Common use of Action by Limited Partners Clause in Contracts

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. B. Any vote or consent of the Limited Partners permitted or required under this Agreement and action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if written consent(s) setting forth the action so taken is signed by the holders of such percentage of the Percentage Interests or the OP Common Units as is expressly required by this Agreement. Such consent may be in one instrument or in several instruments. Such consent shall be filed with the records of the Partnership. C. Each Limited Partner may authorize any Person or Persons to act for such Limited Partner by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. Every proxy must be signed by the Limited Partner or such Limited Partner's attorney-in-fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the Limited Partner executing it, such revocation to be effective upon the Partnership's receipt of written notice of such revocation from the Limited Partner executing such proxy. D. Each meeting of the Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate.

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. B. Any vote or consent of the Limited Partners permitted or required under this Agreement and action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if written consent(s) setting forth the action so taken is signed by the holders of such percentage of the Percentage Interests or the OP Common Units as is expressly required by this Agreement. Such consent may be in one instrument or in several instruments. Such consent shall be filed with the records of the Partnership. C. Each Limited Partner may authorize any Person or Persons to act for such Limited Partner by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. Every proxy must be signed by the Limited Partner or such Limited Partner's attorney-in-fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the Limited Partner executing it, such revocation to be effective upon the Partnership's receipt of written notice of such revocation from the Limited Partner executing such proxy. D. Each meeting of the Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate.

Action by Limited Partners. A. Meetings of the Partners may be called (a) Whenever action is required 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 this Agreement 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 taken by a specified percentage in person or by proxy at such meeting. Whenever the vote or consent interest of the Limited Partners is permitted or required under this Agreementand limited partners of any Parallel Fund, such action shall be deemed to be valid if taken upon written vote or written consent may 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 given at taken by a meeting of the Partners by the holders of such specified 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. B. Any vote or consent interest of the Limited Partners permitted in the Partnership only (and not the Fund Interest) such action shall be deemed to be valid if taken upon written vote or required under 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. (b) Anything contained herein to the contrary notwithstanding, no Regulated Partner shall have the right to vote (whether in person, by proxy, by execution of a written consent or otherwise) on any matter presented to the Partners or the Limited Partners pursuant to this Agreement and action required solely to the extent that the exercise of such voting rights would cause such Regulated Partner to violate any applicable law, statute, regulation, order or permitted rule of any governmental authority (including, without limitation, Regulation Y) with respect to be taken at a meeting its ownership of limited partnership interests in the Partnership as determined in the sole discretion of such Regulated Partner. In calculating Commitments of the Partners or Limited Partners, as the case may be, for purposes of any such vote, a portion of each Regulated Partner’s Commitment shall be taken without a meeting if written consent(s) setting forth excluded from such calculation of the action so taken is signed by the holders total amount of such percentage of Commitments to the Percentage Interests or the OP Common Units as is expressly required by this Agreement. Such consent may be in one instrument or in several instruments. Such consent shall be filed extent necessary to comply with the records of the Partnershipforegoing sentence. C. Each Limited Partner may authorize any Person or Persons to act for such Limited Partner by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. Every proxy must be signed by the Limited Partner or such Limited Partner's attorney-in-fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the Limited Partner executing it, such revocation to be effective upon the Partnership's receipt of written notice of such revocation from the Limited Partner executing such proxy. D. Each meeting of the Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate.