Common use of Transfer of the General Partner’s Partnership Interest Clause in Contracts

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.

Appears in 2 contracts

Samples: Western Properties Trust, Western Investment Real Estate Trust

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Transfer of the General Partner’s Partnership Interest. The General Partner may not may, in its sole and absolute discretion and without the consent of the Limited Partners, transfer all or any portion of its General Partnership Interest or Partner Interests, and may 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 and appoint a substitute General Partner hereundergeneral partner.

Appears in 1 contract

Samples: Ventas Inc

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 Partner, unless Limited Partners holding a wholly-owned subsidiary majority of the General Partner, or to a partnership or limited liability company controlled Percentage Interests of the Limited Partners (other than Limited Partner Interests held by the General Partner, Company) consent to such transfer 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 hereunderwithdrawal.

Appears in 1 contract

Samples: Provident Senior Living Trust

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.

Appears in 1 contract

Samples: Reorganization Agreement (Mid America Apartment Communities Inc)

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Transfer of the General Partner’s Partnership Interest. The If the General Partner may not transfer merges, consolidates or otherwise combines into 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 transfers all or substantially all of its assets. In any such circumstanceassets to another Person, such transferee shall be admitted Person may become a Successor General Partner 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 substitute General Partner hereunderof the Partnership.

Appears in 1 contract

Samples: Eott Energy Partners Lp

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