Admission of Substituted Limited Partners. By transfer of a Unit in accordance with Article 10, the transferor shall be deemed to have given the transferee the right to seek admission as a Substituted Limited Partner subject to the conditions of, and in the manner permitted under, this Agreement. A transferor of a Certificate shall, however, only have the authority to convey to a purchaser or other transferee who does not execute and deliver a Transfer Application (i) the right to negotiate such Certificate to a purchaser or other transferee, and (ii) the right to transfer the right to request admission as a Substituted Limited Partner to such purchaser or other transferee in respect of the transferred Units. Each transferee of a Unit (including, without limitation, any nominee holder or an agent acquiring such Unit for the account of another Person) who executes and delivers a Transfer Application shall, by virtue of such execution and delivery, be an Assignee and be deemed to have applied to become a Substituted Limited Partner with respect to the Units so transferred to such Person. Such Assignee shall become a Substituted Limited Partner (i) at such time as the General Partner consents thereto, which consent may be given or withheld in the General Partner’s sole discretion, and (ii) when any such admission is shown on the books and records of the Partnership, following the consent of the General Partner to such admission. If such consent is withheld, such transferee shall be an Assignee. An Assignee shall have an interest in the Partnership equivalent to that of a Limited Partner with respect to allocations and distributions, including, without limitation, liquidating distributions, of the Partnership. With respect to voting rights attributable to Units that are held by Assignees, the General Partner shall be deemed to be the Limited Partner with respect thereto and shall, in exercising the voting rights in respect of such Units on any matter, vote such Units at the written direction of the Assignee who is the Record Holder of such Units. If no such written direction is received, such Units will not be voted. An Assignee shall have none of the other rights of a Limited Partner.
Admission of Substituted Limited Partners. A. No Limited Partner shall have the right to substitute a transferee (including any transferees pursuant to Transfers permitted by Section 11.3 hereof) as a Limited Partner in its place. A transferee of a Limited Partner Interest may be admitted as a Substituted Limited Partner only with the Consent of the General Partner. The failure or refusal by the General Partner 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 the General Partner. Subject to the foregoing, an Assignee shall not be admitted as a Substituted Limited Partner until and unless it furnishes to the General Partner (i) evidence of acceptance, in form and substance satisfactory to the General Partner, of all the terms, conditions and applicable obligations of this Agreement, (ii) a counterpart signature page to this Agreement executed by such Assignee and (iii) such other documents and instruments as may be required or advisable, in the sole and absolute discretion of the General Partner, to effect such Assignee’s admission as a Substituted Limited Partner.
B. Concurrently with, and as evidence of, the admission of a Substituted Limited Partner, the General Partner shall amend Exhibit A and the books and records of the Partnership to reflect the name, address and number and class and/or series of Partnership Units of such Substituted Limited Partner and to eliminate or adjust, if necessary, the name, address and number of Partnership Units of the predecessor of such Substituted Limited Partner.
C. A transferee who has been admitted as a Substituted Limited Partner in accordance with this Article 11 shall have all the rights and powers and be subject to all the restrictions and liabilities of a Limited Partner under this Agreement.
Admission of Substituted Limited Partners. A transferee of LP Units shall automatically be admitted to the Partnership as a Limited Partner (and the transferor of such LP Units shall, if such transferor is assigning all of such transferor’s LP Units, automatically cease to be a Limited Partner) at and as of the time the transfer is registered on the Units Register pursuant to Section 10.2.
Admission of Substituted Limited Partners. No Transferee of a Limited Partner’s Interest will be admitted to the Fund as a substitute Limited Partner without the consent of the General Partner; provided, however, that the General Partner may withhold such consent only to prevent or minimize adverse legal or tax consequences to the Fund.
