Common use of Admission of Additional Limited Partners Clause in Contracts

Admission of Additional Limited Partners. (a) By acceptance of the transfer of any Limited Partner Interests in accordance with Article IV or the acceptance of any Limited Partner Interests issued pursuant to Article V or pursuant to a merger or consolidation pursuant to Article XIV, each transferee of, or other such Person acquiring, a Limited Partner Interest (including any nominee holder or an agent or representative acquiring such Limited Partner Interests for the account of another Person) (i) shall be admitted to the Partnership as a Limited Partner with respect to the Limited Partner Interests so transferred or issued to such Person when any such transfer, issuance or admission is reflected in the books and records of the Partnership and such Limited Partner becomes the Record Holder of the Limited Partner Interests so transferred, (ii) shall become bound by the terms of this Agreement, (iii) represents that the transferee has the capacity, power and authority to enter into this Agreement, (iv) grants the powers of attorney set forth in this Agreement and (v) makes the consents and waivers contained in this Agreement, all with or without execution of this Agreement by such Person. The transfer of any Limited Partner Interests and the admission of any new Limited Partner shall not constitute an amendment to this Agreement. A Person may become a Limited Partner or Record Holder of a Limited Partner Interest without the consent or approval of any of the Partners. A Person may not become a Limited Partner until such Person acquires a Limited Partner Interest and such Person is reflected in the books and records of the Partnership as the Record Holder of such Limited Partner Interest.

Appears in 25 contracts

Samples: Fourth (Teekay LNG Partners L.P.), Agreement (Navios Maritime Containers L.P.), Agreement (Navios Maritime Containers Inc.)

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Admission of Additional Limited Partners. (a) By From and after the Closing Date, by acceptance of the transfer of any Limited Partner Interests in accordance with Article IV or the acceptance of any Limited Partner Interests issued pursuant to Article V or pursuant to a merger merger, consolidation or consolidation conversion pursuant to Article XIV, each transferee of, or other such Person acquiring, a Limited Partner Interest (including any nominee holder or an agent or representative acquiring such Limited Partner Interests for the account of another Person) (i) shall be admitted to the Partnership as a Limited Partner with respect to the Limited Partner Interests so transferred or issued to such Person when any such transfer, issuance or admission is reflected in the books and records of the Partnership and such Limited Partner becomes the Record Holder of the Limited Partner Interests so transferred, (ii) shall become bound bound, and shall be deemed to have agreed to be bound, by the terms of this Agreement, (iii) represents that the transferee or other recipient has the capacity, power and authority to enter into this Agreement, Agreement and (iv) grants the powers of attorney set forth in this Agreement and (v) makes the consents consents, acknowledgements and waivers contained in this Agreement, all with or without execution of this Agreement by such Person. The transfer of any Limited Partner Interests and the admission of any new Limited Partner shall not constitute an amendment to this Agreement. A Person may become a Limited Partner or Record Holder of a Limited Partner Interest without the consent or approval of any of the Partners. A Person may not become a Limited Partner until such Person acquires a Limited Partner Interest and until such Person is reflected in the books and records of the Partnership as the Record Holder of such Limited Partner Interest.

Appears in 20 contracts

Samples: q4live.s22.clientfiles.s3-website-us-east-1.amazonaws.com, GasLog Partners LP, GasLog Partners LP

