Conversion of the Partnership Sample Clauses

Conversion of the Partnership. In the event the General Partner determines that a Public Liquidity Event should be effectuated by converting the Partnership into a Delaware corporation, it shall take such steps as may be necessary to effectuate such conversion in accordance with Delaware law, and shall cause to be distributed to the parties therein shares of the common stock of PublicCo in proportion to their rights to liquidating distributions under Section 4.2 of the Partnership Agreement. Thereafter, the Securityholders and PublicCo (which shall have become bound as the Partnership’s successor) shall continue to be bound by the provisions of this Agreement (except to the extent such provisions terminate in accordance with their terms (whether as a result of a Qualified Public Offering or otherwise)) and the Securityholders shall have, with respect to their shares of common stock of PublicCo, the registration rights described and set forth in Schedule III attached hereto.
Sample 1
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Conversion of the Partnership. The Initial Partners acknowledge ----------------------------- and agree that it is anticipated that the Partnership will be converted into a corporate form so that an initial public offering of securities of the corporation registered under the Securities Act of 1933 may be consummated. Accordingly, at such time as shall be determined by the Board, the Partnership shall be converted into a corporate entity by a merger, consolidation, disposition of all or substantially all of its assets, or otherwise. Such successor corporation shall have the name 000xxx.xxx, Inc. or such other name as the Board shall determine. Upon the conversion of the Partnership to a corporate form, the Interests shall be converted into shares of common stock of the successor corporation on a pro rata basis, and the successor corporation and Partners shall inter into a Stockholders' Agreement which incorporates the management provisions and the restrictions on transfer of the shares of common stock which are substantially similar to the provisions of this Agreement.
Sample 1
Conversion of the Partnership. In the event the General Partner determines that a Public Liquidity Event should be effectuated by converting the Partnership into a Delaware corporation, it shall take such steps as may be necessary to effectuate such conversion in accordance with Delaware law, and shall cause to be distributed to the Series A Preferred Partners shares of senior preferred stock of PublicCo having the same rights, preferences, voting power, qualifications, limitations and restrictions as the Series A Preferred Units (with such changes that the General Partner determines in good faith to be necessary to reflect the conversion of the Partnership) and to the Common Partners shares of the common stock of PublicCo, in each case in proportion to their rights to liquidating distributions under Section 10.2(b). Thereafter, the Partners and PublicCo (which shall have become bound as the Partnership’s successor) shall continue to be bound by the provisions of this Agreement (except to the extent such provisions terminate in accordance with their terms) and the Partners shall have, with respect to their shares of common stock of PublicCo, the registration rights described and set forth in Schedule IV.
Sample 1
Conversion of the Partnership. At the election of Buyer, which election may be made at any time after the Effective Date and prior to the Closing Date by delivering written notice of such election to Seller, General Partner shall cause the Partnership to convert into a Delaware limited liability company in the name of the Company, whose members shall be all of the partners of the Partnership (in the same proportion), and to execute all documentation required in connection with such conversion. Upon such conversion, without any further action by either Buyer or Seller, all references herein to the “Partnership” set forth in this Agreement shall automatically be deemed references to the “Company” and all references herein to the “Partnership Interests” shall automatically be deemed references to the “Membership Interests” in the Company. Prior to submitting any required documentation, application or certificate in connection with such conversion, the General Partner shall deliver a copy of such materials to Buyer for Buyer’s review and approval prior to submission of the same for filing. Buyer shall reimburse Seller for all of Seller’s reasonable and actual out-of-pockets costs in connection with such conversion up to an aggregate of $10,000.00. Buyer shall indemnify, defend and hold Seller harmless from any liability, claim, demand, loss, expense or damage that is suffered or incurred by Seller or the Partnership arising out of such conversion, including, but not limited to, the imposition of any transfer tax by the Commonwealth of Pennsylvania or the City of Philadelphia.
Sample 1

Related to Conversion of the Partnership

  • Formation of the Partnership The Partnership was formed as a limited partnership pursuant to the provisions of the Act and the Original Agreement and continued upon the terms and subject to the conditions set forth in this Agreement. Except as expressly provided herein to the contrary, the rights and obligations of the Partners and administration and termination of the Partnership shall be governed by the Act. The Partnership Interest of each Partner shall be personal property for all purposes.

