Action by Limited Partners Sample Clauses

Action by Limited Partners. (a) If required by applicable Legal Requirements and the Partnership Agreement to consummate the transactions contemplated by this Agreement, or if the Seller otherwise elects to do so, the Seller, acting through the General Partner, shall in accordance with the applicable Legal Requirements and the Partnership Agreement: (i) within a reasonable period of time (as determined by the General Partner) after the execution and delivery of this Agreement, duly call, give notice of, convene and hold a special meeting (the "Special Meeting") of the Limited Partners for the purpose of approving the transactions contemplated by this Agreement; and (ii) subject to its fiduciary duties (as determined by the General Partner after consultation with independent counsel), include in any proxy statement the determination and recommendation of the General Partner to the effect that the General Partner, having determined that this Agreement and the transactions contemplated hereby are in the best interests of Seller and the Limited Partners, has approved this Agreement and such transactions and recommends that the Limited Partners vote in favor of the sale of the Assets to Buyer pursuant to this Agreement.
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Action by Limited Partners. A. Meetings of the Partners may be called by the General Partner and shall be called upon the receipt by the General Partner of a written request by Limited Partners holding 25 percent or more of the Partnership Interests. The request shall state the nature of the business to be transacted. Notice of any such meeting shall be given to all Partners not less than seven (7) days nor more than thirty (30) days prior to the date of such meeting. Partners may vote in person or by proxy at such meeting. Whenever the vote or consent of the Limited Partners is permitted or required under this Agreement, such vote or consent may be given at a meeting of the Partners by the holders of such percentage of the Percentage Interests or OP Common Units as is expressly required by this Agreement or may be given in accordance with the procedure prescribed in Section 14.1A or in accordance with the procedure prescribed in Section 14.2B.
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Action by Limited Partners. (a) Whenever action is required by this Agreement to be taken by a specified percentage in interest of the Limited Partners and limited partners of any Parallel Fund, such action shall be deemed to be valid if taken upon written vote or written consent by those non-defaulting Limited Partners and non-defaulting limited partners of any Parallel Fund whose Fund Interests represent the specified percentage. By way of example, Where an action is required to be taken by a specified percentage in interest of the Limited Partners in the Partnership only (and not the Fund Interest) such action shall be deemed to be valid if taken upon written vote or written consent by those non-defaulting Limited Partners whose Commitments represent the specified percentage. Limited Partners that are Affiliates of the General Partner shall not be entitled to cast a vote in determining whether the requisite voting percentage has been met on any action requiring the vote of the Limited Partners. For purposes of calculating the voting percentages of Limited Partners, Affiliates of the General Partner who are Limited Partners shall not be included in either the numerator or denominator of the calculation.
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Action by Limited Partners. (a) No annual meeting of Limited Partners is required to be held. Any action required or permitted to be taken at any meeting of Limited Partners may be taken without a meeting if one or more written consents to such action shall be signed by the Limited Partners holding the amount of Interest required to approve the action being taken. Such written consents shall be delivered to the General Partner at the principal office of the Partnership and, unless otherwise specified, shall be effective when Limited Partner consents sufficient to approve or take the action have been so delivered.
Sample 1
Action by Limited Partners. Whenever action is required by this Agreement to be taken by those Limited Partners whose aggregate Commitments equal or exceed a specified percentage of the aggregate Commitments of the Limited Partners such action shall be deemed to be valid if taken upon written vote or written consent by those Limited Partners whose aggregate Commitments represent the specified percentage of the aggregate Commitments of all Limited Partners. Except where a higher percentage requirement is expressly specified herein, whenever action is required by this Agreement to be taken by the Limited Partners, such action shall be deemed to be valid if taken upon written vote or written consent by the Limited Partner Majority. With respect to any interests held as a Limited Partner by the General Partner or any of its Affiliates, the General Partner and its Affiliates shall have no voting rights as a Limited Partner (and their interests as Limited Partners shall be disregarded) with respect to all matters voted upon by the Limited Partners.
Sample 1

Related to Action by Limited Partners

  • Approval by Limited Partners (a) Except as provided in Section 14.3(d), the General Partner, upon its approval of the Merger Agreement or the Plan of Conversion, as the case may be, shall direct that the Merger Agreement or the Plan of Conversion and the merger, consolidation or conversion contemplated thereby, as applicable, be submitted to a vote of Limited Partners, whether at a special meeting or by written consent, in either case in accordance with the requirements of Article XIII. A copy or a summary of the Merger Agreement or the Plan of Conversion, as the case may be, shall be included in or enclosed with the notice of a special meeting or the written consent.