Admission of Additional Limited Partners. (a) By acceptance of the transfer of any Limited Partner Interests in accordance with Article IV this Section 10.2 or the acceptance issuance of any Limited Partner Interests issued pursuant to Article V in accordance with Section 5.1 in connection with the Merger or pursuant to the Exchange or in accordance with any other provision hereof (including in a merger merger, consolidation or consolidation other business combination pursuant to Article XIV), each transferee of, or other such Person acquiring, recipient of a Limited Partner Interest (including any nominee holder or an agent or representative acquiring such Limited Partner Interests for the account of another Person) (i) shall be admitted to the Partnership as a Limited Partner with respect to the Limited Partner Interests so transferred or issued to such Person when any such transfer, transfer or issuance or admission is reflected in the books and records of the Partnership, with or without execution of this Agreement (which the Partnership and shall cause to occur not later than five days following submission of such Limited Partner becomes transfer to the Record Holder of the Limited Partner Interests so transferredTransfer Agent), (ii) shall become bound by the terms of of, and shall be deemed to have agreed to be bound by, this Agreement, (iii) shall become the Record Holder of the Limited Partner Interests so transferred or issued, (iv) represents that the transferee or other recipient has the capacity, power and authority to enter into this Agreement, (ivv) grants the powers of attorney set forth in this Agreement and (vvi) makes the consents consents, acknowledgments and waivers contained in this Agreement, all with or without execution of this Agreement by such Person. The transfer of any Limited Partner Interests and and/or the admission of any new Limited Partner shall not constitute an amendment to this Agreement. A Person may become a Limited Partner or Record Holder of a Limited Partner Interest without the consent or approval of any of the Partners. A Person may not become a Limited Partner until such Person acquires without acquiring a Limited Partner Interest and such Person is reflected in the books and records of the Partnership as the Record Holder of such Limited Partner Interest.

Appears in 13 contracts

Samples: Agreement, Steel Partners Holdings L.P., Steel Partners Holdings L.P.

Admission of Additional Limited Partners. (a) By acceptance of the transfer of any Limited Partner Interests in accordance with Article IV or the acceptance of any Limited Partner Interests issued pursuant to Article V or pursuant to a merger merger, consolidation or consolidation conversion pursuant to Article XIV, each transferee of, or other such Person acquiring, a Limited Partner Interest (including any nominee holder or an agent or representative acquiring such Limited Partner Interests for the account of another Person) (i) shall be admitted to the Partnership as a Limited Partner with respect to the Limited Partner Interests so transferred or issued to such Person when any such transfer, issuance or admission is reflected in the books and records of the Partnership and such Limited Partner becomes the Record Holder of the Limited Partner Interests so transferred, (ii) shall become bound bound, and shall be deemed to have agreed to be bound, by the terms of this Agreement, (iii) represents that the transferee or other recipient has the capacity, power and authority to enter into this Agreement, Agreement and (iv) grants the powers of attorney set forth in this Agreement and (v) makes the consents consents, acknowledgements and waivers contained in this Agreement, all with or without execution of this Agreement by such Person. The transfer of any Limited Partner Interests and the admission of any new Limited Partner shall not constitute an amendment to this Agreement. A Person may become a Limited Partner or Record Holder of a Limited Partner Interest without the consent or approval of any of the Partners. A Person may not become a Limited Partner until such Person acquires a Limited Partner Interest and until such Person is reflected in the books and records of the Partnership as the Record Holder of such Limited Partner Interest.

Appears in 12 contracts

Samples: GasLog Partners LP, Series a Preferred Unit Purchase Agreement (KNOT Offshore Partners LP), Registration Rights Agreement (KNOT Offshore Partners LP)

Admission of Additional Limited Partners. (a) By acceptance of the transfer of any Limited Partner Interests in accordance with Article IV this Section 10.2 or the acceptance issuance of any Limited Partner Interests issued pursuant to Article V in accordance herewith (including in a merger, consolidation or pursuant to a merger or consolidation other business combination pursuant to Article XIV), and except as provided in Section 4.8, each transferee of, or other such Person acquiring, recipient of a Limited Partner Interest (including any nominee holder or an agent or representative acquiring such Limited Partner Interests for the account of another Person) (i) shall be admitted to the Partnership as a Limited Partner with respect to the Limited Partner Interests so transferred or issued to such Person when any such transfer, transfer or issuance or admission is reflected in the books and records of the Partnership and such Limited Partner becomes the Record Holder Partnership, with or without execution of the Limited Partner Interests so transferredthis Agreement, (ii) shall become bound by the terms of of, and shall be deemed to have agreed to be bound by, this Agreement, (iii) shall become the Record Holder of the Limited Partner Interests so transferred or issued, (iv) represents that the transferee or other recipient has the capacity, power and authority to enter into this Agreement, (ivv) grants the powers of attorney set forth in this Agreement and (vvi) makes the consents consents, acknowledgments and waivers contained in this Agreement, all with or without execution of this Agreement by such Person. The transfer of any Limited Partner Interests and and/or the admission of any new Limited Partner shall not constitute an amendment to this Agreement. A Person may become a Limited Partner or Record Holder of a Limited Partner Interest without the consent or approval of any of the Partners. A Person may not become a Limited Partner until such Person acquires without acquiring a Limited Partner Interest Interest. The rights and such obligations of a Person who is reflected a Non-citizen Assignee shall be determined in the books and records of the Partnership as the Record Holder of such Limited Partner Interestaccordance with Section 4.8.

