Transfer of General Partner’s Partnership Interest. (a) The General Partner may not transfer any of its Partnership Interests except in connection with (i) a transaction permitted under Section 11.02(b), (ii) any merger (including a triangular merger), consolidation or other combination with or into another Person following the consummation of which the equity holders of the surviving entity are substantially identical to the members of the General Partner, (iii) a transfer to a Qualified REIT Subsidiary or (iv) as otherwise expressly permitted under this Agreement, nor shall the General Partner withdraw as General Partner except in connection with a transaction permitted under Section 11.02(b) or any merger, consolidation, or other combination permitted under clause (ii) of this Section 11.02(a).
Appears in 7 contracts
Samples: Second Amendment (ZAIS Financial Corp.), Merger Agreement (Ready Capital Corp), Termination Agreement (ZAIS Financial Corp.)
Transfer of General Partner’s Partnership Interest. (a) The General Partner may not transfer any of its Partnership Interests except in connection with (i) a transaction permitted under Section 11.02(b), (ii) any merger (including a triangular merger), consolidation or other combination with or into another Person following the consummation of which the equity holders of the surviving entity are substantially identical to the members stockholders of the General Partner, (iii) a transfer to a Qualified REIT any Subsidiary of the General Partner or (iv) as otherwise expressly permitted under this Agreement, nor shall the General Partner withdraw as General Partner except in connection with a transaction permitted under Section 11.02(b) or any merger, consolidation, or other combination permitted under clause (ii) of this Section 11.02(a).
Appears in 4 contracts
Samples: Empire State Realty Trust, Inc., Empire State Realty Trust, Inc., Empire State Realty OP, L.P.
Transfer of General Partner’s Partnership Interest. (a) The General Partner may not transfer Transfer any of its Partnership Interests except in connection with (i) a transaction permitted under Section 11.02(b), (ii) any merger (including a triangular merger), consolidation or other combination with or into another Person following the consummation of which the equity holders of the surviving entity are substantially identical to the members stockholders of the General Partner, (iii) a transfer to a Qualified REIT any Subsidiary of the General Partner or (iv) as otherwise expressly permitted under this Agreement, nor shall the General Partner withdraw as General Partner except in connection with a transaction permitted under Section 11.02(b) or any merger, consolidation, or other combination permitted under clause (ii) of this Section 11.02(a).
Appears in 3 contracts
Samples: Trade Street Residential, Inc., Trade Street Residential, Inc., Trade Street Residential, Inc.
Transfer of General Partner’s Partnership Interest. (a) The Except as provided in Section 11.02(c), the General Partner may not transfer any of Transfer its Partnership Interests General Partner Interest except in connection with (i) a transaction permitted under Section 11.02(b), (ii) any merger (including a triangular merger), consolidation or other combination with or into another Person following the consummation of which the equity holders of the surviving entity are substantially identical to the members stockholders of the General PartnerParent, (iii) a transfer to a Qualified REIT any Subsidiary of the General Partner or the Parent or (iv) as otherwise expressly permitted under this Agreement, nor shall the General Partner withdraw as General Partner except in connection with a transaction permitted under Section 11.02(b) or any merger, consolidation, or other combination permitted under clause (ii) of this Section 11.02(a).
Appears in 2 contracts
Samples: Gladstone Commercial Corp, GLADSTONE LAND Corp
Transfer of General Partner’s Partnership Interest. (ah) The General Partner may not transfer any of its Partnership Interests except in connection with (i) a transaction permitted under Section 11.02(b), (ii) any merger (including a triangular merger), consolidation or other combination with or into another Person following the consummation of which the equity holders of the surviving entity are substantially identical to the members stockholders of the General Partner, (iii) a transfer to a Qualified REIT any Subsidiary of the General Partner or (iv) as otherwise expressly permitted under this Agreement, nor shall the General Partner withdraw as General Partner except in connection with a transaction permitted under Section 11.02(b) or any merger, consolidation, or other combination permitted under clause (ii) of this Section 11.02(a).
Appears in 2 contracts
Samples: First (Empire State Realty OP, L.P.), First (Empire State Realty Trust, Inc.)
Transfer of General Partner’s Partnership Interest. (a) The General Partner may not transfer any of its Partnership Interests except in connection with (i) a transaction permitted under Section 11.02(b), (ii) any merger (including a triangular merger), consolidation or other combination with or into another Person following the consummation of which the equity holders of the surviving entity are substantially identical to the members stockholders of the General Partner, (iii) a transfer to a Qualified REIT Subsidiary or (iv) as otherwise expressly permitted under this Agreement, nor shall the General Partner withdraw as General Partner except in connection with a transaction permitted under Section 11.02(b) or any merger, consolidation, or other combination permitted under clause (ii) of this Section 11.02(a).
