Transfer of Partnership Interests definition

Transfer of Partnership Interests. No partner has the right to sell or ------------------------------------- otherwise transfer or encumber his Partnership interest or any part thereof except upon, the following terms and conditions and under the following circumstances. The interest of a partner, or any part thereof which he desires to sell or otherwise transfer, may be transferred:
Sample 1

Examples of Transfer of Partnership Interests in a sentence

  • Such opinions, representations, warranties and indemnities may include, without limitation, assurance that the Transfer of Partnership Interests is exempt from any registration or qualification provisions arising under applicable federal and state securities laws and would not require the registration or qualification of the Partnership Interest under any such laws.

  • The Partnership shall maintain books for the purpose of registering the Transfer of Partnership Interests.

  • The termination of a Partner that is a trust shall not give rise to Purchase Rights under Section 8.5, provided that such termination results in a Transfer of Partnership Interests only to one or more Authorized Transferees of the same Family Group as such Partner and to no other Person.

  • In any transaction constituting a Significant Event involving the Transfer of Partnership Interests, the proceeds of such Significant Event shall be shared among the Partners as such proceeds would be distributed pursuant to Section 5.12(b)(iv) and Section 12.4 as if the Significant Event was a sale of the Partnership’s assets.

  • Notwithstanding anything to the contrary contained in this Agreement, the Partners hereby consent to the Transfer of Partnership Interests pursuant to the terms of such Exchange Rights Agreement, without compliance with any of the other provisions of this Agreement.

  • Notwithstanding the foregoing, upon a Transfer of Partnership Interests to AMG in compliance with the provisions of Section 5.1(b) above, AMG shall be admitted to the Partnership as a Limited Partner with respect to the Partnership Interests so transferred, without the necessity for a Majority Vote.

  • Subject to the provisions of this Agreement relating to the Transfer of Partnership Interests, this Agreement shall be binding upon and inure to the benefit of the parties signatory hereto, and their respective distributees, successors and assigns.Section 11.5 Interpretation.

  • Any purported Transfer of Partnership Interests that is not in accordance with, or subsequently violates, this Agreement shall be, to the fullest extent permitted by law, null and void.

  • This Section 10.3 shall not be construed as limiting in any way the authority and discretion of the Managing Partner either to give or withhold its consent to any proposed Transfer of Partnership Interests, or to the admission of the transferee as a Partner even though the Managing Partner shall not have exercised the right and privilege to purchase such Partnership Interest.

  • This was not done.Finally, even though A, as executrix, followed the revenue ruling in including the stock in the gross estate, nonetheless, we do not believe that, as discussed above, the estate can gain a tax advantage by now disavowing the form of the transaction.For more about the TAM and arguing estate tax inclusion, see fn 5397 in part II.Q.8.e.iii.(b) Transfer of Partnership Interests: Effect on Partnership’s Assets (Section 754 Election or Required Adjustment for Built-in Loss).

Related to Transfer of Partnership Interests

  • Limited Partnership Interest means the ownership interest of a Limited Partner in the Partnership at any particular time, including the right of such Limited Partner to any and all benefits to which such Limited Partner may be entitled as provided in this Agreement and in the Act, together with the obligations of such Limited Partner to comply with all the provisions of this Agreement and of the Act.

  • Membership Interests has the meaning set forth in the recitals.

  • Partnership Interest means an interest in the Partnership, which shall include the General Partner Interest and Limited Partner Interests.

  • General Partnership Interest means a Partnership Interest held by the General Partner that is a general partnership interest.

  • Membership Interest means a Member’s entire interest in the Company including such Member’s right to receive allocations and distributions pursuant to this Agreement and the right to participate in the management of the business and affairs of the Company in accordance with this Agreement, including the right to vote on, consent to, or otherwise participate in any decision or action of or by the Members granted pursuant to this Agreement.

  • Partnership Interests shall have the meaning specified in Section 6.3 [Subsidiaries].

  • Partnership Units or “Units” has the meaning provided in the Partnership Agreement.

  • Pledged Partnership Interests means all interests in any general partnership, limited partnership, limited liability partnership or other partnership including, without limitation, all partnership interests listed on Schedule 4.4(A) under the heading “Pledged Partnership Interests” (as such schedule may be amended or supplemented from time to time) and the certificates, if any, representing such partnership interests and any interest of such Grantor on the books and records of such partnership or on the books and records of any securities intermediary pertaining to such interest and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such partnership interests.

  • Ownership Interests means, with respect to any entity, any ownership interests in the entity and any economic rights (such as a right to distributions, net cash flow or net income) to which the owner of such ownership interests is entitled.

  • Membership Units has the meaning set forth in the Recitals.

  • Beneficial Ownership Interest means the right to receive payments and notices with respect to the Bonds held in a Book Entry System.

  • Residual Ownership Interest Any record or beneficial interest in the Class R Certificates.

  • Membership Rights means all of the rights of a Member in the Company, including a Member’s: (a) Interest; (b) right to inspect the Company’s books and records; (c) right to participate in the management of and vote on matters coming before the Company; and (d) unless this Operating Agreement or the Certificate of Formation provide to the contrary, right to act as an agent of the Company.

  • Deemed Partnership Interest Value means, as of any date with respect to any class of Partnership Interests, the Deemed Value of the Partnership Interests of such class multiplied by the applicable Partner's Percentage Interest of such class.

  • Company Interests has the meaning set forth in the Recitals.

  • Indirect Ownership Interest means an ownership interest in an entity that has an ownership interest in another entity. Indirect ownership interest includes an ownership interest in an entity that has an indirect ownership interest in another entity.

  • Subsidiary Interests means, collectively, the issued and outstanding shares of stock of the Subsidiary Debtors as of the Petition Date and any options, warrants or other contractual rights to acquire any shares of stock of the Subsidiary Debtors as of the Petition Date.

  • Limited Partner Interest means a Partnership Interest of a Limited Partner in the Partnership representing a fractional part of the Partnership Interests of all Limited Partners and includes any and all benefits to which the holder of such a Partnership Interest may be entitled as provided in this Agreement, together with all obligations of such Person to comply with the terms and provisions of this Agreement. A Limited Partner Interest may be expressed as a number of Partnership Common Units, Partnership Preferred Units or other Partnership Units.

  • Class B LP Units means, collectively, the Class B limited partnership units of the Partnership, and “Class B LP Unit” means any one of them.

  • Applicable Ownership Interest means, with respect to the Treasury portfolio,

  • Continuing ownership interest means ownership of or entitlement to more than twenty five per cent of shares or capital or profits of the company;

  • Partnership Unit Designation shall have the meaning set forth in Section 4.2.A hereof.

  • LLC Interests shall have the meaning given to such term in Section 5.1.3.

  • General Partner Interest means the ownership interest of the General Partner in the Partnership (in its capacity as a general partner without reference to any Limited Partner Interest held by it) which may be evidenced by Partnership Securities or a combination thereof or interest therein, and includes any and all benefits to which the General Partner is entitled as provided in this Agreement, together with all obligations of the General Partner to comply with the terms and provisions of this Agreement.

  • Partnership Assets means all assets, whether tangible or intangible and whether real, personal or mixed (including, without limitation, all partnership capital and interest in other partnerships), at any time owned or represented by any Partnership Interest.

  • Contributed Interests has the meaning set forth in the recitals.