Appears in 5 contracts

Samples: www.sec.gov, Carlyle Group L.P., Agreement (Soleil Capital L.P.)

Admission of Additional Limited Partners. (a) By acceptance of the transfer of any Limited Partner Interests in accordance with Article IV this Section 10.2 or the acceptance issuance of any Limited Partner Interests issued pursuant to Article V in accordance herewith (including in a merger, consolidation or pursuant to a merger or consolidation other business combination pursuant to Article XIV), and except as provided in Section 4.8, each transferee of, or other such Person acquiring, recipient of a Limited Partner Interest (including any nominee holder or an agent or representative acquiring such Limited Partner Interests for the account of another Person) (i) shall be admitted to the Partnership as a Limited Partner with respect to the Limited Partner Interests so transferred or issued to such Person when any such transfer, transfer or issuance or admission is reflected in the books and records of the Partnership and such Limited Partner becomes the Record Holder Partnership, with or without execution of the Limited Partner Interests so transferredthis Agreement, (ii) shall become bound by the terms of of, and shall be deemed to have agreed to be bound by, this Agreement, (iii) shall become the Record Holder of the Limited Partner Interests so transferred or issued, (iv) represents that the transferee or other recipient has the capacity, power and authority to enter into this Agreement, (ivv) grants the powers of attorney set forth in this Agreement and (vvi) makes the consents consents, acknowledgments and waivers contained in this Agreement, all with or without execution of this Agreement by such Person. The transfer of any Limited Partner Interests and the admission of any new Limited Partner shall not constitute an amendment to this Agreement. A Person may become a Limited Partner or Record Holder of a Limited Partner Interest without the consent or approval of any of the Partners. A Person may not become a Limited Partner until such Person acquires without acquiring a Limited Partner Interest Interest. The rights and such obligations of a Person who is reflected a Non-citizen Assignee shall be determined in the books and records of the Partnership as the Record Holder of such Limited Partner Interestaccordance with Section 4.8.

Appears in 5 contracts

Samples: Limited Partnership Agreement (KKR & Co. L.P.), Limited Partnership Agreement (KKR & Co. L.P.), Limited Partnership Agreement (KKR & Co. L.P.)

Admission of Additional Limited Partners. (a) By acceptance of the transfer of any Limited Partner Interests in accordance with Article IV this Section 10.2 or the acceptance issuance of any Limited Partner Interests issued pursuant to Article V in accordance herewith (including in a merger, consolidation or pursuant to a merger or consolidation other business combination pursuant to Article XIV), and except as provided in Section 4.8, each transferee of, or other such Person acquiring, recipient of a Limited Partner Interest (including any nominee holder or an agent or representative acquiring such Limited Partner Interests for the account of another Person) (i) shall be admitted to the Partnership as a Limited Partner with respect to the Limited Partner Interests so transferred or issued to such Person when any such transfer, transfer or issuance or admission is reflected in the books and records of the Partnership and such Limited Partner becomes the Record Holder Partnership, with or without execution of the Limited Partner Interests so transferredthis Agreement, (ii) shall become bound by the terms of of, and shall be deemed to have agreed to be bound by, this Agreement, (iii) shall become the Record Holder of the Limited Partner Interests so transferred or issued, (iv) represents that the transferee or other recipient has the capacity, power and authority to enter into this Agreement, (ivv) grants the powers of attorney set forth in this Agreement and (vvi) makes the consents consents, acknowledgments and waivers contained in this Agreement, all with or without execution of this Agreement by such Person. The transfer of any Limited Partner Interests and or the admission of any new Limited Partner shall not constitute an amendment to this Agreement. A Person may become a Limited Partner or Record Holder of a Limited Partner Interest without the consent or approval of any of the Partners. A Person may not become a Limited Partner until such Person acquires without acquiring a Limited Partner Interest Interest. The rights and such obligations of a Person who is reflected a Non-citizen Assignee shall be determined in the books and records of the Partnership as the Record Holder of such Limited Partner Interestaccordance with Section 4.8.

