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).
Transfer of the General Partner’s Partnership Interest. The General Partner may not transfer any of its General Partnership Interest or withdraw as General Partner except (i) for transfers to a wholly-owned subsidiary of the General Partner, or to a partnership or limited liability company controlled by the General Partner, or (ii) in connection with a merger, consolidation or other combination with or into another Person or a sale of all or substantially all of its assets. In any such circumstance, such transferee shall be admitted as a substitute General Partner hereunder.
Transfer of the General Partner’s Partnership Interest. If the general partner of the MLP transfers its partnership interest as the general partner therein to any Person in accordance with the provisions of the MLP Agreement, the General Partner shall contemporaneously therewith transfer its Partnership Interest as the general partner of the Partnership to such Person, and the Limited Partner hereby expressly consents to such transfer. A Limited Partner may not transfer all or any part of its Partnership Interest or withdraw from the Partnership except for (i) a transfer described in the immediately preceding sentence, (ii) the transfer by Ferrellgas of its Partnership Interest as a Limited Partner in the Partnership to the MLP as provided in the Contribution Agreement and contemplated by Sections 4.2 and 11.2, (iii) the forced sale or other transfer of a Limited Partner's Partnership Interest pursuant to the foreclosure of, or other realization upon, any lien resulting from the pledge, encumbrance or hypothecation of such Partnership Interest, or (iv) any transfer of a Limited Partner's Partnership Interest by a Person acquiring such Partnership Interest as a result of a sale or other transfer described in the immediately preceding clause (iii), or any transfer by a transferee of any such Person.
Transfer of the General Partner’s Partnership Interest. If the general partner of the MLP transfers its partnership interest as a general partner therein to any Person in accordance with the provisions of the MLP Agreement, the General Partner shall contemporaneously therewith transfer its Partnership Interest as the general partner of the Partnership to such Person, and the Limited Partner hereby expressly consents to such transfer. Except as set forth in the immediately preceding sentence, the General Partner may not transfer all or any part of its Partnership Interest as a General Partner in the Partnership.
Transfer of the General Partner’s Partnership Interest. If the General Partner transfers its partnership interest as the general partner of the MLP to any Person in accordance with the provisions of the MLP Agreement, upon the request of the Board of Supervisors, the General Partner shall contemporaneously therewith, transfer all, but not less than all, of its Partnership Interest as the general partner of the Partnership to such Person for consideration of $10, and the Limited Partner hereby expressly consents to such transfer. Except (i) in connection with any pledge of (or any related foreclosure on) the General Partner’s Partnership Interest as the general partner of the Partnership solely for the purpose of securing, directly or indirectly, indebtedness of the Partnership or the MLP or (ii) as set forth in the immediately preceding sentence, the General Partner may not transfer all or any part of its Partnership Interest as the general partner of the Partnership. Any transferee of the Partnership Interests of the General Partner pursuant to this Section 4.2 shall be deemed to be a successor to the General Partner for purposes of this Agreement.
Transfer of the General Partner’s Partnership Interest. The General Partner may Transfer all or any portion of its interest in the Partnership to any wholly owned subsidiary of the General Partner that is (i) a state law corporation or eligible to make, and has validly made, an election pursuant to Treasury Regulations Section 301.7701-3 to be treated as an association taxable as a corporation for U.S. federal income tax purposes or (ii) treated as disregarded for U.S. federal income tax purposes, and, in each case, following a Transfer of all of its interest in the Partnership, may withdraw as General Partner.
Transfer of the General Partner’s Partnership Interest. (a) Without the Consent of the Limited Partners, 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 7.01(c), Section 7.01(d) or Section 7.01(e) or as otherwise expressly permitted by this Agreement. Any transaction contemplated by Sections 7.01(c), 7.01(d), 7.01(e) or as otherwise expressly contemplated by this Agreement may be consummated without the Consent of the Limited Partners or any other consent of the Partners.
Transfer of the General Partner’s Partnership Interest. (a) If the general partner of the Investor Partnership transfers 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 contemporaneously therewith transfer its Partnership Interest as the general partner of the Partnership to such Person, and each Limited Partner hereby expressly consents to such transfer. Except as set forth in the immediately preceding sentence and in Section 4.1 and Section 4.3, the General Partner may not transfer all or any part of its Partnership Interest.
Transfer of the General Partner’s Partnership Interest. 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 7.01(c), (d) or (e). The General Partner agree that the Percentage Interest for it and the Company will at all times be in the aggregate, at least 1%. Except as otherwise provided in Section 6.04(b) or Section 7.01(d) or (e) hereof, the Company shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, (other than in connection with a change in the Company's state of incorporation or organizational form) in each case which results in a change of control of the Company (a "Transaction"), unless: the consent of Limited Partners (other than the General Partner or any Subsidiary) holding more than 50% of the Percentage Interests of the Limited Partners (other than those held by the General Partner or any Subsidiary) is obtained; as a result of such Transaction all Limited Partners will receive for each Partnership Unit an amount of cash, securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share in consideration of one REIT Share, PROVIDED THAT if, in connection with the Transaction, a purchase, tender or exchange offer ("Offer") shall have been made to and accepted by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities, or other property which a Limited Partner would have received had it (A) exercised its Exchange Right and (B) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Exchange Right immediately prior to the expiration of the Offer; or the Company is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or any Subsidiary) receive an amount of cash, securities, or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities, or other property (expressed as an amount per REIT Share) received in th...
Transfer of the General Partner’s Partnership Interest. If the general partner of the MLP transfers its partnership interest as the general partner therein to any Person in accordance with the provisions of the MLP Agreement, the General Partner shall contemporaneously therewith transfer its Partnership Interest as the general partner of the Partnership to such Person, and the Limited Partner hereby expressly consents to such transfer. Except as set forth in the immediately preceding sentence, or in connection with any pledge of (or any related foreclosure on) the General Partner’s general partner interest in the Partnership solely for the purpose of securing, directly or indirectly, indebtedness of the Partnership or the MLP or the General Partner’s guarantee obligations under that certain Guarantee Agreement dated March 25, 1999 between the General Partner and Marine Midland Bank, as such agreement may be amended, supplemented, refinanced or modified from time to time, the General Partner may not transfer all or any part of its Partnership Interest as the general partner in the Partnership.
