Common use of Amendments and Actions without Consent of the General Partner Clause in Contracts

Amendments and Actions without Consent of the General Partner. At any meeting of the Limited Partners, upon the affirmative vote (which may be in person or by proxy) of Limited Partners owning more than 50% of the Units then owned by Limited Partners, the following actions may be taken without the consent of the General Partner: (i) this Agreement may be amended in accordance with, and only to the extent permissible under, the Act; provided, however, that no such amendment shall, without the consent of all Partners affected thereby, change or alter the provisions of this proviso, reduce the capital account of any Partner, or modify the percentage of profits, losses, or distributions to which any Partner is entitled; (ii) the Partnership may be dissolved; (iii) the General Partner may be removed and replaced; (iv) a new general partner or general partners may be elected if the General Partner terminates or liquidates or elects to withdraw from the Partnership pursuant to Section 12, or becomes insolvent, bankrupt, or is dissolved; (v) any contracts with the General Partner or any of its Affiliates may be terminated without penalty on not less than 60 days’ prior written notice; and (vi) the sale of all or substantially all of the assets of the Partnership may be approved. Notwithstanding the foregoing, no such action shall adversely affect the status of the Limited Partners as limited partners under the Act or the classification of the Partnership as a partnership under the federal income tax laws; Units owned by the General Partner and any Affiliate thereof shall not be voted on the matters described in clauses (iii) and (v) above or on any matter described in clauses (i), (ii), (iv), or (vi), if it entails a transaction between the Partnership and the General Partner or any Affiliate thereof; and, in determining the percentage of outstanding Units voting on any matter described above, any Units owned by the General Partner or any Affiliate thereof shall not be included. Any action which shall have been approved by the percentage of outstanding Units prescribed above shall be deemed to have been approved by all Limited Partners.

Amendments and Actions without Consent of the General Partner. At any meeting of the Limited Partners, upon the affirmative vote (which may be in person or by proxy) of Limited Partners owning more than 50% of the Units then owned by Limited Partners, the following actions may be taken without the consent of the General Partner: (i) this Agreement may be amended in accordance with, and only to the extent permissible under, the Act; provided, however, that no such amendment shall, without the consent of all Partners affected thereby, change or alter the provisions of this proviso, reduce the capital account of any Partner, or modify the percentage of profits, losses, or distributions to which any Partner is entitled; (ii) the Partnership may be dissolved; (iii) the General Partner may be removed and replaced; (iv) a new general partner or general partners may be elected if the General Partner terminates or liquidates or elects to withdraw from the Partnership pursuant to Section 12, or becomes insolvent, bankrupt, or is dissolved; (v) any contracts with the General Partner or any of its Affiliates may be terminated without penalty on not less than 60 days’ prior written notice; and (vi) the sale of all or substantially all of the assets of the Partnership may be approved. Notwithstanding the foregoing; provided, however, that no such action shall adversely affect the status of the Limited Partners as limited partners under the Act or the classification of the Partnership as a partnership under the federal income tax laws; and provided further, that Units owned by the General Partner and any Affiliate thereof shall not be voted on the matters described in clauses (iii) and (v) above or on any matter described in clauses (i), (ii), (iv), or (vi), if it entails a transaction between the Partnership and the General Partner or any Affiliate thereof; and, in determining the percentage of outstanding Units voting on any matter described above, any Units owned by the General Partner or any Affiliate thereof shall not be included. Any action which shall have been approved by the percentage of outstanding Units prescribed above shall be deemed to have been approved by all Limited Partners.