Appears in 2 contracts

Samples: Ares Management Lp, Agreement (Ares Management Lp)

Admission of Additional Limited Partners. (a) By acceptance of the transfer of any Limited Partner Interests in accordance with Article IV or the acceptance of any Limited Partner Interests issued pursuant to Article V or pursuant to a merger merger, consolidation or consolidation conversion pursuant to Article XIV, each transferee of, or other such Person acquiring, a Limited Partner Interest (including any nominee holder or an agent or representative acquiring such Limited Partner Interests for the account of another Person) (i) shall be admitted to the Partnership as a Limited Partner with respect to the Limited Partner Interests so transferred or issued to such Person when any such transfer, issuance or admission is reflected in the books and records of the Partnership and such Limited Partner becomes the Record Holder of the Limited Partner Interests so transferred, (ii) shall become bound bound, and shall be deemed to have agreed to be bound, by the terms of this Agreement, (iii) represents that the transferee or other recipient has the capacity, power and authority to enter into this Agreement, Agreement and (iv) grants the powers of attorney set forth in this Agreement and (v) makes the consents consents, acknowledgements and waivers contained in this Agreement, all with or without execution of this Agreement by such Person. The transfer of any Limited Partner Interests and the admission of any new Limited Partner shall not constitute an amendment to this Agreement. A Person may become a Limited Partner or Record Holder of a Limited Partner Interest without the consent or approval of any of the Partners. A Person may not become a Limited Partner until such Person acquires a Limited Partner Interest and until such Person is reflected in the books and records of the Partnership as the Record Holder of such Limited Partner Interest.. 66

Appears in 1 contract

Samples: Exchange Agreement (KNOT Offshore Partners LP)

Admission of Additional Limited Partners. (a) By acceptance of the transfer of any Limited Partner Interests in accordance with Article IV or the acceptance of any Limited Partner Interests issued pursuant to Article V or pursuant to a merger or consolidation pursuant to Article XIV, and except as provided in Section 4.09 or Section 4.10 each transferee of, or other such Person acquiring, a Limited Partner Interest (including any nominee holder or an agent or representative acquiring such Limited Partner Interests for the account of another Person) (i) shall be admitted to the Partnership as a Limited Partner with respect to the Limited Partner Interests so transferred or issued to such Person when any such transfer, issuance or admission is reflected in the books and records of the Partnership and such Limited Partner becomes the Record Holder of the Limited Partner Interests so transferred, (ii) shall become bound by the terms of this Agreement, (iii) represents that the transferee has the capacity, power and authority to enter into this Agreement, (iv) grants the powers of attorney set forth in this Agreement and (v) makes the consents and waivers contained in this Agreement, all with or without execution of this Agreement by such Person. The transfer of any Limited Partner Interests and the admission of any new Limited Partner shall not constitute an amendment to this Agreement. A Person may become a Limited Partner or Record Holder of a Limited Partner Interest without the consent or approval of any of the Partners. A Person may not become a Limited Partner until such Person acquires a Limited Partner Interest and such Person is reflected in the books and records of the Partnership as the Record Holder of such Limited Partner Interest.. The rights and obligations of a Person who is a Non-citizen Assignee shall be determined in accordance

Appears in 1 contract

Samples: OSG America L.P.