Appears in 2 contracts
Samples: DLC Realty Trust, Inc., DLC Realty Trust, Inc.
Transfer of General Partner’s Partnership Interest. (a) The General Partner may not transfer any of its Partnership Interests except in connection with (i) a transaction permitted under Section 11.02(b), (ii) any merger (including a triangular merger), consolidation or other combination with or into another Person following the consummation of which the equity holders of the surviving entity are substantially identical to the members stockholders of the General Partner, (iii) a transfer to a Qualified REIT Subsidiary Subsidiary, (iv) the Consent of a Majority in Interest of the Outside Limited Partners or (ivv) as otherwise expressly permitted under this Agreement, nor shall the General Partner withdraw as General Partner except in connection with a transaction permitted under Section 11.02(b) or any merger, consolidation, or other combination permitted under clause (ii) of this Section 11.02(a).
Appears in 2 contracts
Samples: Hannon Armstrong Sustainable Infrastructure Capital, Inc., Hannon Armstrong Sustainable Infrastructure Capital, Inc.
Transfer of General Partner’s Partnership Interest. (a) The Except as provided in Section 11.02(c), the General Partner may not transfer any of Transfer its Partnership Interests General Partner Interest except in connection with (i) a transaction permitted under Section 11.02(b), (ii) any merger (including a triangular merger), consolidation or other combination with or into another Person following the consummation of which the equity holders of the surviving entity are substantially identical to the members stockholders of the General PartnerParent, (iii) a transfer to a Qualified REIT the Parent or to any Subsidiary of the General Partner or the Parent or (iv) as otherwise expressly permitted under this Agreement, nor shall the General Partner withdraw as General Partner except in connection with a transaction permitted under Section 11.02(b) or any merger, consolidation, or other combination permitted under clause (ii) of this Section 11.02(a). The General Partner may specify upon a Transfer pursuant to clause (iii) of this Section 11.02 that all or a portion of the Partnership Interest that is Transferred will thereupon be a Limited Partner Interest.
Appears in 1 contract
Samples: Ryman Hospitality Properties, Inc.
Transfer of General Partner’s Partnership Interest. (a) The General Partner may not transfer any of its Partnership Interests except in connection with (i) a transaction permitted under Section 11.02(b)) hereof, (ii) any merger (including a triangular merger), consolidation or other combination with or into another Person following the consummation of which the equity holders of the surviving entity are substantially identical to the members stockholders of the General Partner, (iii) a transfer to a Qualified REIT Subsidiary or (iv) as otherwise expressly permitted under this Agreement, nor shall the General Partner withdraw as General Partner except in connection with a transaction permitted under Section 11.02(b) hereof or any merger, consolidation, or other combination permitted under clause (ii) of this Section 11.02(a).
Appears in 1 contract
Samples: Schottenstein Realty Trust, Inc.
Transfer of General Partner’s Partnership Interest. (a) The General Partner may not transfer any of its Partnership Interests except in connection with (i) a transaction permitted under Section 11.02(b), (ii) any merger (including a triangular merger), consolidation or other combination with or into another Person following the consummation of which the equity holders of the surviving entity are substantially identical to the members or stockholders of the General Partner, (iii) a transfer to of all or any part of a Qualified REIT Partnership Interest among the General Partner and the Parent or any Subsidiary of the Parent, (iv) the Consent of a Majority in Interest of the Outside Limited Partners or (ivv) as otherwise expressly permitted under this Agreement, nor shall the General Partner withdraw as General Partner except in connection with a transaction permitted under Section 11.02(b) or any merger, consolidation, or other combination permitted under clause (ii) of this Section 11.02(a).
Appears in 1 contract
Samples: Agreement (Hannon Armstrong Sustainable Infrastructure Capital, Inc.)
Transfer of General Partner’s Partnership Interest. (a) The General Partner may not transfer Transfer any of its Partnership Interests except in connection with (i) a transaction permitted under Section 11.02(b11.2(b), (ii) any merger (including including, without limitation, a triangular merger), consolidation or other combination of the General Partner with or into another Person following the consummation of which the equity holders of the surviving entity are substantially identical to the members stockholders of the General PartnerPartner immediately prior to such transaction, (iii) a transfer to a Qualified REIT any Subsidiary of the General Partner or (iv) as otherwise expressly permitted under this Agreement, nor shall the General Partner withdraw as General Partner except in connection with a transaction permitted under Section 11.02(b11.2(b) or any merger, consolidation, or other combination permitted under clause (ii) of this Section 11.02(a11.2(a).
Appears in 1 contract
Samples: Rayonier, L.P.