Common use of General Partner Transfer Clause in Contracts

General Partner Transfer. (i) The General Partner may Transfer its interest in the Partnership to an Affiliate of the General Partner without the approval of the Limited Partners, so long as such Transfer includes a Transfer to an Affiliate of all of the General Partner’s interest in the Partnership. Other than Transfers to an Affiliate of the General Partner, the General Partner shall not Transfer all or any of its interest in the Partnership (or any economic interest therein), and no Transfer other than to an Affiliate shall be registered by the Partnership; provided, that nothing in this Agreement shall preclude changes in the composition of the partners constituting the limited partnership that is the General Partner (and, except as otherwise provided in Section 11.1, no such changes shall cause a dissolution of the Partnership) so long as Jamestown has control thereof; provided further, that such limited partnership may be reconstituted from the partnership form to the limited liability company form, the general partnership form, the corporate form or other legal form of organization or vice versa so long as Jamestown has control of the reconstituted entity.

Appears in 3 contracts

Samples: Limited Partnership Agreement (Jamestown Invest 1, LLC), Limited Partnership Agreement (Jamestown Atlanta Invest 1, LLC), Limited Partnership Agreement (Jamestown Atlanta Invest 1, LLC)

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General Partner Transfer. (i) The General Partner may Transfer its interest in the Partnership to an Affiliate of the General Partner without the approval of the Limited Partners, so long as such Transfer includes a Transfer to an Affiliate of all of the General Partner’s interest in the Partnership. Other than Transfers to an Affiliate of the General Partner, the General Partner shall not Transfer all or any of its interest in the Partnership (or any economic interest therein), and no Transfer other than to an Affiliate shall be registered by the Partnership; provided, that nothing in this Agreement shall preclude changes in the composition of the partners members constituting the limited partnership liability company that is the General Partner (and, except as otherwise provided in Section 11.1, no such changes shall cause a dissolution of the Partnership) so long as Jamestown has control thereof; provided further, that such limited partnership liability company may be reconstituted from the partnership limited liability company form to the limited liability company partnership form, the general partnership form, the corporate form or other legal form of organization or vice versa so long as Jamestown has control of the reconstituted entity.

Appears in 1 contract

Samples: Limited Partnership Agreement (Jamestown Invest 1, LLC)

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