted hereunder under any provision of this Section 9.2 that the transferee assumes by operation of law or express agreement all of the obligations of the transferor Limited Partner under this Agreement with respect to such transferred Partnership Units or LP Preferred Units, as the case may be, arising after the effective date of the Transfer and no such transfer Transfer (other than pursuant to a statutory merger or consolidation wherein all obligations and liabilities of the transferor Partner are assumed by a successor corporation by operation of law, and other than pursuant to an exercise of the Rights pursuant to Article XI wherein all obligations and liabilities of the transferor Partner arising from and after the date of such Transfer shall be assumed by the General Partner) shall relieve the transferor Limited Partner of its obligations under this Agreement without prior to the approval effective date of the General Partner in its reasonable discretionsuch Transfer. Upon any such transferTransfer or Pledge permitted under this Section 9.2, the transferee or, upon foreclosure on the Pledged Partnership Units or LP Preferred Units, as the case may be, each Institutional Lender which is the pledgee shall be admitted as a substituted limited partner Substituted Limited Partner as such term is defined in the Act (the “Substituted Limited Partner”) and shall succeed to all of the rights, including rights with respect to the Rights, of the transferor Limited Partner under this Agreement in the place and stead of such transferor Limited Partner; provided, however, that notwithstanding the foregoing, any transferee of any transferred Partnership Unit or LP Preferred Units, to as the extent such transferee case may be, shall, unless the Ownership Limit is entitled to exercise Rights under waived in writing by the Rights AgreementGeneral Partner, shall be subject to any and all ownership limitations contained in the Charter Ownership Limit applicable to Persons other than the Limited Partners and/or their Affiliates which may limit or restrict such transferee’s ability to exercise the Limited Partner’s Rights, if any. Any transferee, whether or not admitted as a Substituted Limited Partner, shall take subject to the obligations of the transferor hereunder. Unless admitted as No transferee pursuant to a Substituted Limited Transfer which is not expressly permitted under this Section 9.2 and is not consented to by the General Partner, no transferee, whether by a voluntary transferTransfer, by operation of law or otherwise, shall have any rights hereunder, other than the right to receive such portion of the distributions and allocations of Profits and Losses made by the Partnership as are allocable to the Partnership Units or LP Preferred Units, as the case may be, so transferred.
(b) The Limited Partners acknowledge that the Partnership Units and LP Preferred Units have not been registered under any federal or state securities laws and, as a result thereof, they may not be sold or otherwise transferred, except in accordance with Article XI or otherwise in compliance with such laws. Notwithstanding anything to the contrary contained in this Agreement, no Partnership Units or LP Preferred Units may be sold or otherwise transferred except pursuant to Article XI unless such Transfer is exempt from registration under any applicable securities laws or such Transfer is registered under such laws, it being acknowledged that the Partnership has no obligation to take any action which would cause any such interests to be registered.
Appears in 1 contract
Samples: Limited Partnership Agreement (SPG SpinCo Subsidiary Inc.)
Transfers by Limited Partners. Each Limited Partner shall, subject (a) Subject to the provisions of this Section 8.2 and Section 8.4 9.3 hereof, each Limited Partner shall have the right to transfer Transfer all or a portion of its Partnership Units to any PersonPerson that is the Immediate Family of such Limited Partner, whether an Affiliate of such Limited Partner, another Limited Partner, an institutional lender as security for a bona fide obligation of such Limited Partner, a bona fide pledge after a default in the obligation secured by the pledge (or not to a bona fide purchaser for value from such pledge), provided in connection each such case that prior written notice of the proposed Transfer is delivered to the General Partner. Any transfer of Partnership Units permitted by the first sentence of this Section 9.2(a) or by any other provision of this Agreement (including, for example, Section 9.2(c) and Paragraph 8 of Exhibit E) automatically will be admitted as a Substituted Limited Partner upon the filing with the exercise Partnership of (A) a duly executed and acknowledged instrument of assignment between the transferor and the transferee specifying the Partnership Units being assigned, setting forth the intention of the Rights. It is transferor that such transferee succeed to the transferor's interest as a condition Limited Partner with respect to any transfer otherwise permitted hereunder that the Partnership Units being assigned and agreement of the transferee assumes by operation of law or express agreement assuming all of the obligations of the transferor a Limited Partner under this Agreement with respect to such transferred Partnership Units accruing from and no such transfer after the date of transfer, (other than pursuant to B) a statutory merger duly executed and acknowledged instrument
(b) Except as set forth in Section 9.2(a) above, or consolidation wherein all obligations and liabilities of the transferor Partner are assumed by a successor corporation by operation of law) shall relieve the transferor Partner of its obligations under elsewhere in this Agreement (including Section 9.2(c) and Paragraph 8 of Exhibit E), no Transfer of a Limited Partner's Partnership Units may be effected without the approval consent of the General Partner Partner, which consent may be given, withheld or conditioned in its reasonable the General Partner's sole and absolute discretion. Upon such transfer, the A transferee of Partnership Units shall be deemed to be an Assignee with respect to such Partnership Units, but shall not become or be admitted to the Partnership as a substituted limited partner as such term is defined Substituted Limited Partner without the consent of the General Partner, which consent may be given or withheld in the Act (General Partner's sole and absolute discretion. An Assignee shall be entitled as a result of such Transfer only to receive the “Substituted Limited Partner”) and shall succeed to all economic benefits of the rights of Partnership Units to which the transferor Limited Partner under this Agreement in the place and stead of would otherwise be entitled, along with such transferor Limited Partner; provided, however, that notwithstanding 's rights with respect to the foregoing, Rights or such other exchange rights as are applicable to the Transferred Partnership Units (although any transferee of any transferred Units, to the extent such transferee is entitled to exercise Rights under the Rights Agreement, Transferred Partnership Units shall be subject to any and all ownership limitations contained in the Charter which corporate charter of the Company as may limit be amended from time to time), and such Assignee shall have no right (i) to participate in the management of the Partnership or restrict to vote on any matter requiring the consent or approval of the Limited Partners, (ii) to demand or receive any account of the Partnership's business, or (iii) to inspect the Partnership's books and records, unless and until such transferee’s ability Assignee is admitted to exercise the Rightspartnership as a Substituted Limited Partner. Any transfereeIn addition, whether or not unless and until a transferee is admitted to the Partnership as a Substituted Limited Partner, shall take subject to the obligations of the transferor hereunder. Unless admitted as a Substituted Limited PartnerLimited
(c) The Approved Transfers permitted in Paragraph 8 of Exhibit E hereto shall also be available, no transfereemutatis mutandis, whether by a voluntary transferto holders of any Common Units issued in exchange for or upon the redemption of SCUs.
