Admission of Limited Partner. Exhibits to Partnership ----------------------------------------------------- Agreement. In accordance with Section 12.2(b), Contributor is hereby admitted as --------- an Additional Limited Partner. In order to duly reflect the issuance of Series H Preferred Units provided for herein, the Partnership Agreement will be amended by deleting Exhibit A attached thereto and substituting Exhibit A attached hereto therefor.
Admission of Limited Partner. The General Partner shall require an assignee of a Limited Partner to execute as a condition to his admission as a Limited Partner, a Power of Attorney satisfying the requirements of this Article.
Admission of Limited Partner. (a) By acceptance of the transfer of any Limited Partner Interests in accordance with this Section 10.1 or the issuance of any Limited Partner Interests in a merger or consolidation pursuant to Article XIV, and except as provided in Section 4.7, each transferee of 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 to such Person when any such transfer or admission is reflected in the books and records of the Partnership, with or without execution of this Agreement, (ii) shall become bound by the terms of, and shall be deemed to have executed, this Agreement, (iii) shall become the Record Holder of the Limited Partner Interests so transferred, (iv) represents that the transferee has the capacity, power and authority to enter into this Agreement, (v) grants the powers of attorney set forth in this Agreement and (vi) makes the consents and waivers contained in this Agreement. 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 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 4.7.
(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.
(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 e...
Admission of Limited Partner. Amendments to this Agreement for the admission of any Limited Partner or Substituted Limited Partner shall not, if in accordance with the terms of this Agreement, require the consent of any Limited Partner.
Admission of Limited Partner. An assignee of a Limited Partner Interest shall be admitted to the Partnership as a Limited Partner upon receipt by the General Partner of a counterpart signature page to this Agreement and other documents, in form and substance satisfactory to the General Partner in its sole discretion, as may be required to effect such admission and to evidence such assignee’s (i) acceptance of the terms and conditions of, (ii) authority to enter into and (iii) agreement to the consents and waivers contained in this Agreement.
Admission of Limited Partner. The General Partner shall require an Assignee of a Limited Partner to execute, among the conditions of his admission as a Limited Partner, a Power of Attorney satisfying the requirements of this Article.
Admission of Limited Partner. When a transferee or assignee is entitled to become Partner pursuant to the provisions hereof, subject to any provisions contained in the Certificate of Limited Partnership; the General Partner shall be authorized to admit such person to the Limited Partnership as a Partner and the Limited Partners hereby consent to the admission of, and will admit, the transferee to the Limited Partnership as a Partner, without further act of the Limited Partners. The General Partner, or the Registrar and Transfer Agent if not the General Partner, will:
(a) record at the registered office of the Limited Partnership in British Columbia any such assignment and transfer;
(b) if necessary, amend the declaration showing the name of the transferee as a substituted Limited Partner;
(c) make such filings and cause to be made such recordings as are required by law;
(d) forward notice of the transfer to the transferee; and
(e) issue and forward a Unit Certificate to the transferee in respect of the Units transferred.
Admission of Limited Partner. (a) The General Partner and the initial limited partner hereby continue the Partnership as a limited partnership under and pursuant to the Delaware Act.
(b) On the date hereof, the Public Employees' Retirement Association of Colorado shall, upon execution and delivery by (or pursuant to a power-of-attorney, on behalf of) such Person and the General Partner of counterparts of this Agreement, become the Limited Partner and shall be shown as such on the books and records of the Partnership.
(c) On the date hereof, following the admission of the Public Employees' Retirement Association of Colorado to the Partnership, the initial limited partner shall withdraw from the Partnership and shall be entitled to receive the return of his contribution without interest or deduction.
Admission of Limited Partner. Effective as of the date hereof, Rxxxxxx Xxxxx has become a limited partner of the Partnership with all of the rights, powers, privileges, duties, responsibilities, liabilities and obligations of a limited partner under the Partnership Agreement, effective as of the effective date of the merger.
Admission of Limited Partner. At Closing (as defined in the Contribution and Exchange Agreement), TCP Holdco will be admitted to the Partnership as a Limited Partner and the books and records of the Partnership shall be amended to reflect the issuance of the Class B-4 Units pursuant to the Contribution and Exchange Agreement, list the Class B-4 Units as vested and reflect the admission of TCP Holdco as a Limited Partner.
