transferor Limited Partner in respect of the Interest as to which it was substituted, including the part of the Capital Account of the transferor Limited Partner related to that Interest.
(i) A Non-Voting Interest may become a Voting Interest if it is transferred, in a widely-dispersed transaction or otherwise, to a Person who, following the acquisition of such Interest, holds no greater than 2% of the aggregate Interests outstanding.
12.3 Right of First Refusal.
(a) A Limited Partner may offer to sell, transfer or assign its Units in the Partnership only in their entirety, only for cash or for cash and a promissory note or notes of the buyer, transferee or assignee and only upon the conditions set forth in Section 12.2 and (except as otherwise permitted in Section 12.3(b)) this Section 12.3(a). Before selling, transferring or assigning the Units owned by a Limited Partner, such Limited Partner desiring to make such sale, transfer or assignment (the Offering Limited Partner) shall, except as provided in Section 12.3(b), first offer to sell its Units (the Offered Units) to the Partnership at the price and on the terms at which the Offering Limited Partner proposes to transfer the Offered Units. Such offer shall be made in the same manner as provided for the giving of notices in Section 20.2 and in addition to stating the offered pnce and offered terms shall specify the name of the transferee, if any, to whom the Offering Limited Partner proposes to sell, transfer or assign the Offered Units and shall contain all relevant information concerning the proposed transfer. Such offer shall be irrevocable for a period of twenty (20) days from the date on which given (unless such time period is waived in writing by the General Partner). The Partnership may, during such twenty (20)-day period and at its discretion, assign the right to accept such offer to one or more Limited Partners (Assignee(s)), who shall have the balance of such twenty (20)-day period to accept such offer. If the Partnership or any Assignee(s) determines to accept the offer to purchase all of the Units, the General Partner shall promptly so notify the Offenng Limited Partner. Thereupon the Partnership or such Assignee(s) shall become bound to buy the