  • Dissolution of the Partnership The Partnership shall be dissolved upon the occurrence of any of the following:

  • Termination of the Partnership The Partnership shall terminate when all assets of the Partnership, after payment or due provision for all debts, liabilities and obligations of the Partnership, shall have been distributed to the Partners in the manner provided for in this Article VIII, and the Certificate shall have been canceled in the manner required by the Act.

  • Capitalization of the Partnership Subject to Section 8.2, the Partnership is authorized to issue two classes of Partnership Interests. The Partnership Interests shall be designated as General Partner Interests and Limited Partner Interests, each having such rights, powers, preferences and designations as set forth in this Agreement.

  • Continuation of the Business of the Partnership After Dissolution Upon (a) dissolution of the Partnership following an Event of Withdrawal caused by the withdrawal or removal of the General Partner as provided in Section 11.1(a)(i) or (iii) and the failure of the Partners to select a successor to such Departing General Partner pursuant to Section 11.1 or Section 11.2, then, to the maximum extent permitted by law, within 90 days thereafter, or (b) dissolution of the Partnership upon an event constituting an Event of Withdrawal as defined in Section 11.1(a)(iv), (v) or (vi), then, to the maximum extent permitted by law, within 180 days thereafter, the holders of a Unit Majority may elect to continue the business of the Partnership on the same terms and conditions set forth in this Agreement by appointing as a successor General Partner a Person approved by the holders of a Unit Majority. Unless such an election is made within the applicable time period as set forth above, the Partnership shall conduct only activities necessary to wind up its affairs. If such an election is so made, then:

  • Dissolution of Partnership The Partnership shall be dissolved upon the expiration of its term or the earlier occurrence of any of the following events.

  • Purpose of the Partnership The purpose of the Partnership is to acquire, construct, own and operate the Apartment Housing in order to provide, in part, Tax Credits to the Partners in accordance with the provisions of the Code and the Treasury Regulations applicable to LIHTC and to sell the Apartment Housing. The Partnership shall not engage in any business or activity which is not incident to the attainment of such purpose.

  • BUSINESS OF THE PARTNERSHIP The purpose and nature of the business to be conducted by the Partnership is (i) to conduct any business that may be lawfully conducted by a limited partnership organized pursuant to the Act, provided, however, that such business shall be limited to and conducted in such a manner as to permit the General Partner at all times to qualify as a REIT, unless the General Partner otherwise ceases to qualify as a REIT, and in a manner such that the General Partner will not be subject to any taxes under Section 857 or 4981 of the Code, (ii) to enter into any partnership, joint venture, co-ownership or other similar arrangement to engage in any of the foregoing or the ownership of interests in any entity engaged in any of the foregoing and (iii) to do anything necessary or incidental to the foregoing. In connection with the foregoing, and without limiting the General Partner’s right in its sole and absolute discretion to qualify or cease qualifying as a REIT, the Partners acknowledge that the General Partner intends to qualify as a REIT for federal income tax purposes and upon such qualification the avoidance of income and excise taxes on the General Partner inures to the benefit of all the Partners and not solely to the General Partner. Notwithstanding the foregoing, the Limited Partners agree that the General Partner may terminate its status as a REIT under the Code at any time to the full extent permitted under the Charter. The General Partner on behalf of the Partnership shall also be empowered to do any and all acts and things necessary or prudent to ensure that the Partnership will not be classified as a “publicly traded partnership” for purposes of Section 7704 of the Code.

  • Continuation of Partnership The Partners hereby continue the Partnership as a limited partnership pursuant to the provisions of the Act and upon the terms and conditions set forth in this Agreement. Except as expressly provided herein to the contrary, the rights and obligations of the Partners and the administration and termination of the Partnership shall be governed by the Act. The Partnership Interest of each Partner shall be personal property for all purposes.

  • Management of the Partnership (a) Except as otherwise expressly provided in this Agreement, the General Partner shall have full, complete and exclusive discretion to manage and control the business of the Partnership for the purposes herein stated, and shall make all decisions affecting the business and assets of the Partnership. Subject to the restrictions specifically contained in this Agreement, the powers of the General Partner shall include, without limitation, the authority to take the following actions on behalf of the Partnership:

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