Admission of Additional Limited Partners. (a) By acceptance of the transfer of any Limited Partner Interests in accordance with Article IV this Section 10.2 or the acceptance issuance of any Limited Partner Interests issued pursuant to Article V in accordance herewith (including in a merger, consolidation or pursuant to a merger or consolidation other business combination pursuant to Article XIV), each transferee of, or other such Person acquiring, recipient of a Limited Partner Interest (including any nominee holder or an agent or representative acquiring such Limited Partner Interests for the account of another Person) (i) shall be admitted to the Partnership as a Limited Partner with respect to the Limited Partner Interests so transferred or issued to such Person when any such transfer, transfer or issuance or admission is reflected in the books and records of the Partnership and such Limited Partner becomes the Record Holder Partnership, with or without execution of the Limited Partner Interests so transferredthis Agreement, (ii) shall become bound by the terms of of, and shall be deemed to have agreed to be bound by, this Agreement, (iii) shall become the Record Holder of the Limited Partner Interests so transferred or issued, (iv) represents that the transferee or other recipient has the capacity, power and authority to enter into this Agreement, (ivv) grants the powers of attorney set forth in this Agreement and (vvi) makes the consents consents, acknowledgments and waivers contained in this Agreement, all with or without execution of this Agreement by such Person. The transfer of any Limited Partner Interests and the admission of any new Limited Partner shall not constitute an amendment to this Agreement. A Person may become a Limited Partner or Record Holder of a Limited Partner Interest without the consent or approval of any of the Partners. A Person may not become a Limited Partner until such Person acquires without acquiring a Limited Partner Interest and such Person is reflected in the books and records of the Partnership as the Record Holder of such Limited Partner Interest.

Appears in 1 contract

Samples: Limited Partnership Agreement (Joyner Capital LP)

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Admission of Additional Limited Partners. (a) By acceptance of A. A Person who makes a Capital Contribution to the transfer of any Limited Partner Interests Partnership in accordance with Article IV or the acceptance this Agreement and any transferee of any Limited Partner Interests issued pursuant to Article V or pursuant to a merger or consolidation pursuant to Article XIV, each transferee of, or other such Person acquiring, a Limited Partner Interest (including any nominee holder or an agent or representative acquiring such Limited Partner Interests for the account of another Person) pursuant to Article XIII and, if applicable, Article XIV, (i) shall be admitted to the Partnership as a an Additional Limited Partner with respect to the Additional Limited Partner Interests Interest so transferred or issued Transferred to such Person when any such transfer, issuance Transfer or admission is reflected in the books and records of the Partnership and such Limited Partner becomes the Record Holder Partnership, with or without execution of the Limited Partner Interests so transferredthis Agreement, (ii) shall become bound by the terms of of, and shall be deemed to have executed, this Agreement, (iii) shall become the record holder of the Additional Limited Partner Interests so Transferred, (iv) represents that the transferee has the capacity, power and authority to enter into this Agreement, (ivv) grants the powers of attorney set forth in this Agreement and (vvi) makes the consents and waivers contained in this Agreement, all with or without execution of this Agreement by such Person. The transfer Transfer of any Additional Limited Partner Interests Interest and the admission of any new Additional Limited Partner shall not constitute an amendment to this Agreement. A Person may become a Limited Partner or Record Holder record holder of a an Additional Limited Partner Interest without the consent or approval of any of the Partners. A Person may not become a an Additional Limited Partner until such Person acquires without acquiring a Limited Partner Interest and until such Person is reflected in the books and records of the Partnership as the Record Holder record holder of such Additional Limited Partner Interest.

Appears in 1 contract

Samples: Limited Partnership Agreement (Highland Financial Partners, L.P.)

Admission of Additional Limited Partners. (a) By acceptance of the transfer of any Limited Partner Interests in accordance with Article IV this Section 10.2 or the acceptance issuance of any Limited Partner Interests issued pursuant to Article V in accordance herewith (including in a merger, consolidation or pursuant to a merger or consolidation other business combination pursuant to Article XIV), and except as provided in Section 4.8, each transferee of, or other such Person acquiring, recipient of a Limited Partner Interest (including any nominee holder or an agent or representative acquiring such Limited Partner Interests for the account of another Person) (i) shall be admitted to the Partnership Company as a Limited Partner with respect to the Limited Partner Interests so transferred or issued to such Person when any such transfer, transfer or issuance or admission is reflected in the books and records of the Partnership and such Limited Partner becomes the Record Holder Company, with or without execution of the Limited Partner Interests so transferredthis Agreement, (ii) shall become bound by the terms of of, and shall be deemed to have agreed to be bound by, this Agreement, (iii) shall become the Record Holder of the Limited Partner Interests so transferred or issued, (iv) represents that the transferee or other recipient has the capacity, power and authority to enter into this Agreement, (ivv) grants the powers of attorney set forth in this Agreement and (vvi) makes the consents consents, acknowledgments and waivers contained in this Agreement, all with or without execution of this Agreement by such Person. The transfer of any Limited Partner Interests and or the admission of any new Limited Partner shall not constitute an amendment to this Agreement. A Person may become a Limited Partner or Record Holder of a Limited Partner Interest without the consent or approval of any of the Partners. A Person may not become a Limited Partner until such Person acquires without acquiring a Limited Partner Interest Interest. The rights and such obligations of a Person who is reflected a Non-citizen Assignee shall be determined in the books and records of the Partnership as the Record Holder of such Limited Partner Interestaccordance with Section 4.8.

