Common use of Voluntary Transfer of Managing General Partner Interest Clause in Contracts

Voluntary Transfer of Managing General Partner Interest. Without the consent of the Fund Investors by a Super Majority Fund Vote, the Managing General Partner shall not have the right to assign or otherwise transfer its interest as a general partner of the Partnership designated the Managing General Partner (but may pledge its interest in connection with any Partnership borrowing) other than to another Hxxxx Controlled Entity, and the Managing General Partner shall not have the right to withdraw from the Partnership; provided that without the consent of the Limited Partners or any other Fund Investors, the Managing General Partner may be reconstituted as or converted into a corporation, limited partnership or other form of entity (any such reconstituted or converted entity being deemed to be the Managing General Partner for all purposes hereof) by merger, consolidation or otherwise, so long as (i) the Managing General Partner continues to be a Hxxxx Controlled Entity; (ii) such reconstitution, conversion or transfer does not have adverse tax or legal consequences for the Limited Partners or the Partnership; (iii) the Managing General Partner has notified the Limited Partners of such transaction at least thirty days prior to the effective date of such transaction; and (iv) the Limited Partners shall not have made a reasonable objection to such transaction prior to the effective date of such transaction by a Majority LP Vote. No such assignment or other transfer of all of the Managing General Partner’s interest as a general partner of the Partnership shall be effective until its assignee or transferee has been substituted in its place as a general partner of the Partnership designated the Managing General Partner. Any such substitute general partner shall be admitted as a general partner of the Partnership designated the Managing General Partner upon its execution and delivery of this Agreement as Managing General Partner, and immediately thereafter the replaced general partner shall withdraw as a general partner of the Partnership.

Voluntary Transfer of Managing General Partner Interest. Without the consent of the Fund Investors by a Super Majority Fund Vote, the Managing General Partner shall not have the right to assign or otherwise transfer its interest as a general partner of the Partnership designated the Managing General Partner (but may pledge its interest in connection with any Partnership borrowing) other than to another Hxxxx Xxxxx Controlled Entity, and the Managing General Partner shall not have the right to withdraw from the Partnership; provided that without the consent of the Limited Partners or any other Fund Investors, the Managing General Partner may be reconstituted as or converted into a corporation, limited partnership or other form of entity (any such reconstituted or converted entity being deemed to be the Managing General Partner for all purposes hereof) by merger, consolidation or otherwise, so long as (i) the Managing General Partner continues to be a Hxxxx Xxxxx Controlled Entity; (ii) such reconstitution, conversion or transfer does not have adverse tax or legal consequences for the Limited Partners or the Partnership; (iii) the Managing General Partner has notified the Limited Partners of such transaction at least thirty days prior to the effective date of such transaction; and (iv) the Limited Partners shall not have made a reasonable objection to such transaction prior to the effective date of such transaction by a Majority LP Vote. No such assignment or other transfer of all of the Managing General Partner’s interest as a general partner of the Partnership shall be effective until its assignee or transferee has been substituted in its place as a general partner of the Partnership designated the Managing General Partner. Any such substitute general partner shall be admitted as a general partner of the Partnership designated the Managing General Partner upon its execution and delivery of this Agreement as Managing General Partner, and immediately thereafter the replaced general partner shall withdraw as a general partner of the Partnership.