Limited Partnership Interests. No Limited Partner (other than the Special Voting Limited Partner, which shall be governed by Section 7.02(b)) may Transfer or agree or otherwise commit to Transfer all or any portion of, or any right, title and interest in and to, its Limited Partnership Interest (other than the Special Voting Limited Partner, which shall be governed by Section 7.02(b)), except any such Transfer (i) pursuant to Section 4.02(a)(ii), 4.03(b)(i) in connection with the Contribution and the Separation or Section 7.02(b); (ii) if such Limited Partner shall be a member of the BGC Partners Group or the Holdings Group (the “Group Transferor”), to any member of the BGC Partners Group or the Holdings Group (the “Group Transferee”), including in connection with the exchange of Holdings Units for BGC Partners Common Stock pursuant to the Holdings Limited Partnership Agreement; or (iii) for which the General Partner and the Limited Partners (with such consent to require the affirmative vote of a Majority in Interest) shall have provided their respective prior written consent (which consent shall not be unreasonably withheld or delayed, provided that if such Transfer could reasonably be expected to result in the Partnership being classified or treated as a publicly traded partnership for U.S. federal income tax purposes, the withholding of consent to such Transfer shall not be deemed unreasonable) (including any Transfer to the Partnership).
Limited Partnership Interests. (i) The Partnership shall have one or more Limited Partnership Interests. The number of Units or Non-Participating Units (in the case of the Special Voting Limited Partnership Interest) issued to each Limited Partner in respect of such Partner’s Limited Partnership Interest is set forth on Schedule 4.02. Schedule 4.02 shall be amended pursuant to Section 1.03 to reflect any change in the number or the issuance or allocation of the Units or Non-Participating Units (in the case of the Special Voting Limited Partnership Interest) in respect of such Partner’s Limited Partnership Interest in accordance with this Agreement.
Limited Partnership Interests. The General Partner may transfer all or any portion of its Limited Partnership Interests, or any of the rights associated with such Limited Partnership Interests, to any party without the consent of the Partnership or any Partner (regardless of whether such transfer triggers a termination of the Partnership for tax purposes under Section 708 of the Code).
Limited Partnership Interests. (i) The Partnership shall have one or more Limited Partnership Interests. The number of Units issued to each Limited Partner in respect of such Partner’s Limited Partnership Interest is set forth on Schedule 4.02. Schedule 4.02 shall be amended pursuant to Section 1.03 to reflect any change in the number or the issuance or allocation of the Units in respect of such Partner’s Limited Partnership Interest in accordance with this Agreement.
Limited Partnership Interests. No Limited Partner (other than the Special Voting Limited Partner, which shall be governed by Section 7.02(b)) may Transfer or agree or otherwise commit to Transfer all or any portion of, or any right, title and interest in and to, its Limited Partnership Interest (other than the Special Voting Limited Partner, which shall be governed by Section 7.02(b)), except any such Transfer (i) pursuant to Section 4.02(a)(ii); (ii) if such Limited Partner shall be a member of the BGC Partners Group or the Holdings Group, to any member of the BGC Partners Group or the Holdings Group, including in connection with the exchange of Holdings Units for BGC Partners Common Stock pursuant to the Holdings Limited Partnership Agreement; or (iii) for which the General Partner and the Limited Partners (with such consent to require the affirmative vote of a Majority in Interest) shall have provided their respective prior written consent (which consent shall not be unreasonably withheld or delayed; provided that if such Transfer could reasonably be expected to result in the Partnership being classified or treated as a publicly traded partnership for U.S. federal income tax purposes, the withholding of consent to such Transfer shall not be deemed unreasonable) (including any Transfer to the Partnership).
Limited Partnership Interests. Notwithstanding anything to the contrary in the CWI 2 OP LPA or this Agreement:
Limited Partnership Interests. Schedule 4.23 of Seller’s Disclosure Schedules (the “Limited Partnership Interest Schedule”) sets forth a true and complete list of all limited partnership private equity investments and other private equity investment vehicles in which any Company or Transferred Subsidiary holds or owns any limited partnership interest, non-managing membership interest or similar limited liability interest (the “Limited Partnership Interests”).
Limited Partnership Interests. As of the date hereof, the limited partners of the Partnership hold 57,564,767 Units and 2,000,000 8% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units representing limited partner interests in the Partnership (the “Series A Preferred Units”), and such Units and Series A Preferred Units are the only limited partner interests of the Partnership that are issued and outstanding; all of such Units and Series A Preferred Units, and the limited partner interests represented by each, have been duly authorized and validly issued in accordance with the Partnership Agreement, and are fully paid (to the extent required by applicable law and the Partnership Agreement) and nonassessable (except to the extent such nonassessability may be affected by Sections 17-303, 17-607 and 17- 804 of the Delaware LP Act). Other than such Units, such Series A Preferred Units, and any Units or Series A Preferred Units issuable under the Legacy Reserves, LP Long-Term Incentive Plan, pursuant to an underwritten public offering, pursuant to an at-the-market offering program or pursuant to a private placement in connection with any acquisition, the Seller Units will be the only limited partner interests of the Partnership issued or outstanding on the Closing Date.
Limited Partnership Interests. Notwithstanding the unequal Capital contributions of the General Partner and the Limited Partners, the General Partner and the Limited Partners hereby acknowledge and agree that as of the date hereof the respective Limited Partnership Interests are as set forth in Schedule E.
Limited Partnership Interests. The Partnership shall have one or more Limited Partnership Interests. There shall be two types of Limited Partnership Interests: (i) Regular Limited Partnership Interests; and (ii) Special Voting Limited Partnership Interests. As of the Closing Date, the Regular Limited Partnership Interests shall be represented by the Series A Units and the Series B Units, and the Special Voting Limited Partnership Interests shall be represented by the Special Voting Limited Partnership Units. Each of the Series A Units and the Series B Units shall be economic, and shall entitle its holder to the allocation of profits and losses of the Partnership as described in Article V of this Agreement and the distributions as described in Article VI of this Agreement. The Special Voting Limited Partnership Units shall be non-economic, and shall not entitle its holder to any allocation of profits or losses of the Partnership or distributions, except as otherwise expressly set forth in this Agreement.
