Admission as Limited Partner Sample Clauses

Admission as Limited Partner. Upon execution and delivery by a subscriber and the General Partner of any Subscription Agreement, the subscriber shall be admitted as a Limited Partner and all Partners will be deemed to consent to the admission of the subscriber as a Limited Partner. No action or consent of the Limited Partners will be required for the admission of a Limited Partner. The General Partner shall also cause the Register to be amended to show the addition of the Limited Partner and shall file with appropriate authorities all such other documents as may be required by the Act or under any other applicable legislation in other relevant provinces or territories and shall cause the admission of the new Limited Partner to be reflected in all other relevant books and records of the Fund.
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Admission as Limited Partner. If the Managing General Partner consents to the admission as a Limited Partner of a purchaser, transferee or assignee permitted by Paragraph 9.2, and such purchaser, transferee or assignee (a) elects to become a Limited Partner by delivering a written notice of such election to the Managing General Partner, (b) executes and acknowledges such other instruments as the Managing General Partner may deem necessary, required, or advisable to effect the admission of such person as a Limited Partner, including without limitation the written acceptance and adoption by such person of the provisions of this Agreement, and (c) pays a reasonable transfer fee to the Partnership which is sufficient to cover all actual and reasonable expenses in connection with the admission of such person as a Limited Partner, then, all steps shall be taken which, in the opinion of the Managing General Partner, are reasonably necessary to admit such person under the Act as a Limited Partner, and such person shall thereupon become a Limited Partner.
Sample 1
Admission as Limited Partner. Section 2 of the Agreement shall be amended as of the Effective Date by the addition of the following sentence at the end of Section 2: Employee has also been admitted as a limited partner of the Management Company effective as of the August 8, 2007 (all of which partnership interest and all related rights, powers and privileges shall, without any further act or deed, cease and terminate in all respects on the last day of the Term). References in this Agreement to the “employment” of Employee by the Management Company shall refer to Employee’s limited partnership interest in, and his provision of services as a limited partner to, the Management Company, and all payments to Employee by the Management Company provided for herein shall be reported to Employee by the Management Company on a Form K-1. The rights of Employee as a limited partner of the Management Company, and the duties of the Management Company and its respective partners to Employee as limited partner of the Management Company, shall be limited to those expressly set forth in the Agreement, as hereby amended and as further amended from time to time, and Employee shall have no other rights as a limited partner of the Management Company, whether by virtue of applicable statutory law or otherwise. Employee expressly waives and disclaims any other rights or obligations in favor of Employee.
Sample 1
Admission as Limited Partner. The transferee of all or any portion of a limited partnership interest that is either (i) already a General Partner or Limited Partner, (ii) Xxxxxx X. Xxxxxx, Xxxxx X. Xxxxxx, Xxxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxx or Xxxx X. Xxxxxx (iii) a trust or trusts established by any one or more of the group composed of the foregoing individuals and their respective spouses, whether revocable or irrevocable, or (iv) the executor, administrator or other personal representative of a deceased or legally incapacitated Partner (but not a distributee of the estate of any such Partner unless described in clause (i), (ii) or (iii) of this sentence) shall be automatically admitted as a Limited Partner in respect of the transferred interest and any transferee so admitted shall be liable to the partnership for payment of such expenses incurred by the partnership in respect to the transfer as the General Partners reasonably may request. Any other transferee of a limited partnership interest may be admitted to the partnership as a Limited Partner in respect of the transferred interest only with the consent of the General Partners, which consent may be given or withheld in the absolute discretion of the General Partners, and only after executing such documents and instruments and paying or reimbursing the partnership for all such reasonably expenses incurred in connection with the transfer and admission of the transferee as a Limited Partner as the General Partners may reasonably request.
Sample 1
Admission as Limited Partner. The General Partner, acting on behalf of itself and as agent or attorney-in-fact for and on behalf of each of the existing Limited Partners, if any, in the Partnership, and the Grantee each agree that, upon the full execution of this Agreement, the parties hereto together agree to be bound by the terms of the Partnership Agreement as if they were all signatories thereto (and such terms are hereby incorporated by reference as if set out herein in full) and the Grantee shall be subject to and have the benefit of the terms of the Partnership Agreement as a Limited Partner. Without limitation thereof, the parties hereto agree that the Grantee shall have the benefit of Paragraph 3(b) of the Partnership Agreement as a Limited Partner and Paragraph 15 of the Partnership Agreement as an employee of BPI. Save for and to the extent of the admission of the Grantee as a Limited Partner of the Partnership, the Partnership Agreement is unamended and shall continue in full force and effect. This Agreement shall, solely for the purposes of Paragraph 3(c) of the Partnership Agreement, be deemed a counterpart to the Partnership Agreement.
Sample 1
Admission as Limited Partner. If the General Partners consent to the admission as a Limited Partner of a purchaser, transferee or assignee permitted by paragraph 9.2, or if no such consent of the General Partners is required in accordance with Paragraph 9.2(f) hereof, and such purchaser, transferee or assignee (a) elects to become a Limited Partner by delivering a written notice of such election to the General Partner, (b) executes and acknowledges such other instruments as the General Partners may deem necessary, required, or advisable to effect the admission of such person as a Limited Partner, including without limitation the written acceptance and adoption by such person of the provisions of this Agreement, and (c) pays a reasonable transfer fee to the Partnership which is sufficient to cover all actual and reasonable expenses in connection with the admission of such person as a Limited Partner, then, all steps shall be taken which, in the opinion of the General Partners, are reasonably necessary to admit such person under the Act as a Limited Partner, and such person shall thereupon become a Limited Partner. 9.4 [INTENTIONALLY OMITTED] 9.5
Sample 1