  • Liability of Limited Partners Except as provided in the following sentence, notwithstanding the provisions hereof for the allocation of the Partnership’s net losses and for the distribution of cash to the Partners by the Partnership, the Limited Partners shall not be responsible or obligated to any third parties for any debts or liabilities of the Partnership in excess of such Limited Partner’s unrecovered contributions to the capital of the Partnership and such Limited Partner’s share of any undistributed profits of the Partnership.

  • Outside Activities of Limited Partners Subject to any agreements entered into by a Limited Partner or its Affiliates with the General Partner, Partnership or a Subsidiary, any Limited Partner and any officer, director, employee, agent, trustee, Affiliate or stockholder of any Limited Partner shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Partnership, including business interests and activities in direct competition with the Partnership or that are enhanced by the activities of the Partnership. Neither the Partnership nor any Partners shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner or Assignee. Subject to such agreements, none of the Limited Partners nor any other Person shall have any rights by virtue of this Agreement or the partnership relationship established hereby in any business ventures of any other Person, other than the Limited Partners benefiting from the business conducted by the General Partner, and such Person shall have no obligation pursuant to this Agreement to offer any interest in any such business ventures to the Partnership, any Limited Partner or any such other Person, even if such opportunity is of a character which, if presented to the Partnership, any Limited Partner or such other Person, could be taken by such Person.

  • Rights of Limited Partners Except as otherwise provided in this Agreement, each Limited Partner shall look solely to the assets of the Partnership for the return of its Capital Contributions and shall have no right or power to demand or receive property other than cash from the Partnership. Except as otherwise provided in this Agreement, no Limited Partner shall have priority over any other Partner as to the return of its Capital Contributions, distributions, or allocations.

  • Limited Liability of Limited Partners (1) Each Unit of Limited Partnership Interest, when purchased by a Limited Partner, subject to the qualifications set forth below, shall be fully paid and non-assessable.

  • Outside Activities of the Limited Partners Subject to the provisions of Section 7.5, which shall continue to be applicable to the Persons referred to therein, regardless of whether such Persons shall also be Limited Partners, any Limited Partner shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Partnership, including business interests and activities in direct competition with the Partnership Group. Neither the Partnership nor any of the other Partners shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner.

  • Admission of Limited Partners It is expressly agreed that this Agreement may be amended from time to time to reflect the admission of additional Limited Partners and the Company shall have full power and authority to execute and file such amendments pursuant to the power of attorney contained herein. Prior to being admitted to the Partnership, a Limited Partner shall agree in writing to be bound by and comply with all provisions of this Agreement. No other person or entity shall be admitted to the Partnership except with the prior written consent of the Company.

  • Withdrawal of Limited Partners No Limited Partner shall have any right to withdraw from the Partnership; provided, however, that when a transferee of a Limited Partner’s Limited Partner Interest becomes a Record Holder of the Limited Partner Interest so transferred, such transferring Limited Partner shall cease to be a Limited Partner with respect to the Limited Partner Interest so transferred.

  • Reports to Limited Partners (a) As soon as practicable after the close of each fiscal quarter (other than the last quarter of the fiscal year), the General Partner shall cause to be mailed to each Limited Partner a quarterly report containing financial statements of the Partnership, or of the General Partner if such statements are prepared solely on a consolidated basis with the General Partner, for such fiscal quarter, presented in accordance with generally accepted accounting principles. As soon as practicable after the close of each fiscal year, the General Partner shall cause to be mailed to each Limited Partner an annual report containing financial statements of the Partnership, or of the General Partner if such statements are prepared solely on a consolidated basis with the General Partner, for such fiscal year, presented in accordance with generally accepted accounting principles. The annual financial statements shall be audited by accountants selected by the General Partner.

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