(d) The applicable Approved Transfers permitted in Paragraph 8 of Exhibit H
(e) The applicable Approved Transfers permitted in Paragraph 8 of Exhibit J hereto shall also be available, by operation mutatis matandis, to holders of law any Common Units issued in exchange for or otherwise, shall have rights hereunder, other than to receive such portion upon the redemption of the distributions made by the Partnership as are allocable to the Units transferredL-SCUs.
Appears in 1 contract
Samples: Limited Partnership Agreement (CBL & Associates Properties Inc)
Transfers by Limited Partners. Each Except as otherwise provided in this Section 9.3, the Limited Partners shall not Transfer all or any portion of their Partnership Units to any transferee without the consent of the Managing General Partner shalland the Non-Managing General Partners, which consent may be withheld in their sole and absolute discretion; provided, however, that the foregoing shall not be considered a limitation on the ability of the Limited Partners to exercise their Rights pursuant to Article XI hereof.
(a) Notwithstanding the foregoing, but subject to the provisions of this Section 8.2 and Section 8.4 9.5 hereof, have any Limited Partner may at any time, without the right to transfer consent of the Managing General Partner or the Non-Managing General Partners, (i) Transfer all or a portion of its Partnership Units to an Affiliate of such Limited Partner, or (ii) Pledge some or all of its Partnership Units to any Person, whether or not in connection with Institutional Lender. Any Transfer to an Affiliate pursuant to clause (i) and any Transfer to a pledgee of Partnership Units Pledged pursuant to clause (ii) may be made without the exercise consent of the RightsManaging General Partner or the Non-Managing General Partners but, except as provided in subsequent provisions of this Section 9.3, such transferee or such pledgee shall hold the Units so transferred to it (and shall be admitted to the Partnership as a Substitute Limited Partner) subject to all the restrictions set forth in this Section 9.3. It is a condition to any transfer Transfer otherwise permitted hereunder under any provision of this Section 9.3 that the transferee assumes by operation of law or express agreement all of the obligations of the transferor Limited Partner under this Agreement with respect to such transferred Partnership Units arising after the effective date of the Transfer and no such transfer Transfer (other than pursuant to a statutory merger or consolidation wherein all obligations and liabilities of the transferor Partner are assumed by a successor corporation by operation of law, and other than pursuant to an exercise of the Rights pursuant to Article XI wherein all obligations and liabilities of the transferor Partner arising from and after the date of such Transfer shall be assumed by the Managing General Partner) shall relieve the transferor Partner of its obligations under this Agreement without prior to the approval effective date of the General Partner in its reasonable discretionsuch Transfer. Upon any such transferTransfer or Pledge permitted under this Section 9.3, the transferee or, upon foreclosure on the Pledged Partnership Units, each Institutional Lender which is the pledgee shall be admitted as a substituted limited partner Substituted Limited Partner as such term is defined in the Act (the “Substituted Limited Partner”) and shall succeed to all of the rights, including rights with respect to the Rights, of the transferor Limited Partner under this Agreement in the place and stead of such transferor Limited Partner; provided, however, that notwithstanding the foregoing, any transferee of any transferred UnitsPartnership Unit shall, to unless the extent such transferee Ownership Limit is entitled to exercise Rights under waived in writing by the Rights AgreementManaging General Partner, shall be subject to any and all ownership limitations contained in the Charter Ownership Limit applicable to Persons other than the Limited Partners and/or their Affiliates which may limit or restrict such transferee’s 's ability to exercise the Limited Partner's Rights, if any. Any transferee, whether or not admitted as a Substituted Limited Partner, shall take subject to the obligations of the transferor hereunder. Unless admitted as a Substituted Limited Partner, no transferee, whether by a voluntary transfer, by operation of law or otherwise, shall have rights hereunder, other than to receive such portion of the distributions made by the Partnership as are allocable to the Units transferred.No
Appears in 1 contract
Samples: Limited Partnership Agreement (Corporate Realty Consultants Inc)