Related to Admission as Limited Partner

  • Admission of Limited Partners (a) By acceptance of the transfer of any Limited Partner Interests in accordance with Article IV or the acceptance of any Limited Partner Interests issued pursuant to Article V or pursuant to a merger or consolidation pursuant to Article XIV, and except as provided in Section 4.9, each transferee of, or other such Person acquiring, a Limited Partner Interest (including any nominee holder or an agent or representative acquiring such Limited Partner Interests for the account of another Person) (i) shall be admitted to the Partnership as a Limited Partner with respect to the Limited Partner Interests so transferred or issued to such Person when any such transfer, issuance or admission is reflected in the books and records of the Partnership and such Limited Partner becomes the Record Holder of the Limited Partner Interests so transferred, (ii) shall become bound by the terms of this Agreement, (iii) represents that the transferee has the capacity, power and authority to enter into this Agreement, (iv) grants the powers of attorney set forth in this Agreement and (v) makes the consents and waivers contained in this Agreement, all with or without execution of this Agreement by such Person. The transfer of any Limited Partner Interests and the admission of any new Limited Partner shall not constitute an amendment to this Agreement. A Person may become a Limited Partner or Record Holder of a Limited Partner Interest without the consent or approval of any of the Partners. A Person may not become a Limited Partner without acquiring a Limited Partner Interest and until such Person is reflected in the books and records of the Partnership as the Record Holder of such Limited Partner Interest. The rights and obligations of a Person who is a Non-citizen Assignee shall be determined in accordance with Section 4.9 hereof. (b) The name and mailing address of each Limited Partner shall be listed on the books and records of the Partnership maintained for such purpose by the Partnership or the Transfer Agent. The General Partner shall update the books and records of the Partnership from time to time as necessary to reflect accurately the information therein (or shall cause the Transfer Agent to do so, as applicable). A Limited Partner Interest may be represented by a Certificate, as provided in Section 4.1 hereof. (c) Any transfer of a Limited Partner Interest shall not entitle the transferee to share in the profits and losses, to receive distributions, to receive allocations of income, gain, loss, deduction or credit or any similar item or to any other rights to which the transferor was entitled until the transferee becomes a Limited Partner pursuant to Section 10.2(a).