Amendments and Actions without Consent of the General Partner. At any meeting of the Limited Partnerscalled pursuant to Paragraph 17(b), upon the approval by an affirmative vote (which may be in person or by proxy) of Limited Partners owning more than 50% of the each Class of Units of Limited Partnership Interest then owned by Limited Partnersoutstanding, the following actions may be taken without the consent of the General Partnertaken: (i) this Agreement may be amended in accordance with, with and only to the extent permissible under, under the Partnership Act; provided, however, that no such amendment shall, without the consent of all Partners affected thereby, change or alter the provisions of this proviso, reduce the capital account of any Partner, or modify the percentage of profits, losses, or distributions to which any Partner is entitled; (ii) the Partnership may be dissolved; (iii) if the General Partner may be removed and replaced; (iv) elects to withdraw from the Partnership, a new general partner or general partners may be elected if admitted immediately prior to the withdrawal of the General Partner terminates or liquidates or elects to withdraw from provided that the new general partner of the Partnership pursuant to Section 12, or becomes insolvent, bankrupt, or is dissolvedshall continue the business of the Partnership without dissolution; (viii) any contracts with the General Partner or Partner. any of its Affiliates affiliates or any commodity trading advisor to the Partnership may be terminated without penalty on not less than 60 sixty days’ prior written noticenotice without penalty; and (viiv) the sale of all or substantially all of the assets of the Partnership may be approved. Notwithstanding the foregoing; provided, however, that no such action shall may be taken unless the Partnership has been furnished with an opinion of counsel that the action to be taken will not adversely affect the status liability of the Limited Partners as limited partners under and that the Act or the classification of action is permitted by the Partnership as a partnership under Act. At any meeting called pursuant to Paragraph 17(b), upon the federal income tax laws; approval by an affirmative vote (which may be in person or by proxy) of Limited Partners owning more than 50% of each Class of Units of Limited Partnership interest then outstanding (excluding Units of Limited Partnership interest owned by the General Partner and any Affiliate thereof shall not be voted on the matters described in clauses (iii) and (v) above or on any matter described in clauses (i)Partner, (ii), (iv), or (vi), if it entails a transaction between the Partnership and an affiliate of the General Partner or their employees), the following actions may be taken: (i) the Partnership may be dissolved; (ii) the General Partner may be removed and a new general partner may be admitted immediately prior to the removal of the General Partner provided that the next general partner of the Partnership shall continue the business or the Partnership without dissolution: and (iii) the Partnership shall vote to terminate any Affiliate thereof; and, in determining the percentage of outstanding Units voting on any matter described above, any Units owned collective investment vehicle operated by the General Partner into which the Partnership’s assets are invested (a “Master Fund”), in accordance with the organizational documents of such Master Fund. As used in this Paragraph 17(c), “affiliate” shall mean any entity that directly or any Affiliate thereof shall not be included. Any action which shall have been approved indirectly controls is controlled by or is under common control with the percentage of outstanding Units prescribed above shall be deemed to have been approved by all Limited PartnersGeneral Partner.

Amendments and Actions without Consent of the General Partner. At any meeting called pursuant to Paragraph 17(b), upon the approval by an affirmative vote (which may be in person or by proxy) of Limited Partners owning more than 50% of each Class of Units of Limited Partnership Interest then outstanding, the following actions may be taken: (1) this Agreement may be amended in accordance with and only to the extent permissible under the Partnership Act; (2) if the General Partner elects to withdraw from the Partnership, a new general partner or general partners may be admitted immediately prior to the withdrawal of the General Partner provided that the new general partner of the Partnership shall continue the business of the Partnership without dissolution; (3) any contracts with the General Partner, any of its affiliates or any commodity trading advisor to the Partnership may be terminated on sixty days’ notice without penalty; and (4) the sale of all of the assets of the Partnership may be approved; provided, however, that no such action may be taken unless the Partnership has been furnished with an opinion of counsel that the action to be taken will not adversely affect the liability of the Limited PartnersPartners and that the action is permitted by the Partnership Act. At any meeting called pursuant to Paragraph 17(b), upon the approval by an affirmative vote (which may be in person or by proxy) of Limited Partners owning more than 50% of the outstanding Units then of Limited Partnership Interest (excluding Units of Limited Partnership Interest owned by Limited Partnersthe General Partner, an affiliate of the General Partner or their employees), the following actions may be taken without the consent of the General Partnertaken: (i) this Agreement may be amended in accordance with, and only to the extent permissible under, the Act; provided, however, that no such amendment shall, without the consent of all Partners affected thereby, change or alter the provisions of this proviso, reduce the capital account of any Partner, or modify the percentage of profits, losses, or distributions to which any Partner is entitled; (ii1) the Partnership may be dissolved; (iii2) the General Partner may be removed and replaced; (iv) a new general partner or general partners may be elected if admitted immediately prior to the removal of the General Partner terminates or liquidates or elects to withdraw from provided that the new general partner of the Partnership pursuant to Section 12, or becomes insolvent, bankrupt, or is dissolved; (v) any contracts with shall continue the General Partner or any business of its Affiliates may be terminated the Partnership without penalty on not less than 60 days’ prior written noticedissolution; and (vi3) the sale of all or substantially all of the assets of the Partnership may be approved. Notwithstanding the foregoing, no such action shall adversely affect the status of the Limited Partners as limited partners under the Act or the classification of the Partnership as a partnership under the federal income tax laws; Units owned vote to terminate any collective investment vehicle operated by the General Partner and any Affiliate thereof shall not be voted on into which the matters described in clauses Partnership’s assets are invested (iii) and (v) above or on any matter described in clauses (ia “Master Fund”), (iiin accordance with the organizational documents of such Master Fund. As used in this Paragraph 17(c), (iv)“affiliate” shall mean any entity that directly or indirectly controls, is controlled by or (vi), if it entails a transaction between the Partnership and is under common control with the General Partner or any Affiliate thereof; and, in determining the percentage of outstanding Units voting on any matter described above, any Units owned by the General Partner or any Affiliate thereof shall not be included. Any action which shall have been approved by the percentage of outstanding Units prescribed above shall be deemed to have been approved by all Limited PartnersPartner.

