Assignments by Limited Partners Sample Clauses

Assignments by Limited Partners. (a) Without the prior written consent of the General Partner, which consent may be conditioned, withheld or granted, in whole or in part, by the General Partner, in its sole discretion, a Limited Partner may not, directly or indirectly, (i) Transfer (including through entry into derivatives transactions with respect thereto) its Interests, in whole or in part, to any person except by operation of law or as provided in Section 5.04, or (ii) substitute for itself as a Limited Partner any other Person. The General Partner may require a Limited Partner seeking to Transfer its Interests to obtain, at such Limited Partner’s cost, a legal opinion satisfactory to the General Partner that such Transfer does not (i) require registration under the Securities Act, the Investment Company Act or the securities laws of any other applicable jurisdiction,
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Assignments by Limited Partners. A Limited Partner may Assign all or a portion of its Limited Partner Interest only (x) to (A) a corporation at least 80% of the voting stock of which is owned by the Limited Partner, (B) a corporation which owns at least 80% of the voting stock of such Limited Partner, (C) a corporation at least 80% of the voting stock of which is owned by Persons which collectively own, directly or indirectly, at least 80% of the voting stock of such Limited Partner, (D) a corporation into which such Limited Partner shall merge or with which it shall consolidate or to which it shall sell all or substantially all of its assets, if after such merger, consolidation or sale, at least 80% of the voting stock of such continuing corporation is owned directly or indirectly by Persons which collectively owned (immediately prior to such transaction), directly or indirectly, at least 80% of the voting stock of such Limited Partner, or (E) a PG&E Corp.-Cogentrix Affiliate, or (y) to a transferee whose identity has been approved by the Board of Control, which approval shall not be unreasonably withheld; provided, however, that such approval may be in the form of a list of permitted transferees pre-approved from time to time by action of the Board of Control, such list to be kept with the records of the Partnership; and in each case only if:"
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Assignments by Limited Partners. 48 Section 9.2. Assignment by General Partners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49 Section 9.3. Apportionment Between Assignor and Assignee . . . . . . . . . . . . . . . . . . . . . . . . . . 49 Section 9.4.
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Assignments by Limited Partners. (a) The interest of a Limited Partner in the Partnership shall be assignable in whole or in part, subject to the following: (i) no such assignment shall be made if such assignment would result in the violation of any applicable federal or state securities laws; (ii) the Partnership shall not be required to recognize any such assignment until the instrument conveying such interest has been delivered to the Managing General Partner for recordation on the books of the Partnership; and (iii) subject to compliance with the provisions of Sections 9.5, 9.6, 9.7 and 9.8.
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Assignments by Limited Partners. (a) Subject to Section 9.2 and this Section 9.3, a Limited Partner may sell, assign, pledge or otherwise transfer all or, if permitted by applicable law, any part of its interest in the Partnership, and a purchaser, assignee, pledgee or transferee of such interest (an “Assignee”) may sell, assign or otherwise transfer all or part of such interest.
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Assignments by Limited Partners 
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Related to Assignments by Limited Partners

  • Outside Activities of Limited Partners Subject to any agreements entered into by a Limited Partner or its Affiliates with the General Partner, Partnership or a Subsidiary, any Limited Partner and any officer, director, employee, agent, trustee, Affiliate or stockholder of any Limited Partner shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Partnership, including business interests and activities in direct competition with the Partnership or that are enhanced by the activities of the Partnership. Neither the Partnership nor any Partners shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner or Assignee. Subject to such agreements, none of the Limited Partners nor any other Person shall have any rights by virtue of this Agreement or the partnership relationship established hereby in any business ventures of any other Person, other than the Limited Partners benefiting from the business conducted by the General Partner, and such Person shall have no obligation pursuant to this Agreement to offer any interest in any such business ventures to the Partnership, any Limited Partner or any such other Person, even if such opportunity is of a character which, if presented to the Partnership, any Limited Partner or such other Person, could be taken by such Person.

  • Approval by Limited Partners (a) Except as provided in Section 14.3(d), the General Partner, upon its approval of the Merger Agreement or the Plan of Conversion, as the case may be, shall direct that the Merger Agreement or the Plan of Conversion and the merger, consolidation or conversion contemplated thereby, as applicable, be submitted to a vote of Limited Partners, whether at a special meeting or by written consent, in either case in accordance with the requirements of Article XIII. A copy or a summary of the Merger Agreement or the Plan of Conversion, as the case may be, shall be included in or enclosed with the notice of a special meeting or the written consent.

  • Transfers of Limited Partnership Interests 9.1 Restrictions on Transfer of Limited Partnership Interests.

  • Contributions by Initial Limited Partners (a) On the Closing Date and pursuant to the Underwriting Agreement, each Underwriter shall contribute cash to the Partnership in exchange for the issuance by the Partnership of Common Units to each Underwriter, all as set forth in the Underwriting Agreement.

  • Nature of Limited Partner Interests All Limited Partner Interests issued pursuant to, and in accordance with the requirements of, this Article V shall be fully paid and non-assessable Limited Partner Interests in the Partnership, except as such non-assessability may be affected by Sections 17-303, 17-607 or 17-804 of the Delaware Act.

  • Rights of Limited Partners Except as otherwise provided in this Agreement, each Limited Partner shall look solely to the assets of the Partnership for the return of its Capital Contributions and shall have no right or power to demand or receive property other than cash from the Partnership. Except as otherwise provided in this Agreement, no Limited Partner shall have priority over any other Partner as to the return of its Capital Contributions, distributions, or allocations.

  • Substituted Limited Partners A. No Limited Partner shall have the right to substitute a transferee as a Limited Partner in his or her place (including any transferee permitted by Section 11.3). 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 11.4 as a Substituted Limited Partner, which consent may be given or withheld by the 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.

  • Limited Liability of Limited Partners (1) Each Unit of Limited Partnership Interest, when purchased by a Limited Partner, subject to the qualifications set forth below, shall be fully paid and non-assessable.

  • Formation of Limited Partnership (a) The Partnership is formed as a limited partnership pursuant to the Certificate and this Agreement. The Partners agree that their rights, duties and liabilities will be as provided in the Delaware Act, except as otherwise provided in this Agreement. The General Partner will cause the Certificate to be executed and filed in accordance with the Delaware Act and will cause to be executed and filed with applicable governmental authorities any other instruments, documents and certificates that the General Partner concludes may from time to time be required by the laws of the United States of America, the State of Delaware or any other jurisdiction in which the General Partner determines that the Partnership should do business, or any political subdivision or agency of any such jurisdiction, or that the General Partner determines is necessary or appropriate to effectuate, implement and continue the valid existence and business of the Partnership.

  • Certification of Limited Liability Company and Limited Partnership Interests Each interest in any limited liability company or limited partnership controlled by any Grantor and pledged hereunder shall be represented by a certificate, shall be a “security” within the meaning of Article 8 of the New York UCC and shall be governed by Article 8 of the New York UCC.

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