Additional or Successor General Partners Sample Clauses
The "Additional or Successor General Partners" clause defines the process and conditions under which new general partners may be admitted to a partnership or existing ones may be replaced. Typically, this clause outlines the required approvals, such as a majority vote of existing partners or consent of limited partners, and may specify qualifications or procedures for appointing a successor. Its core function is to ensure continuity and stability in the management of the partnership by providing a clear mechanism for leadership transitions, thereby minimizing disruption and uncertainty if a general partner departs or additional management is needed.
Additional or Successor General Partners. (a) The General Partner with the written approval of a Limited Partner Supermajority, shall have the right and power to admit to the Partnership from time to time one or more Persons as general partners, whether as an additional general partner or as a successor general partner. If such admission is to result in a reduction or dilution of the Percentage Interests of the Limited Partners, the reduction or dilution must be proportionate among all Partners.
(b) In the event the General Partner withdraws or the Partnership otherwise ceases to have any general partners for any reason (other than upon the winding up and termination of the Partnership), the Limited Partners shall have the right and power to continue the business of the Partnership if, within 90 days after (but effective as of) the date on which there ceases to be a general partner, all of the Limited Partners determine in writing to so continue the Partnership and select a successor general partner.
(c) The Limited Partners hereby consent to any admission made in accordance with the provisions of this Section 11.3. No Person shall be deemed to be admitted as a General Partner unless an instrument is executed accepting and agreeing to be bound by all of the terms of this Agreement and executed an amendment to the Certificate. The General Partners shall cause this Agreement and the Certificate to be duly amended and filed to reflect any such admission.
Additional or Successor General Partners. A person may be added or substituted as a General Partner only upon his election by the Partners as provided herein. Each General Partner, by becoming a General Partner, consents to the admission as an added or substituted General Partner of any person elected by the Partners in accordance with this Certificate and Agreement. Any General Partner who is elected at a meeting of the Partners in accordance with Section 7.1 hereof, and who shall not be serving as a General Partner at the time of such election, shall (a) execute a written acceptance and adoption of all the terms and provisions of the Certificate and Agreement, as the same may have been amended on form(s) approved by the Managing General Partners, (b) acquire on or before admission as a General. Partner, Shares having a net asset value of at least $5,000, and (c) be admitted to the Partnership as a General Partner effective as of the date of recordation of an Amendment to the Certificate and Agreement. Any serving General Partner who is not re-elected at any such meeting in the manner specified in Section 7.1 shall be deemed to have withdrawn as of the date of such election in accordance with the provisions of Section 8.8 hereof, Each of the General Partners agrees that in the event of the death, withdrawal, retirement, dissolution, assignment for the benefit of creditors, filing of a petition for bankruptcy, adjudication of bankruptcy, insanity of incompetency of any General Partner, the remaining General Partner or Partners shall elect to continue the business of the Partnership and shall file an appropriate amendment to this Certificate and Agreement within 60 days after the event giving rise to such election. A corporate General Partner shall not withdraw from the Partnership except as provided in Section 8.2. In the event that all General Partners die, withdraw, retire, dissolve, make an assignment for the benefit of creditors, file a petition for bankruptcy, are adjudicated to be bankrupt, or become insane or incompetent, the Partnership shall dissolve.
Additional or Successor General Partners. (a) The General Partner with the written approval of a Class B Limited Partner Majority, shall have the right and power to admit to the Partnership from time to time one or more Persons as general partners, whether as an additional general partner or as a successor general partner; provided, however, that no additional or successor general partner may be admitted unless such general partner becomes a party to the LGS Equity Investors’ Agreement and the other requirements of Section 2.3 of the LGS Equity Investors’ Agreement have been satisfied. If such admission is to result in a reduction or dilution of the Percentage Interests of the Limited Partners, the reduction or dilution must be proportionate among all Partners.
(b) In the event the General Partner withdraws, resigns, retires, or is the subject of a Bankruptcy Action or the Partnership otherwise ceases to have any general partners for any reason (other than upon the winding up and termination of the Partnership), the Limited Partners shall have the right and power to continue the business of the Partnership if, within ninety (90) days after (but effective as of) the date on which there ceases to be a general partner, all of the Limited Partners determine in writing to so continue the Partnership and select a successor general partner; provided, however, that no successor general partner may be admitted unless such general partner becomes a party to the LGS Equity Investors’ Agreement and the other requirements of Section 2.3 of the LGS Equity Investors’ Agreement have been satisfied.
(c) The Limited Partners hereby consent to any admission made in accordance with the provisions of this Section 11.5. No Person shall be deemed to be admitted as a General Partner unless and until such Person shall have executed an instrument accepting and agreeing to be bound by all of the terms of this Agreement and executed an amendment to the Certificate. The General Partners shall cause this Agreement and the Certificate to be duly amended and filed to reflect any such admission.