Amendments and Actions without Consent of the General Partner. At any meeting of the Limited Partnerscalled pursuant to Paragraph 17(b), upon the approval by an affirmative vote (which may be in person or by proxy) of Limited Partners owning more than 50% of the each Class of Units of Limited Partnership Interest then owned by Limited Partnersoutstanding, the following actions may be taken without the consent of the General Partnertaken: (i1) this Agreement may be amended in accordance with, with and only to the extent permissible under, under the Partnership Act; provided, however, that no such amendment shall, without the consent of all Partners affected thereby, change or alter the provisions of this proviso, reduce the capital account of any Partner, or modify the percentage of profits, losses, or distributions to which any Partner is entitled; (ii2) the Partnership may be dissolved; (iii) if the General Partner may be removed and replaced; (iv) elects to withdraw from the Partnership, a new general partner or general partners may be elected if admitted immediately prior to the withdrawal of the General Partner terminates or liquidates or elects to withdraw from provided that the new general partner of the Partnership pursuant to Section 12, or becomes insolvent, bankrupt, or is dissolvedshall continue the business of the Partnership without dissolution; (v3) any contracts with the General Partner or Partner, any of its Affiliates affiliates or any commodity trading advisor to the Partnership may be terminated without penalty on not less than 60 sixty days’ prior written noticenotice without penalty; and (vi4) the sale of all or substantially all of the assets of the Partnership may be approved. Notwithstanding the foregoing; provided, however, that no such action shall may be taken unless the Partnership has been furnished with an opinion of counsel that the action to be taken will not adversely affect the status liability of the Limited Partners as limited partners under and that the Act or the classification of action is permitted by the Partnership as a partnership under Act. At any meeting called pursuant to Paragraph 17(b), upon the federal income tax laws; approval by an affirmative vote (which may be in person or by proxy) of Limited Partners owning more than 50% of each Class of Units of Limited Partnership Interest then outstanding (excluding Units of Limited Partnership Interest owned by the General Partner and any Affiliate thereof shall not be voted on the matters described in clauses (iii) and (v) above or on any matter described in clauses (i)Partner, (ii), (iv), or (vi), if it entails a transaction between the Partnership and an affiliate of the General Partner or their employees), the following actions may be taken: (1) the Partnership may be dissolved; (2) the General Partner may be removed and a new general partner may be admitted immediately prior to the removal of the General Partner provided that the new general partner of the Partnership shall continue the business of the Partnership without dissolution; and (3) the Partnership shall vote to terminate any Affiliate thereof; and, in determining the percentage of outstanding Units voting on any matter described above, any Units owned collective investment vehicle operated by the General Partner into which the Partnership’s assets are invested (a “Master Fund”), in accordance with the organizational documents of such Master Fund. As used in this Paragraph 17(c), “affiliate” shall mean any entity that directly or any Affiliate thereof shall not be included. Any action which shall have been approved indirectly controls, is controlled by or is under common control with the percentage of outstanding Units prescribed above shall be deemed to have been approved by all Limited PartnersGeneral Partner.

