Transfer of the General Partner Interest Sample Clauses

Transfer of the General Partner Interest. (a) Subject to Section 4.6(b) below, the General Partner shall be free to transfer all or any part of its General Partner Interest to another Person at any time. (b) Notwithstanding anything herein to the contrary, no transfer by the General Partner of all or any part of its General Partner Interest to another Person shall be permitted unless (i) the transferee agrees to assume the rights and duties of the General Partner under this Agreement and to be bound by the provisions of this Agreement, (ii) the Partnership receives an Opinion of Counsel that such transfer would not result in the loss of limited liability of any Limited Partner under the Delaware Act and (iii) such transferee also agrees to purchase all (or the appropriate portion thereof, if applicable) of the partnership or membership or limited liability company interest of the General Partner as the general partner or managing member, if any, of each other Group Member. In the case of a transfer pursuant to and in compliance with this Section 4.6, the transferee or successor (as the case may be) shall, subject to compliance with the terms of Section 10.3, be admitted to the Partnership as the General Partner effective immediately prior to the transfer of the General Partner Interest, and the business of the Partnership shall continue without dissolution.

Transfer of the General Partner Interest. Except for a transfer by the General Partner of all, but not less than all, of its General Partner Interest to (a) an Affiliate of the General Partner or (b) another Person in connection with the merger or consolidation of the General Partner with or into another Person or the transfer by the General Partner of all or substantially all of its assets to another Person, the transfer by the General Partner of all or any part of its General Partner Interest to a Person prior to July 31, 2004 shall be subject to the prior approval of at least a majority of the Outstanding Common Units (excluding for purposes of such determination Units owned by the General Partner and its Affiliates). Notwithstanding anything herein to the contrary, no transfer by the General Partner of all or any part of its General Partner Interest to another Person shall be permitted unless (i) the transferee agrees to assume the rights and duties of the General Partner under this Agreement and the Operating Partnership Agreement and to be bound by the provisions of this Agreement and the Operating Partnership Agreement, (ii) the Partnership receives an Opinion of Counsel that such transfer would not result in the loss of limited liability of any Limited Partner or of any limited partner of the Operating Partnership or cause the Partnership or any of the Operating Partnership to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for federal income tax purposes and (iii) such transferee also agrees to purchase all (or the appropriate portion thereof, if applicable) of the partnership interest of the General Partner as the general partner of the Operating Partnership. In the case of a transfer pursuant to and in compliance with this Section 11.2, the transferee or successor (as the case may be) shall, subject to compliance with the terms of Section 12.3, be admitted to the Partnership as a General Partner immediately prior to the transfer of the General Partner Interest, and the business of the Partnership shall continue without dissolution.

Transfer of the General Partner Interest. (a) The General Partner may at its option transfer all or any part of its General Partner Interest without Unitholder approval. (b) Notwithstanding anything herein to the contrary, no transfer by the General Partner of all or any part of its General Partner Interest to another Person shall be permitted unless (i) the transferee agrees to assume the rights and duties of the General Partner under this Agreement and to be bound by the provisions of this Agreement, (ii) the Partnership receives an Opinion of Counsel that such transfer would not result in the loss of limited liability under the Delaware Act of any Limited Partner or cause the Partnership to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for U.S. federal income tax purposes (to the extent not already so treated or taxed) and (iii) such transferee also agrees to purchase all (or the appropriate portion thereof, if applicable) of the partnership or membership interest held by the General Partner as the general partner or managing member, if any, of each other Group Member. In the case of a transfer pursuant to and in compliance with this Section 4.6, the transferee or successor (as the case may be) shall, subject to compliance with the terms of Section 10.2, be admitted to the Partnership as the General Partner effective immediately prior to the transfer of the General Partner Interest, and the business of the Partnership shall continue without dissolution.

Transfer of the General Partner Interest. A. The General Partner may Transfer all or any part of its General Partner Interest or withdraw as General Partner, in its sole discretion and without the consent of any Limited Partners; provided that the General Partner may withdraw as general partner only in connection with a Transfer of its General Partner Interest and immediately following the admission of a successor General Partner, as general partner, in accordance with Article 13 hereof. B. In the event the General Partner withdraws as general partner in accordance with clause A. above, its Partnership Interest shall immediately be converted into a Limited Partner Interest and the General Partner shall be entitled to receive distributions from the Partnership and the share of Net Income, Net Losses, any other items, gain, loss, deduction and credit that were otherwise attributable to its General Partner Interest.

