Transfers Withdrawals and Default. 9.1 Transfer, Withdrawal or Removal of the General Partner. (a) Other than in connection with a Pledge, the General Partner shall not have the right to sell, assign, pledge or otherwise transfer its interests as the general partner of the Partnership other than to an Affiliate of the General Partner and the Management Company and the General Partner shall not have the right to withdraw from the Partnership or to voluntarily dissolve during the term of the Partnership (unless it is no longer acting as a general partner of the Partnership); provided, for the avoidance of doubt, that the General Partner may be reconstituted from the limited 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 such reconstituted entity is an Affiliate of the General Partner and the Management Company. In the event of any such sale, assignment, pledge or transfer by the General Partner of its interests as the general partner of the Partnership, or the withdrawal of the General Partner from the Partnership or any such dissolution of the General Partner in violation of the foregoing, the General Partner shall be liable to the Partnership for breach of this provision. If the General Partner transfers its entire interest as the general partner of the Partnership in accordance with this Agreement, the transferee shall automatically be admitted to the Partnership as the replacement general partner immediately prior to such transfer without any further action, approval or vote of any other Person, including any other Partner, upon execution of a counterpart signature page to this Agreement, and such transferee shall continue the business of the Partnership without dissolution. At all times (i) at least 50% of the voting power with respect to interests in the General Partner will be controlled directly or indirectly by one or more of the Principal Partners (including their respective family members, family investment vehicles and estate or tax planning vehicles), and (ii) the Principal Partners and the investment professionals primarily engaged in the activities of the Fund VIII Entities, and senior executives of Affiliates of the General Partner engaged in the affairs of the Fund VIII Entities (and their respective family members, family investment vehicles and estate or tax planning vehicles) shall as a group own, directly and indirectly, at least 50% of the economic inter...
Transfers Withdrawals and Default. 8.1 Transfer, Withdrawal and Removal of the General Partner.
Transfers Withdrawals and Default