Amendments and Actions without Consent of the General Partner. At any meeting of the Limited Partnerscalled pursuant to Paragraph 17(b), upon the approval by an affirmative vote (which may be in person or by proxy) of Limited Partners owning more than 50% of the each Class of Units of Limited Partnership Interest then owned by Limited Partnersoutstanding, the following actions may be taken without the consent of the General Partnertaken: (i) this Agreement may be amended in accordance with, with and only to the extent permissible under, under the Partnership Act; provided, however, that no such amendment shall, without the consent of all Partners affected thereby, change or alter the provisions of this proviso, reduce the capital account of any Partner, or modify the percentage of profits, losses, or distributions to which any Partner is entitled; (ii) the Partnership may be dissolved; (iii) if the General Partner may be removed and replaced; (iv) elects to withdraw from the Partnership, a new general partner or general partners may be elected if admitted immediately prior to the withdrawal of the General Partner terminates or liquidates or elects to withdraw from provided that the new general partner of the Partnership pursuant to Section 12, or becomes insolvent, bankrupt, or is dissolvedshall continue the business of the Partnership without dissolution; (viii) any contracts with the General Partner or Partner, any of its Affiliates affiliates or any commodity trading advisor to the Partnership may be terminated without penalty on not less than 60 sixty days’ prior written noticenotice without penalty; and (viiv) the sale of all or substantially all of the assets of the Partnership may be approved. Notwithstanding the foregoing; provided, however, that no such action shall may be taken unless the Partnership has been furnished with an opinion of counsel that the action to be taken will not adversely affect the status liability of the Limited Partners as limited partners under and that the Act or the classification of action is permitted by the Partnership as a partnership under Act. At any meeting called pursuant to Paragraph 17(b), upon the federal income tax laws; approval by an affirmative vote (which may be in person or by proxy) of Limited Partners owning more than 50% of each Class of Units of Limited Partnership Interest then outstanding (excluding Units of Limited Partnership Interest owned by the General Partner and any Affiliate thereof shall not be voted on the matters described in clauses (iii) and (v) above or on any matter described in clauses (i)Partner, (ii), (iv), or (vi), if it entails a transaction between the Partnership and an affiliate of the General Partner or their employees), the following actions may be taken: (i) the Partnership may be dissolved; (ii) the General Partner may be removed and a new general partner may be admitted immediately prior to the removal of the General Partner provided that the new general partner of the Partnership shall continue the business of the Partnership without dissolution; and (iii) the Partnership shall vote to terminate any Affiliate thereof; and, in determining the percentage of outstanding Units voting on any matter described above, any Units owned collective investment vehicle operated by the General Partner into which the Partnership’s assets are invested (a “Master Fund”), in accordance with the organizational documents of such Master Fund. As used in this Paragraph 17(c), “affiliate” shall mean any entity that directly or any Affiliate thereof shall not be included. Any action which shall have been approved indirectly controls, is controlled by or is under common control with the percentage of outstanding Units prescribed above shall be deemed to have been approved by all Limited PartnersGeneral Partner.

Amendments and Actions without Consent of the General Partner. At any meeting of the Limited Partnerscalled pursuant to Paragraph 17(b), upon the approval by an affirmative vote (which may be in person or by proxy) of Limited Partners owning more than 50% of each Class of Units of Limited Partnership Interest then outstanding, the following actions may be taken: (i) this Agreement may be amended in accordance with the Partnership Act; (ii) if the General Partner elects to withdraw from the Partnership a new general partner or general partners may be admitted immediately prior to withdrawal of the General Partner provided that the new general partner of the Partnership shall continue the business of the Partnership without dissolution; (iii) any contracts with the General Partner, any of its affiliates or any commodity trading advisor to the Partnership may be terminated on sixty days’ notice without penalty; and (iv) the sale of all the assets of the Partnership may be approved. At any meeting called pursuant to Paragraph 17(b), upon the approval by an affirmative vote (which may be in person or by proxy) of Limited Partners owning more than 50% of the outstanding Units then of Limited Partnership Interest (excluding Units of Limited Partnership Interest owned by Limited Partnersthe General Partner, an affiliate of the General Partner or their employees), the following actions may be taken without the consent of the General Partnertaken: (i) this Agreement may be amended in accordance with, and only to the extent permissible under, the Act; provided, however, that no such amendment shall, without the consent of all Partners affected thereby, change or alter the provisions of this proviso, reduce the capital account of any Partner, or modify the percentage of profits, losses, or distributions to which any Partner is entitled; (ii) the Partnership may be dissolved; (iiiii) the General Partner may be removed and replaced; (iv) a new general partner or general partners may be elected if admitted immediately prior to the removal of the General Partner terminates or liquidates or elects to withdraw from provided that the new general partner of the Partnership pursuant to Section 12, or becomes insolvent, bankrupt, or is dissolved; (v) any contracts with shall continue the General Partner or any business of its Affiliates may be terminated the Partnership without penalty on not less than 60 days’ prior written noticedissolution; and (viiii) the sale of all or substantially all of the assets of the Partnership may be approved. Notwithstanding the foregoing, no such action shall adversely affect the status of the Limited Partners as limited partners under the Act or the classification of the Partnership as a partnership under the federal income tax laws; Units owned vote to terminate any collective investment vehicle operated by the General Partner and any Affiliate thereof shall not be voted on into which the matters described in clauses Partnership’s assets are invested (iii) and (v) above or on any matter described in clauses (ia “Master Fund”), (iiin accordance with the organizational documents of such Master Fund. As used in this Paragraph 17(c), (iv)“affiliate” shall mean any entity that directly or indirectly controls, is controlled by or (vi), if it entails a transaction between the Partnership and is under common control with the General Partner or any Affiliate thereof; and, in determining the percentage of outstanding Units voting on any matter described above, any Units owned by the General Partner or any Affiliate thereof shall not be included. Any action which shall have been approved by the percentage of outstanding Units prescribed above shall be deemed to have been approved by all Limited PartnersPartner.