  • Admission of Substitute Limited Partner (a) Subject to the other provisions of this Article 9, an assignee of the Limited Partnership Interest of a Limited Partner (which shall be understood to include any purchaser, transferee, donee, or other recipient of any disposition of such Limited Partnership Interest) shall be deemed admitted as a Limited Partner of the Partnership only with the consent of the General Partner and upon the satisfactory completion of the following: (i) The assignee shall have accepted and agreed to be bound by the terms and provisions of this Agreement by executing a counterpart or an amendment thereof, including a revised Exhibit A, and such other documents or instruments as the General Partner may require in order to effect the admission of such Person as a Limited Partner. (ii) To the extent required, an amended Certificate evidencing the admission of such Person as a Limited Partner shall have been signed, acknowledged and filed for record in accordance with the Act. (iii) The assignee shall have delivered a letter containing the representation set forth in Section 9.1(a) hereof and the agreement set forth in Section 9.1(b) hereof. (iv) If the assignee is a corporation, partnership or trust, the assignee shall have provided the General Partner with evidence satisfactory to counsel for the Partnership of the assignee’s authority to become a Limited Partner under the terms and provisions of this Agreement. (v) The assignee shall have executed a power of attorney containing the terms and provisions set forth in Section 8.2 hereof. (vi) The assignee shall have paid all legal fees and other expenses of the Partnership and the General Partner and filing and publication costs in connection with its substitution as a Limited Partner. (vii) The assignee has obtained the prior written consent of the General Partner to its admission as a Substitute Limited Partner, which consent may be given or denied in the exercise of the General Partner’s sole and absolute discretion. (b) For the purpose of allocating Profits and Losses and distributing cash received by the Partnership, a Substitute Limited Partner shall be treated as having become, and appearing in the records of the Partnership as, a Partner upon the filing of the Certificate described in Section 9.3(a)(ii) hereof or, if no such filing is required, the later of the date specified in the transfer documents or the date on which the General Partner has received all necessary instruments of transfer and substitution. (c) The General Partner shall cooperate with the Person seeking to become a Substitute Limited Partner by preparing the documentation required by this Section and making all official filings and publications. The Partnership shall take all such action as promptly as practicable after the satisfaction of the conditions in this Article 9 to the admission of such Person as a Limited Partner of the Partnership.

  • Admission of Initial Limited Partners Upon the issuance by the Partnership of Common Units, Subordinated Units and Incentive Distribution Rights to the General Partner, Teekay Shipping Corporation and the Underwriters as described in Sections 5.2 and 5.3 in connection with the Initial Offering, the General Partner shall admit such parties to the Partnership as Initial Limited Partners in respect of the Common Units, Subordinated Units or Incentive Distribution Rights issued to them.

  • Admission of Substituted Limited Partners By transfer of a Unit in accordance with Article 10, the transferor shall be deemed to have given the transferee the right to seek admission as a Substituted Limited Partner subject to the conditions of, and in the manner permitted under, this Agreement. A transferor of a Certificate shall, however, only have the authority to convey to a purchaser or other transferee who does not execute and deliver a Transfer Application (i) the right to negotiate such Certificate to a purchaser or other transferee, and (ii) the right to transfer the right to request admission as a Substituted Limited Partner to such purchaser or other transferee in respect of the transferred Units. Each transferee of a Unit (including, without limitation, any nominee holder or an agent acquiring such Unit for the account of another Person) who executes and delivers a Transfer Application shall, by virtue of such execution and delivery, be an Assignee and be deemed to have applied to become a Substituted Limited Partner with respect to the Units so transferred to such Person. Such Assignee shall become a Substituted Limited Partner (i) at such time as the General Partner consents thereto, which consent may be given or withheld in the General Partner’s sole discretion, and (ii) when any such admission is shown on the books and records of the Partnership, following the consent of the General Partner to such admission. If such consent is withheld, such transferee shall be an Assignee. An Assignee shall have an interest in the Partnership equivalent to that of a Limited Partner with respect to allocations and distributions, including, without limitation, liquidating distributions, of the Partnership. With respect to voting rights attributable to Units that are held by Assignees, the General Partner shall be deemed to be the Limited Partner with respect thereto and shall, in exercising the voting rights in respect of such Units on any matter, vote such Units at the written direction of the Assignee who is the Record Holder of such Units. If no such written direction is received, such Units will not be voted. An Assignee shall have none of the other rights of a Limited Partner.