Appears in 1 contract

Samples: Ares Management Lp

Admission of Additional Limited Partners. (a) By acceptance A. After the admission to the Partnership of the transfer of any initial Limited Partner Partners on the date hereof, a Person who acquires Partnership Interests in accordance with Article IV or the acceptance of any Limited Partner Interests issued pursuant to Article V or pursuant to a merger or consolidation pursuant to Article XIVSection 4.02, each transferee of, or other such Person acquiring, a Limited Partner Interest (including any nominee holder or an agent or representative acquiring such Limited Partner Interests for the account of another Person) (i) shall be admitted to the Partnership as a an Additional Limited Partner with respect to the Additional Limited Partner Interests Interest so transferred or issued to acquired by such Person when any effective at the time such transfer, issuance or admission is reflected in the books and records of the Partnership and such Limited Partner becomes the Record Holder Transfer Agent kept on behalf of the Limited Partner Interests so transferredPartnership, with or without execution of this Agreement, (ii) shall become bound by the terms of, by its payment of cash or other adequate consideration (as determined by the Partnership) for the Partnership Interests so acquired, and shall be deemed to have executed, this Agreement, (iii) shall become the Record Holder of the Additional Limited Partner Interests so acquired, (iv) represents that the transferee such Person has the capacity, power and authority to enter into this Agreement, (ivv) grants the powers of attorney set forth in this Agreement and (vvi) makes the consents and waivers contained in this Agreement, all with or without execution of this Agreement by such Person. The transfer acquisition of any Additional Limited Partner Interests Interest and the admission of any new Additional Limited Partner shall not constitute an amendment to this Agreement. A Subject to Article XIV, a Person may become a Limited Partner or Record Holder of a an Additional Limited Partner Interest without the consent or approval of any of the Partners. A Person may not become a an Additional Limited Partner until such Person acquires without acquiring a Limited Partner Interest and until such Person is reflected in the books and records of the Partnership as the Record Holder record holder of such Additional Limited Partner Interest.

Appears in 1 contract

Samples: Limited Partnership Agreement (Tiptree Financial Partners, L.P.)

Admission of Additional Limited Partners. (a) By acceptance of the transfer of any Limited Partner Interests in accordance with Article IV this Section 10.2 or the acceptance issuance of any Limited Partner Interests issued pursuant to Article V in accordance herewith (including in a merger, consolidation or pursuant to a merger or consolidation other business combination pursuant to Article XIV), and except as provided in Section 4.6, each transferee of, or other such Person acquiring, recipient of a Limited Partner Interest (including any nominee holder or an agent or representative acquiring such Limited Partner Interests for the account of another Person) (i) shall be admitted to the Partnership as a Limited Partner with respect to the Limited Partner Interests so transferred or issued to such Person when any such transfer, transfer or issuance or admission is reflected in the books and records of the Partnership and such Limited Partner becomes the Record Holder Partnership, with or without execution of the Limited Partner Interests so transferredthis Agreement, (ii) shall become bound by the terms of of, and shall be deemed to have agreed to be bound by, this Agreement, (iii) shall become the Record Holder of the Limited Partner Interests so transferred or issued, (iv) represents that the transferee or other recipient has the capacity, power and authority to enter into this Agreement, (ivv) grants the powers of attorney set forth in this Agreement and (vvi) makes the consents consents, acknowledgments and waivers contained in this Agreement, all with or without execution of this Agreement by such Person. The transfer of any Limited Partner Interests and the admission of any new Limited Partner shall not constitute an amendment to this Agreement. A Person may become a Limited Partner or Record Holder of a Limited Partner Interest without the consent or approval of any of the Partners. A Person may not become a Limited Partner until such Person acquires without acquiring a Limited Partner Interest and such Person is reflected in the books and records of the Partnership as the Record Holder of such Limited Partner Interest.

