Transfer of Interests of the General Partner Sample Clauses

Transfer of Interests of the General Partner. 12.2.1 The General Partner may not transfer any portion of its Partnership Interest as the General Partner unless (i) (A) in the event such transfer is to be effective at any time prior to January 1, 2000, such transfer is approved by the affirmative vote of a Majority Interest (other than LP Units owned by the General Partner and its Affiliates) and by the affirmative vote of Record Holders of a majority of the Senior Preference Units (other than during the Preference Period Senior Preference Units owned by the General Partner and its Affiliates) and (B) the transferee agrees to assume and be bound by the provisions of this Agreement and the Operating Partnership Agreement and (ii) the Partnership receives an Opinion of Counsel that such transfer and admission (A) may be taken without the approval of all Partners, (B) would not cause the loss of limited liability of the Limited Partners under this Agreement or the Operating Partnership Agreement and (C) would not cause the Partnership to be taxable as a corporation or treated as an association taxable as a corporation for federal income tax purposes. Notwithstanding the provisions of Section 14.6.1, but subject to the foregoing, upon any transfer by the General Partner of all or any portion of its Partnership Interest pursuant to this Section 12.2.1, the General Partner may receive and retain such purchase price as it may negotiate with the transferee.
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Transfer of Interests of the General Partner. (a) The General Partner may not transfer all or any part of its Partnership Interest as the General Partner unless (i) a Majority Interest consents to such transfer, (ii) the transferee agrees to assume and be bound by the applicable terms and provisions of this Agreement and agrees to be admitted as a general partner of the Partnership and (iii) the Partnership receives an Opinion of Counsel that such transfer would not cause the Partnership or the Operating Partnership to be treated as an association taxable as a corporation for federal income tax purposes; provided, however, that any transfer by the General Partner of all of its Partnership Interest as general partner shall constitute a withdrawal for purposes of and shall be effected by the General Partner if not prohibited by Section 13.1(a).
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Transfer of Interests of the General Partner. 11.2.1 If the General Partner is replaced, naturally withdraws from the Partnership or is converted into a Limited Partner and as a result thereof, needs to transfer its Partnership Interests and relevant Party is willing to undertake all the responsibilities and obligations of such General Partner, the General Partner may transfer all of its Partnership Interests to such relevant Party with the unanimous consent of all the Partners.
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Transfer of Interests of the General Partner. (a) Other than as provided in subsections (b) and (c) below, a General Partner may not transfer all or any part of its Partnership Interest as a General Partner or otherwise voluntarily withdraw from the Partnership or cease to act as a General Partner unless (i) the Partnership receives a Limited Liability Determination with respect to such transfer, and (ii) a Super-Majority Vote of the Limited Partners is obtained consenting to such transfer.
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Transfer of Interests of the General Partner. The General Partner shall not sell, transfer, assign, convey, pledge, mortgage, encumber, hypothecate or otherwise dispose of all or any part of its interest in the Partnership (such disposition, a "GP Transfer"), except (i) a GP Transfer to a Person that controls, is controlled by or under common control with, the General Partner (such transferee, a "GP Substitute"), or (ii) the GP Transfer is approved by the Board of Directors, including a majority of the Independent Directors. In the event of a GP Transfer, all references herein to the transferring general partner shall be deemed to apply to the GP Substitute, and such GP Substitute shall succeed to all rights and obligations of the transferring general partner hereunder. A Person shall be deemed admitted to the Partnership as a GP Substitute at the time that the foregoing conditions are satisfied and such Person agrees to all the terms of this Agreement applicable to the transferring general partner.
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Transfer of Interests of the General Partner. The General Partner may not transfer any portion of its Partnership Interest as the general partner of the Partnership; provided, however, that if the general partner of the Investor Partnership transfers any portion of its partnership interest as a general partner therein to any Person in accordance with the provisions of the Investor Partnership Agreement, the General Partner shall also transfer the same portion of its Partnership Interest as the general partner of the Partnership to such Person. The Limited Partners hereby approve of any such transfer.
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Transfer of Interests of the General Partner. (A) Until 10 years after the Closing Date, the General Partner may not transfer all or any part of its General Partner Partnership Interest unless (i) a Majority Interest consents to such transfer and (ii) the Partnership receives an opinion of counsel that such transfer would not result in the loss of limited liability of any Unitholder or cause the Partnership to be treated as an association taxable as a corporation for Federal income tax purposes. The General Partner shall have the absolute and unrestricted right, power, and authority to transfer any or all of its Partnership Interest after the date 10 years from the Closing Date.
Sample 1
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Related to Transfer of Interests of the General Partner