  • Substituted Limited Partner In the event a Limited Partner transfers all or any part of such Limited Partner’s Limited Partnership Interest in compliance with the provisions of this Article VIII, the transferee of the Limited Partner shall take such Limited Partnership Interest subject to all of the terms and conditions of this Agreement, shall not be considered to have title to such Limited Partnership Interest and shall not have the right to be admitted to the Partnership as a substituted Limited Partner of the Partnership unless the transferring Limited Partner has given the transferee such right and unless: (a) the Company consents in writing to the admission of the transferee into the Partnership as a substituted Limited Partner, which consent may be granted or denied in the sole discretion of the Company; and (b) the transferring Limited Partner and the transferring Limited Partner’s transferee execute and deliver such instruments as the Company deems necessary or desirable to effect such substitution; and (c) such transferee accepts, assumes and agrees in writing to be bound by all of the terms, conditions and provisions of this Agreement; and (d) such transferee pays all reasonable expenses connected with such substitution.

  • 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. (2) A Limited Partner shall have no liability in excess of his obligation to make contributions to the capital of the Partnership and his share of the Partnership’s assets and undistributed profits, subject to the qualifications provided in the Partnership Act.

  • Admission of Partners 48 12.1 Admission of Successor General Partner........................... 48 12.2 Admission of Additional Limited Partners......................... 48 12.3 Amendment of Agreement and Certificate of Limited Partnership....

  • Admission of Additional Limited Partners A. After the admission to the Partnership of the initial Limited Partners on the date hereof, a Person who makes a Capital Contribution to the Partnership in accordance with this Agreement shall be admitted to the Partnership as an Additional Limited Partner only upon furnishing to the General Partner (i) evidence of acceptance in form satisfactory to the General Partner of all of the terms and conditions of this Agreement, including, without limitation, the power of attorney granted in Section 2.4 and (ii) such other documents or instruments as may be required in the discretion of the General Partner in order to effect such Person’s admission as an Additional Limited Partner. B. Notwithstanding anything to the contrary in this Section 12.2, no Person shall be admitted as an Additional Limited Partner without the consent of the General Partner, which consent may be given or withheld in the General Partner’s sole and absolute discretion. The admission of any Person as an Additional Limited Partner shall become effective on the date upon which the name of such Person is recorded on the books and records of the Partnership, following the receipt of the Capital Contribution in respect of such Limited Partner and the consent of the General Partner to such admission. If any Additional Limited Partner is admitted to the Partnership on any day other than the first day of a Partnership Year, then Net Income, Net Loss, each item thereof and all other items allocable among Partners and Assignees for such Partnership Year shall be allocated among such Limited Partner and all other Partners and Assignees by taking into account their varying interests during the Partnership Year using a method selected by the General Partner that is in accordance with Section 706(d) of the Code. All distributions of Available Cash with respect to which the Partnership Record Date is before the date of such admission shall be made solely to Partners and Assignees other than the Additional Limited Partner (other than in its capacity as an Assignee) and, except as otherwise agreed to by the Additional Limited Partners and the General Partner, all distributions of Available Cash thereafter shall be made to all Partners and Assignees including such Additional Limited Partner.

  • Substituted Limited Partners A. No Limited Partner shall have the right to substitute a transferee as a Limited Partner in his or her place (including any transferee permitted by Section 11.3). The General Partner shall, however, have the right to consent to the admission of a transferee of the interest of a Limited Partner pursuant to this Section 11.4 as a Substituted Limited Partner, which consent may be given or withheld by the General Partner in its sole and absolute discretion. The General Partner’s failure or refusal to permit a transferee of any such interests to become a Substituted Limited Partner shall not give rise to any cause of action, whether at law or in equity, against the Partnership or any Partner. B. A transferee who has been admitted as a Substituted Limited Partner in accordance with this Article 11 shall have all the rights and powers and be subject to all the restrictions and liabilities of a Limited Partner under this Agreement. The admission of any transferee as a Substituted Limited Partner shall be subject to the transferee executing and delivering to the General Partner an acceptance of all of the terms and conditions of this Agreement (including without limitation, the provisions of Section 2.4 and such other documents or instruments as may be required to effect the admission), each in form and substance satisfactory to the General Partner) and the acknowledgment by such transferee that each of the representations and warranties set forth in Section 3.4 are true and correct with respect to such transferee as of the date of the transfer of the Partnership Interest to such transferee and will continue to be true to the extent required by such representations and warranties. C. Upon the admission of a Substituted Limited Partner, the General Partner shall amend Exhibit A to reflect the name, address, number of OP Units, and Percentage Interest of such Substituted Limited Partner and to eliminate or adjust, if necessary, the name, address and interest of the predecessor of such Substituted Limited Partner.

  • 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.

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