Appears in 1 contract

Samples: Purchase and Sale Agreement (KKR & Co. L.P.)

Admission of Additional Limited Partners. (al) By acceptance of the transfer of any Limited Partner Interests in accordance with Article IV this Section 10.2 or the acceptance issuance of any Limited Partner Interests issued pursuant to Article V in accordance with Section 5.1 in connection with the Merger or pursuant to the Exchange or in accordance with any other provision hereof (including in a merger merger, consolidation or consolidation other business combination pursuant to Article XIV), each transferee of, or other such Person acquiring, recipient of a Limited Partner Interest (including any nominee holder or an agent or representative acquiring such Limited Partner Interests for the account of another Person) (i) shall be admitted to the Partnership as a Limited Partner with respect to the Limited Partner Interests so transferred or issued to such Person when any such transfer, transfer or issuance or admission is reflected in the books and records of the Partnership, with or without execution of this Agreement (which the Partnership and shall cause to occur not later than five days following submission of such Limited Partner becomes transfer to the Record Holder of the Limited Partner Interests so transferredTransfer Agent), (ii) shall become bound by the terms of of, and shall be deemed to have agreed to be bound by, this Agreement, (iii) shall become the Record Holder of the Limited Partner Interests so transferred or issued, (iv) represents that the transferee or other recipient has the capacity, power and authority to enter into this Agreement, (ivv) grants the powers of attorney set forth in this Agreement and (vvi) makes the consents consents, acknowledgments and waivers contained in this Agreement, all with or without execution of this Agreement by such Person. The transfer of any Limited Partner Interests and and/or the admission of any new Limited Partner shall not constitute an amendment to this Agreement. A Person may become a Limited Partner or Record Holder of a Limited Partner Interest without the consent or approval of any of the Partners. A Person may not become a Limited Partner until such Person acquires without acquiring a Limited Partner Interest and such Person is reflected in the books and records of the Partnership as the Record Holder of such Limited Partner Interest.

Appears in 1 contract

Samples: Steel Partners Holdings L.P.

Admission of Additional Limited Partners. (a) By acceptance of the transfer of any Limited Partner Interests in accordance with Article IV this Section 10.2 or the acceptance issuance of any Limited Partner Interests issued in accordance herewith (including in a merger, consolidation or other business combination pursuant to Article V or pursuant to a merger or consolidation pursuant to Article XIV14), and except as provided in Section 4.8, each transferee of, or other such Person acquiring, recipient of a Limited Partner Interest (including any nominee holder or an agent or representative acquiring such Limited Partner Interests for the account of another Person) (i) shall be admitted to the Partnership as a Limited Partner with respect to the Limited Partner Interests so transferred or issued to such Person when any such transfer, transfer or issuance or admission is reflected in the books and records of the Partnership and such Limited Partner becomes the Record Holder Partnership, with or without execution of the Limited Partner Interests so transferredthis Agreement, (ii) shall become bound by the terms of of, and shall be deemed to have agreed to be bound by, this Agreement, (iii) shall become the Record Holder of the Limited Partner Interests so transferred or issued, (iv) represents that the transferee or other recipient has the capacity, power and authority to enter into this Agreement, (ivv) grants the powers of attorney set forth in this Agreement and (vvi) makes the consents consents, acknowledgments and waivers contained in this Agreement, all with or without execution of this Agreement by such Person. The transfer of any Limited Partner Interests and and/or the admission of any new Limited Partner shall not constitute an amendment to this Agreement. A Person may become a Limited Partner or Record Holder of a Limited Partner Interest without the consent or approval of any of the Partners. A Person may not become a Limited Partner until such Person acquires without acquiring a Limited Partner Interest Interest. The rights and such obligations of a Person who is reflected a Non-citizen Assignee shall be determined in the books and records of the Partnership as the Record Holder of such Limited Partner Interestaccordance with Section 4.8.

Appears in 1 contract

Samples: Agreement (AWA Group LP)

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