Amendments to the Partnership Agreement Sample Clauses
Amendments to the Partnership Agreement. Article XXII of the Partnership Agreement is hereby amended to read in its entirety as follows:
Amendments to the Partnership Agreement. At the effective time of the Merger, the Partnership Agreement shall be amended as follows:
(a) In the first paragraph of the Partnership Agreement, the following words are deleted: “pursuant to the Uniform Limited Partnership Act of the State of California.”
(b) All other references therein to the Uniform Limited Partnership Act of the State of California or to the Uniform Limited Partnership Act of California shall be deemed to refer to the Delaware Revised Uniform Limited Partnership Act.
(c) Section 1 of the Partnership Agreement is hereby amended and restated to read in its entirety as follows:
1.1 The name of the Partnership is National Property Investors III, LP, and its principal place of business is 00 Xxxxxxx Xxxxx, P.O. Box 1089, Greenville, South Carolina 29602 and thereafter such other place or places as the Managing General Partner may from time to time determine.
1.2 National Property Investors III was originally formed as a limited partnership (the “California Partnership”) pursuant to the provisions of the California Uniform Limited Partnership Act, upon the terms and conditions set forth in an agreement made as of February 1, 1979. Pursuant to an Agreement and Plan of Merger, dated as of February 11, 2011, by and between the California Partnership and National Property Investors III, LP, a Delaware limited partnership (the “Delaware Partnership”), the California Partnership was merged with and into the Delaware Partnership, with the Delaware Partnership as the surviving entity (the “Surviving Entity”) in the merger (the “Merger”). At the effective time of the Merger (the “Effective Time”), the Merger had the effect provided by applicable law, and the following consequences: (a) the certificate of limited partnership of the Delaware Partnership in effect immediately prior to the Effective Time became the certificate of limited partnership of the Surviving Entity; (b) the partnership agreement of the California Partnership in effect immediately prior to the Effective Time, as amended as set forth on Annex A to the Merger Agreement, became the partnership agreement of the Surviving Entity (as so amended, the “Partnership Agreement”); (c) NPI Equity Investments, Inc., a Florida corporation, remained as sole Managing General Partner of the Surviving Entity, and its interest in the California Partnership immediately prior to the Effective Time was converted into an equivalent interest in the Surviving Entity; (d) the interest of the general par...
Amendments to the Partnership Agreement. At the effective time of the Merger, the Partnership Agreement shall be amended as follows:
(a) Section 1.01 of the Partnership Agreement is hereby amended and restated to read in its entirety as follows:
Amendments to the Partnership Agreement. (a) Each Partner agrees that the Board of Directors, without the approval of any Partner, may amend or modify, as applicable, any provision of this Agreement and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect:
(i) a change in the name of the Partnership, the location of the principal office of the Partnership, the registered agent of the Partnership or the registered office of the Partnership;
(ii) admission, substitution, withdrawal or removal of Partners in accordance with this Agreement;
(iii) a change that the Board of Directors determines to be necessary or appropriate to qualify or continue the qualification of the Partnership as a limited partnership or a partnership in which the Limited Partners have limited liability under the laws of any state or to ensure that the Operating Partnership and the Operating Partnership’s Subsidiaries will not be treated as associations taxable as corporations or otherwise taxed as entities for federal income tax purposes;
(iv) a change that the Board of Directors determines (A) does not adversely affect the Limited Partners considered as a whole or any particular class of Partnership Interests as compared to other classes of Partnership Interests in any material respect, (B) to be necessary or appropriate to (1) satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any federal or state agency or judicial authority or contained in any federal or state statute (including the Delaware Act) or (2) facilitate the trading of the Units (including the division of any class or classes of Outstanding Units into different classes to facilitate uniformity of tax consequences within such classes of Units) or comply with any rule, regulation, guideline or requirement of any National Securities Exchange on which the Units are or will be listed or admitted to trading, (C) to be necessary or appropriate in connection with action taken by the Board of Directors pursuant to Section 5.6 or (D) is required to effect the intent of the provisions of this Agreement or is otherwise contemplated by this Agreement;
(v) a change in the fiscal year or taxable year of the Partnership and any other changes that the Board of Directors determines to be necessary or appropriate as a result of a change in the fiscal year or taxable year of the Partnership including a change in the definition of “Quarter” an...
Amendments to the Partnership Agreement. (a) Article I of the Partnership Agreement is hereby amended by adding the following new defined terms in the applicable alphabetical order:
Amendments to the Partnership Agreement. Section 1.1 of the Partnership Agreement is hereby amended by inserting the following definitions alphabetically:
Amendments to the Partnership Agreement. Except as set forth herein, the Partnership Agreement shall remain in full force and effect.
(a) Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to them in the Partnership Agreement. In addition, the following defined terms are hereby added to Article 1 of the Partnership Agreement:
Amendments to the Partnership Agreement. At the effective time of the merger, the Partnership Agreement shall be amended as follows:
(a) All occurrences of the phrase “Angeles Income Properties, Ltd. 6” in the Partnership Agreement shall be replaced with the phrase “Angeles Income Properties 6, LP.”
(b) All references in the Partnership Agreement to any law, statute or regulation of the state of California shall be deemed to refer to the corresponding laws, statutes and regulations of the state of Delaware.
(c) All occurrences of the phrase “the State of California” in the Partnership Agreement shall be replaced with the phrase “the State of Delaware.”
(d) Article 1 Section 1.4 of the Partnership Agreement is hereby amended and restated to read in its entirety as follows:
Amendments to the Partnership Agreement. The Partnership Agreement is hereby amended by adding the following as a new Article 5.
Amendments to the Partnership Agreement. The Company and the Partnership hereby amend the Partnership Agreement as follows:
A. Article I of the Partnership Agreement is hereby amended to add the following definitions: