Series A Limited Partner definition
Examples of Series A Limited Partner in a sentence
If such Holder was a Series A Limited Partner prior to such Series A Conversion, then such Series A Limited Partner shall thereafter be a Limited Partner in respect of such Common Units.
Each Series A Limited Partner or other Holder of Series A Preferred Units covenants and agrees with the General Partner that all Partnership Units delivered for redemption shall be delivered to the Partnership free and clear of all liens and, notwithstanding anything herein contained to the contrary, the Partnership shall not be under any obligation to acquire Partnership Units which are or may be subject to any liens.
Each Series A Limited Partner and other Holder of Series A Preferred Units further agrees that, in the event any state or local property transfer tax is payable as a result of the transfer of its Partnership Units to the Partnership, such Series A Limited Partner or Holder shall assume and pay such transfer tax.
A transferee who has been admitted as a Substituted Series A 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 Series A Limited Partner under this Agreement.
To the extent any such attempted exchange for REIT Series A Preferred Shares would be in violation of the previous sentence, it shall be void ab initio and such Series A Limited Partner shall not acquire any rights or economic interest in the REIT Series A Preferred Shares otherwise issuable upon such exchange.
The General Partner and the Series A General Partner may amend this Separate Series Agreement without the consent of the Series A Limited Partner; provided, however, that the Series A General Partner may not amend this Separate Series Agreement in a manner that materially and adversely affects the Series A Limited Partner without the prior written consent of Series A Limited Partner.
The power of attorney granted herein shall be irrevocable, is coupled with an interest, and shall survive and not be affected by the dissolution, bankruptcy, incapacity or disability of the Series A Limited Partner and shall extend to its successors and assigns.
The power of attorney granted herein is intended to secure an interest in property and, in addition, the obligations of the Series A Limited Partner under this Separate Series Agreement.
The Series A Limited Partner has only the voting and consent rights with respect to the Partnership generally, including with respect to mergers, conversions, domestications and transfers involving the Partnership, and amendments to the Partnership Agreement, that are set forth in Amendment No. 1 to the Partnership Agreement.
In effecting such transfer, the General Partner may admit the Series A Limited Partner as an equity holder in one or more entities that hold the assets and liabilities associated with Series A with substantially similar interests and rights to its interests and rights in Series A.