Transfer of the General Partner Interest. A. The General Partner may not Transfer any of its General Partner Interest or withdraw as General Partner except as provided in this Section 11.2 unless the Limited Partners holding seventy-five percent (75%) of the Percentage Interests of the Westlake Limited Partners consent to such transfer or withdrawal. The General Partner may Transfer its General Partner Interest (or any portion thereof) to another entity which is a qualified REIT subsidiary or taxable REIT subsidiary of Kimco without the consent of the Limited Partners so long as arrangements are made so that the REIT Shares to be issued pursuant to Section 8.5.B continue to be shares of Kimco's common stock, par value $0.01 per share. B. Subject to Sections 7.3 and the terms of the Tax Protection Agreement, Kimco may engage in any merger, consolidation or other combination with or into another Person regardless of whether such other person is a REIT, or sell all or substantially all of its assets, or effect any reclassification or recapitalization or change in the terms of outstanding REIT Shares (each, a "Transaction"), all without the prior approval of any Limited Partners, provided that, (i) if such Transaction occurs prior to the Outside Date, following any such Transaction any Qualifying Party continues to be entitled to the benefit of the Tax Protection Agreement; (ii) following any such Transaction, any Qualifying Party continues to be entitled to exchange a Limited Partner Interest (or other successor interest issued in exchange therefor or liquidation thereof) held by such Qualifying Party for cash, REIT Shares or other property or securities equal in value to the amount of cash, REIT Shares or other property or securities that such Limited Partner would have received in an Exchange for such Limited Partner Interest pursuant to Section 8.5 immediately prior to such Transaction, taking into account any adjustments to the Adjustment Factor and Return of Capital Factor following such Transaction; (iii) any such REIT Shares or other securities are publicly traded on the American Stock Exchange or the New York Stock Exchange (or, if they cease to exist, a nationally recognized securities exchange); and (iv) if the General Partner has not irrevocably elected not to exercise its right to issue REIT Shares in any Exchange under Section 8.5.B, the Qualifying Parties continue to be entitled to the benefits of the Registration Rights Agreement, and (v) assuming clause (iv) applies, each Qualifying P...

Transfer of the General Partner Interest. 50 55 A. The General Partner may not Transfer any of its General Partner Interest or withdraw as General Partner, except as provided in this Section 11.2 unless the Limited Partners holding a majority by Percentage Interest of the Limited Partner Interests consent to such transfer or withdrawal; provided, however, that without the consent of any Limited Partner, the General Partner may Transfer all or any portion of its General Partner Interest to one or more wholly-owned subsidiaries of TriNet.

Transfer of the General Partner Interest. (a) Subject to Section 4.6(c) below, prior to June 30, 2023, the General Partner shall not transfer all or any part of its General Partner Interest to a Person unless such transfer (i) has been approved by the prior written consent or vote of Partners (excluding the General Partner and its Affiliates) holding a majority of the Percentage Interests of all Partners (excluding the Percentage Interests of the General Partner and its Affiliates) or (ii) is of all, but not less than all, of its General Partner Interest to (A) an Affiliate of the General Partner (other than an individual) or

Transfer of the General Partner Interest. Except as security for the Obligations and the obligations of SECI under the SECI Term Loan Agreement, SECI may not Transfer its General Partner Interest until after the Second Capital Contribution Date. Thereafter, SECI may Transfer its General Partner Interest if (i) the GE Capital Limited Partner shall have expressly consented in writing to such Transfer (which consent may be granted or withheld in the sole discretion of the GE Capital Limited Partner); (ii) SECI has provided one or more successor General Partners reasonably satisfactory to the GE Capital Limited Partner and a Majority in Interest of the Other Limited Partners, (iii) such transferee meets the requirements to be a Permitted LP Transferee, and (iv) such transferee meets the conditions set forth in Sections 10.1(a)(i) through (xi). Any purported assignment by SECI in violation of this Section shall be deemed a withdrawal by SECI under Section 12.1 hereof.

Transfer of the General Partner Interest. Notwithstanding anything herein to the contrary (but without limiting Section 6.15), no transfer by the General Partner of all or any ​ part of its General Partner Interest to another Person, other than any transfer pursuant to the Contingent Acquisition Agreement, shall be permitted unless (i) the transferee agrees to assume the rights and duties of the General Partner under this Agreement and the Operating Partnership Agreement and to be bound by the provisions of this Agreement and the Operating Partnership Agreement, (ii) the Partnership receives an Opinion of Counsel that such transfer would not result in the loss of limited liability of any Limited Partner or of any limited partner of the Operating Partnership or cause the Partnership or any of the Operating Partnership to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for federal income tax purposes and (iii) such transferee also agrees to purchase all (or the appropriate portion thereof, if applicable) of the partnership interest of the General Partner as the general partner of the Operating Partnership. In the case of a transfer pursuant to and in compliance with this Section 11.2, the transferee or successor (as the case may be) shall, subject to compliance with the terms of Section 12.3, be admitted to the Partnership as a General Partner immediately prior to the transfer of the General Partner Interest, and the business of the Partnership shall continue without dissolution.