Transfer of GP Units Sample Clauses

Transfer of GP Units. The General Partner may not transfer any GP Units unless (a) all of its GP Units are being transferred and the transferee or transferees assume all of the rights and obligations of the General Partner hereunder, (b) the transfer is to an Affiliate or Affiliates of the General Partner or is in connection with the General Partner’s merger or consolidation with, or a transfer of all or substantially all of the General Partner’s assets to, another Person, or the transfer is approved by a Majority Interest, and (c) the Partnership receives an Opinion of Counsel that such transfer would not result in the loss of limited liability of any Limited Partner or cause the Partnership or any of the Operating Partnerships to be treated as an association taxable as a corporation for federal income tax purposes.
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Transfer of GP Units. (a) A General Partner may Transfer any or all of its GP Units to an Affiliate of such General Partner which has been admitted as a successor or additional General Partner pursuant to Section 12.1(a).
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Transfer of GP Units. 26 11.2 Successor General Partner................................................................ 26 iv ARTICLE XII Admission of Initial, Substituted and Additional Limited Partners and Successor General Partner
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Transfer of GP Units. Notwithstanding the foregoing, the General Partner may transfer its Partnership Interests at its sole discretion provided that the transferee assumes the rights and duties of the General Partner and agrees to be bound by the provisions of this Agreement.
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Transfer of GP Units. The Advising General Partner may not transfer any GP Units without the consent of the Managing General Partner. The Managing General Partner may not transfer any GP Units unless (a) all of its GP Units are being transferred and the transferee assumes all of the rights and obligations of the Managing General Partner under this Agreement, including the rights and obligations of a Managing General Partner, (b) the transfer (i) is to an Affiliate of the Managing General Partner (including without limitation the Advising General Partner), or (ii) is in connection with the Managing General Partner's merger or consolidation with, or a transfer of all or substantially all of the Managing General Partner's assets to, another Person, and such merger or consolidation or transfer of all or substantially all of the Managing General Partner's assets is approved by a Majority of Minority Interest (treating the proposed purchaser as an Affiliate of the Managing General Partner for this purpose) and (c) the Partnership receives an Opinion of Counsel that such transfer would not result in the loss of limited liability of any Limited Partner or cause the Partnership or any Operating Partnership to be treated as an association taxable as a corporation for federal income tax purposes, provided, however, that neither the exchange by the Managing General Partner of GP Units for LP Units pursuant to Section 4.2 nor the exchange by the Advising General Partner pursuant to Section 2.2 of the Intercompany Agreement shall constitute a transfer of GP Units for purposes of this Section.
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Transfer of GP Units. 28 11.1 Transfer of GP Units.......................................................................... 28 11.2 Successor General Partner..................................................................... 29 ARTICLE XII Admission of Initial, Substituted and Additional Limited Partners and Successor General Partner........................................................................... 29 12.1 Admission of Initial Limited Partners......................................................... 29 12.2 Admission of Substituted Limited Partners..................................................... 29 12.3 Admission of Successor General Partner........................................................ 29 12.4 Admission of Additional Limited Partners..................................................... 30 12.5 Amendment of Agreement and Certificate of Limited Partnership................................. 30 ARTICLE XIII Withdrawal or Removal of the General Partner.............................................. 30 13.1 Withdrawal or Removal of the General Partner.................................................. 30 13.2 Sale of Former General Partner's Interest..................................................... 31
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Transfer of GP Units. The General Partner may not transfer any GP Units unless (a) all of its GP Units are being transferred and the transferee assumes all of the rights and obligations of the General Partner under this Second Amended and Restated Agreement, (b) the transfer (i) is to an Affiliate of the General Partner or (ii) is in connection with the General Partner's merger or consolidation with, or a transfer of all or substantially all of the General Partner's assets to, another Person, and such merger or consolidation or transfer of all or substantially all of the General Partner's assets is approved by holders of a majority of Units other than Units held by the General Partner, the proposed purchaser or any of their Affiliates and (c) the Partnership receives an Opinion of Counsel that such transfer would not result in the loss of limited liability of any Limited Partner or cause the Partnership or any Operating Partnership to be treated as an association taxable as a corporation for federal income tax purposes, provided, however, that the exchange by the General Partner of GP Units for LP Units or of LP Units for GP Units pursuant to Section 4.2 shall not constitute a transfer of GP Units for purposes of this Section.
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Transfer of GP Units. A Partner may not make a Transfer of all or any portion of its GP Units unless the Transfer satisfies the following conditions:
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Related to Transfer of GP Units

  • Transfer of Units 10.3.1 Units may be transferred only in the manner described in Article 9.2. The transfer of any Units and the admission of any new Partner shall not constitute an amendment to this Agreement.

