General Partner Transfers Sample Clauses
The General Partner Transfers clause governs the conditions under which a general partner in a partnership or investment fund may transfer its interest or role to another party. Typically, this clause outlines the requirements for obtaining consent from limited partners or other stakeholders, sets out any restrictions on transfers, and may specify exceptions for transfers to affiliates or in connection with organizational changes. Its core function is to maintain stability and control within the partnership by preventing unauthorized or undesirable changes in management, thereby protecting the interests of all parties involved.
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General Partner Transfers. Without the approval of Limited Partners whose Allocation Percentages represent more than fifty percent (50%) of the aggregate Allocation Percentages of all Limited Partners on the relevant date of determination, the General Partner may not transfer its Interest as General Partner in the Partnership; provided that, the General Partner may transfer its Interest as General Partner without the consent of any Limited Partner (i) to any entity controlled by, controlling or under common control with it or the Principal, or (ii) pursuant to a transaction not deemed to involve an “assignment” of this Agreement within the meaning of the Investment Advisers Act of 1940, as amended. In the case of any transfer pursuant to the preceding clauses (i) and (ii), the transferee shall be admitted to the Partnership as a substitute General Partner, all references herein to the General Partner shall thereafter be deemed references to the transferee General Partner, and the General Partner will promptly notify the Limited Partners of any such transfer of its Interest.
General Partner Transfers. Except as otherwise specifically provided herein, the General Partner shall not transfer, voluntarily or involuntarily, all or any part of its interest in the Partnership, nor shall the General Partner have the power to substitute a transferee in its place as a substituted General Partner, without, in either event, having obtained the prior written consent of each Limited Partner, which consent shall be in the Limited Partners' sole discretion.
General Partner Transfers. (a) The General Partner shall not Transfer the whole or any fraction of its interest as a general partner in the Partnership except in connection with a withdrawal pursuant to and in accordance with Section 7.02; provided that the General Partner shall have the right, without the Consent of any Partner, to Transfer the whole or any fraction of its interest as a general partner in the Partnership to any Affiliate of PubCorp.
(b) In connection with any Transfer of part but not all of the General Partner’s interest as a general partner of the Partnership in accordance with Section 8.04(a), the General Partner may, in its sole discretion, at the time of such Transfer or at anytime thereafter, admit the Transferee of such interest as an additional general partner in respect of the interest Transferred. In connection with the Transfer of all of the General Partner’s interest as a general partner of the Partnership, the Transferee of such interest shall be deemed to be admitted as a general partner of the Partnership, as applicable, immediately prior to the effective time of such Transfer and is authorized to, and shall, continue the business of the Partnership without dissolution. If at any time there is more than one general partner of the Partnership, the withdrawal of one general partner of the Partnership shall not cause the dissolution of the Partnership and the remaining general partner is authorized to, and shall, continue the business of the Partnership without dissolution.
General Partner Transfers. Except as otherwise provided by law, the General Partner shall not transfer all or any part of its Interest to any Person.
General Partner Transfers. (a) The General Partner and HPHI may sell or pledge their Partnership Interests or transfer or assign any of HHM's rights and duties as a General Partner to any Person who assumes in writing HHM's obligations and liabilities arising under this Agreement, except that in no event shall they sell their Partnership Interests or assign HHM's rights and duties as a General Partner to any Person who owns a hospital located within three (3) miles of the Hospital without the approval by a Majority Vote of Investor Limited Partners.
(b) No Investor Limited Partner may assign its rights to be an Investor Representative herein. Upon the withdrawal or resignation of an Investor Representative, a substitute therefore who must be an Investor Limited Partner, or an owner of a Limited Partner that is an Entity, may be elected by a Majority Vote of the Investor Limited Partners.
(c) Any resignation or withdrawal by the General Partner as a general partner shall not constitute the General Partner's withdrawal as a Partner.
General Partner Transfers. The General Partner may sell, transfer, assign, hypothecate, pledge or otherwise dispose of or encumber all of any portion of its interest in the Partnership and may, at its election, appoint its successor as the General Partner hereunder.
General Partner Transfers. No assignment of General Partner Units by a General Partner, other than to the executors or administrators of his estate upon his death, shall be effective until the Partnership shall have received an opinion of counsel that such assignment will not cause the Partnership to cease being characterized as a partnership rather than an association taxable as a corporation for purposes of the Internal Revenue Code, as then in effect. Except for the preceding restriction, a General Partner may assign his General Partner Units in the same manner as a Limited Partner. Any such assignment of less than all of the Units of a General Partner shall not constitute a withdrawal by the General Partner from the Partnership. Any assignee of General Partner Units (other than another General Partner) shall be deemed an assignee of Limited Partner Units to the extent of such assignment. Any such assignee shall be eligible to become a substituted Limited Partner as set forth in Sections 15.3 and 15.5 hereof.