Admission of Substituted Limited Partners. Any person that is the successor in interest to a Limited Partner as described in Section 10.3 shall be admitted to the Partnership as a limited partner upon (a) furnishing to the General Partner (i) acceptance in form satisfactory to the General Partner of all of the terms and conditions of this Agreement and (ii) such other documents or instruments as may be required to effect its admission as a limited partner in the Partnership and (b) obtaining the consent of the General Partner, which consent may be given or withheld in the General Partner's sole discretion. Such Person shall be admitted to the Partnership as a limited partner immediately prior to the transfer of the Partnership Interest, and the business of the Partnership shall continue without dissolution.
Admission of Substituted Limited Partners. 59 12.2 Admission of Successor General Partner.......................................................60 12.3
Admission of Substituted Limited Partners. Any person that is the successor in interest to a Limited Partner as described in Section 10.3 shall be admitted to the Partnership as a limited partner upon (a) furnishing to the General Partner (i) acceptance in form satisfactory to the General Partner of all of the terms and conditions of this Agreement and (ii) such other documents or instruments as may be required to effect its admission as a limited partner in the Partnership and (b) obtaining the consent of the General Partner, which consent may be withheld or granted in the sole discretion of the General Partner; provided, however, that this clause (b) shall not be applicable in the case of the admission as a Limited Partner of a Person acquiring a Limited Partner's Partnership Interest as a result of a transfer described in clauses (iii) or (iv) of the second sentence of Section
Admission of Substituted Limited Partners. (a) An assignee or transferee of an interest in MSV LP shall not be admitted to MSV LP as a substituted Limited Partner until (i) such assignee or transferee and transferring Limited Partner has complied with all of the conditions and procedures set forth in Section 8.2, (ii) such assignee or transferee has confirmed in writing to General Partner that it has reviewed the terms and conditions of this Agreement, the MSV LP Agreement, the Investment Agreement and each of the Ancillary Agreements including, without limitation, the events of default, remedy and forfeiture provisions of the Pledge Agreement, and (iii) payment of any reasonable expenses of MSV LP incurred in connection with such admission (including, without limitation, attorney's fees). Such assignee or transferee shall automatically be admitted to MSV LP as a Limited Partner following satisfaction of the provisions of this Section 8.3(a).
(b) A Person who acquires any Limited Partnership Interests of a Limited Partner pursuant to Section 8.2 but who is not admitted as a substituted Limited Partner pursuant to Section 8.3(a) shall be entitled only to allocations and distributions with respect to such acquired Limited Partnership interests in accordance with this Agreement, but shall have no right to vote or give consent hereunder, to obtain any information or accounting of the affairs of MSV LP, shall not solely as a result of its acquisition of such Limited Partnership Interests obtain or have the right to obtain any shares in General Partner, shall not be entitled to inspect the books or records of MSV LP and shall not have any rights of a Limited Partner under the Delaware Act, this Agreement or the MSV LP Agreement.
(c) A transferor of interests shall remain a Limited Partner of MSV LP with respect to such transferred interests until such time, if ever, as the transferee of such interests is admitted as a substituted Limited Partner in accordance with this Agreement.
Admission of Substituted Limited Partners. Any Person that is the successor in interest to a Limited Partner as described in Section 4.3 shall be admitted to the Partnership as a Limited Partner upon (a) furnishing to the Board of Supervisors (i) written acceptance of all of the terms and conditions of this Agreement and (ii) such other documents or instruments as may be required by law to effect its admission as a Limited Partner in the Partnership and (b) except in the case of the foreclosure of a pledge referred to in Section 4.3, obtaining the consent of the Board of Supervisors, which consent may be given or withheld in the Board of Supervisors’ sole discretion. Such Person shall be admitted to the Partnership as a Limited Partner effective immediately prior to the transfer of the Partnership Interest, and the business of the Partnership shall continue without dissolution.
Admission of Substituted Limited Partners. A transferee of Units shall automatically be admitted to the Partnership as a Limited Partner (and the transferor of such Units shall, if such transferor is assigning all of such transferor’s Units, automatically cease to be a Limited Partner) at and as of the time the transfer is registered on the Units Register pursuant to Section 10.2.
13. Section 12.4 is hereby amended and restated as follows: Section