  • Transfer of Membership Interests (a) The Member may transfer its Membership Interest, in whole but not in part, but the transferee shall not be admitted as a Member except in accordance with Section 6.07. Until the transferee is admitted as a Member, the Member shall continue to be the sole member of the Company (subject to Section 1.02) and to be entitled to exercise any rights or powers of a Member of the Company with respect to the Membership Interest transferred.

  • Transfer of Partnership Interests The foregoing power of attorney shall survive the delivery of an instrument of transfer by any Partner of the whole or any portion of or interest in its Partnership Interest, except that (i) where a Partner becomes a Former Partner, or (ii) where a Transferee of such Partnership Interest has been approved as a successor Partner and the Transferor shall thereupon cease being a Partner (all in accordance with this Agreement), then the power of attorney of the Former Partner or the Transferor Partner, as the case may be, shall survive the cessation of Partner status or the delivery of such instrument of transfer, as the case may be, for the sole purpose of enabling the attorneys-in-fact for such Former Partner or the Transferor Partner (or any of them) to execute, swear to, acknowledge and file any and all instruments necessary to effectuate or reflect such cessation, transfer and succession.

  • Transfer of Membership Interest The Sole Member may Transfer any part or all of its rights and interest (including, but not limited to, its Capital Account) in the Company (each a “Membership Interest”) now owned or hereafter acquired to any Person, and the transferee of such Membership Interest shall become a Member of the Company.

  • Registration and Transfer of Limited Partner Interests (a) The General Partner shall keep or cause to be kept on behalf of the Partnership a register in which, subject to such reasonable regulations as it may prescribe and subject to the provisions of Section 4.5(b), the Partnership will provide for the registration and transfer of Limited Partner Interests.

  • Transfers of Partnership Interests Except as the Partners may otherwise agree from time to time, a Partner may not Transfer all or any part of its Partnership Interest without the Consent of each other Partner, which Consent may be withheld in the sole discretion of each such other Partner.

  • Restrictions on Transfer of Limited Partnership Interests (a) Subject to the provisions of 9.2(b), (c) and (d), no Limited Partner may offer, sell, assign, hypothecate, pledge or otherwise transfer all or any portion of its Limited Partnership Interest, or any of such Limited Partner’s economic rights as a Limited Partner, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a “Transfer”) without the consent of the General Partner, which consent may be granted or withheld in its sole and absolute discretion. Any such purported transfer undertaken without such consent shall be considered to be null and void ab initio and shall not be given effect. The General Partner may require, as a condition of any Transfer to which it consents, that the transferor assume all costs incurred by the Partnership in connection therewith.

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

  • Transfer of Interests The Member may sell, assign, pledge, encumber, dispose of or otherwise transfer all or any part of the economic or other rights that comprise its Interest. The transferee shall have the right to be substituted for the Member under this Agreement for the transferor if so determined by the Member. No Member may withdraw or resign as Member except as a result of a transfer pursuant to this Section 7 in which the transferee is substituted for the Member. None of the events described in Section 18-304 of the Act shall cause the Member to cease to be a Member of the Company.

  • Transfers of Membership Interests 8.1. A Member may withdraw from the Company at any time by giving Notice of withdrawal to the Manager at least 180 calendar days before the effective date of withdrawal. Withdrawal will not release a Member from any obligations and liabilities under this Agreement accrued or incurred before the effective date of withdrawal. A withdrawing Member will divest the Member’s entire Membership Interest before the effective date of withdrawal in accordance with and subject to the provisions of this Article VIII.

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