  • Transfer of the General Partner’s General Partner Interest (a) Subject to Section 4.6(c) below, prior to June 30, 2015, the General Partner shall not transfer all or any part of its General Partner Interest (represented by General Partner Units) to a Person unless such transfer (i) has been approved by the prior written consent or vote of the holders of at least a majority of the Outstanding Common Units (excluding Common Units held by the General Partner and its Affiliates) or (ii) is of all, but not less than all, of its General Partner Interest to (A) an Affiliate of the General Partner (other than an individual) or (B) another Person (other than an individual) in connection with the merger or consolidation of the General Partner with or into such other Person or the transfer by the General Partner of all or substantially all of its assets to such other Person.

  • Transfer of the General Partner’s Partnership Interest (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in, or in connection with a transaction contemplated by, Section 7.1(c), (d) or (e).

  • Ownership of the General Partner Teekay Holdings directly owns a 100% membership interest in the General Partner; such membership interest has been duly authorized and validly issued in accordance with the limited liability company agreement of the General Partner, as amended on or prior to the date hereof (the “General Partner LLC Agreement”), and is fully paid (to the extent required under the General Partner LLC Agreement) and nonassessable (except as such nonassessability may be affected by Section 51 of the Xxxxxxxx Islands Limited Liability Company Act); and Teekay Holdings owns such membership interest free and clear of all Liens.

  • Outside Activities of the General Partner (a) Without the Consent of the Limited Partners, the General Partner shall not directly or indirectly enter into or conduct any business other than in connection with the ownership, acquisition, and disposition of Partnership Interests and the management of its business and the business of the Partnership, and such activities as are incidental thereto.

  • Powers of the General Partner Subject to the limitations set forth in this Agreement, the General Partner will possess and may exercise all of the powers and privileges granted to it by the Act including, without limitation, the ownership and operation of the assets contributed to the Partnership by the Partners, by any other Law or this Agreement, together with all powers incidental thereto, so far as such powers are necessary or convenient to the conduct, promotion or attainment of the purpose of the Partnership set forth in Section 2.06.

  • Ownership of the General Partner Interest in the Partnership The General Partner is the sole general partner of the Partnership with a 2% general partner interest in the Partnership; such general partner interest has been duly authorized and validly issued in accordance with the Partnership Agreement; and, to counsel’s knowledge, the General Partner owns its general partner interest free and clear of all Liens (except for restrictions on transferability contained in the Partnership Agreement, as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or under applicable securities laws).

  • Removal of the General Partner The General Partner may be removed if such removal is approved by the Unitholders holding at least 66 2/3% of the Outstanding Units (including Units held by the General Partner and its Affiliates) voting as a single class. Any such action by such holders for removal of the General Partner must also provide for the election of a successor General Partner by the Unitholders holding a majority of the outstanding Common Units voting as a class and Unitholders holding a majority of the outstanding Subordinated Units (if any Subordinated Units are then Outstanding) voting as a class (including, in each case, Units held by the General Partner and its Affiliates). Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Section 10.2. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section 10.2, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. The right of the holders of Outstanding Units to remove the General Partner shall not exist or be exercised unless the Partnership has received an opinion opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section 10.2.

  • Liability of the General Partner A. Notwithstanding anything to the contrary set forth in this Agreement, none of the General Partner nor any of its officers, directors, agents or employees shall be liable or accountable in damages or otherwise to the Partnership, any Partners or any Assignees, or their successors or assigns, for losses sustained, liabilities incurred or benefits not derived as a result of errors in judgment or mistakes of fact or law or any act or omission if the General Partner acted in good faith.

  • Reimbursement of the General Partner (a) Except as provided in this Section 7.4 and elsewhere in this Agreement, the General Partner shall not be compensated for its services as a general partner or managing member of any Group Member.

  • Authority of the General Partner The General Partner shall have the sole and exclusive right to manage the affairs of the Partnership and shall have all of the rights and powers that may be possessed by general partners under the Act. If two or more Persons are serving as General Partners, decisions regarding the management of the Partnership and its business and affairs shall be made by the consent of a majority in number of the General Partners then serving. The rights and powers that the General Partner may exercise include, but are not limited to, the following:

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