Dissolution of the Partnership. (a) The Partnership shall not be dissolved by the admission of additional Partners. The Partnership shall dissolve, and its affairs shall be wound up, upon: (i) subject to Section 7.4(q) and Section 7.5(q), an election to dissolve the Partnership by the Managing General Partner of the Partnership generally and the Managing General Partner of each Series that is approved by a Majority in Interest of each of the Series AC and Series LH and a Supermajority Interest of the Series EA and Series ME; (ii) the entry of a decree of judicial dissolution of the Partnership pursuant to the provisions of the Delaware Act; (iii) the termination of the last remaining Series; (iv) at any time that there are no Limited Partners, unless the Partnership is continued without dissolution in accordance with the Delaware Act; or (v) any event that causes a General Partner to cease to be a general partner of the Partnership generally or any Series; provided that the Partnership shall not be dissolved and required to be wound up in connection with any such event if (A) at the time of the occurrence of such event there is at least one remaining general partner of the Partnership generally or any Series who is hereby authorized to and does carry on the business of the Partnership or (B) within 90 days after the occurrence of such event, a Majority in Interest of each of the Series AC and Series LH and a Supermajority Interest of the Series EA and Series ME, agree in writing or vote to continue the business of the Partnership and to the appointment, effective as of the date of such event, if required, of one or more additional general partners of the Partnership generally and, to the extent applicable, each Series. (b) Upon the dissolution of the Partnership as provided herein, the Partnership shall be wound up by winding up each Series in the manner provided by Section 11.3.
Appears in 3 contracts
Samples: Limited Partnership Agreement (Enbridge Energy Partners Lp), Limited Partnership Agreement (Enbridge Energy Partners Lp), Contribution Agreement (Enbridge Energy Partners Lp)
Dissolution of the Partnership. (a) The Partnership shall not be dissolved by the admission of additional Partners. The Partnership shall dissolve, and its affairs shall be wound up, upon:
(i) subject to Section 7.4(q) and Section 7.5(q7.3(q), an election to dissolve the Partnership by the Managing General Partner of the Partnership generally and the Managing General Partner of each Series that is approved by a Majority in Interest of each of the Series AC and Series LH and a Supermajority Interest of the Series EA and Series MESeries;
(ii) the entry of a decree of judicial dissolution of the Partnership pursuant to the provisions of the Delaware Act;
(iii) the termination of the last remaining Series;
(iv) at any time that there are no Limited Partners, unless the Partnership is continued without dissolution in accordance with the Delaware Act; or
(v) any event that causes a General Partner to cease to be a general partner of the Partnership generally or any Series; provided that the Partnership shall not be dissolved and required to be wound up in connection with any such event if (A) at the time of the occurrence of such event there is at least one remaining general partner of the Partnership generally or any Series who is hereby authorized to and does carry on the business of the Partnership or (B) within 90 days after the occurrence of such event, a Majority in Interest of the Limited Partners of each of the Series AC and Series LH and a Supermajority Interest of the Series EA and Series ME, agree in writing or vote to continue the business of the Partnership and to the appointment, effective as of the date of such event, if required, of one or more additional general partners of the Partnership generally and, to the extent applicable, each Series.
(b) Upon the dissolution of the Partnership as provided herein, the Partnership shall be wound up by winding up each Series in the manner provided by Section 11.3.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Enbridge Energy Partners Lp), Contribution Agreement (Enbridge Energy Partners Lp)
Dissolution of the Partnership. (a) The Partnership shall not be dissolved by the admission of additional Partners. The Partnership shall dissolve, and its affairs shall be wound up, upon:
(i) subject to Section 7.4(q7.3(q) and Section 7.5(q7.4(q), an election to dissolve the Partnership by the Managing General Partner of the Partnership generally and the Managing General Partner of each Series that is approved by a Majority in Interest of each of the Series AC and Series LH and a Supermajority Interest of the Series EA and Series MEEA;
(ii) the entry of a decree of judicial dissolution of the Partnership pursuant to the provisions of the Delaware Act;
(iii) the termination of the last remaining Series;
(iv) at any time that there are no Limited Partners, unless the Partnership is continued without dissolution in accordance with the Delaware Act; or
(v) any event that causes a General Partner to cease to be a general partner of the Partnership generally or any Series; provided that the Partnership shall not be dissolved and required to be wound up in connection with any such event if (A) at the time of the occurrence of such event there is at least one remaining general partner of the Partnership generally or any Series who is hereby authorized to and does carry on the business of the Partnership or (B) within 90 days after the occurrence of such event, a Majority in Interest of each of the Series AC and Series LH and a Supermajority Interest of the Series EA and Series MEEA, agree in writing or vote to continue the business of the Partnership and to the appointment, effective as of the date of such event, if required, of one or more additional general partners of the Partnership generally and, to the extent applicable, each Series.
(b) Upon the dissolution of the Partnership as provided herein, the Partnership shall be wound up by winding up each Series in the manner provided by Section 11.3.
Appears in 1 contract
Samples: Limited Partnership Agreement (Enbridge Energy Partners Lp)
Dissolution of the Partnership. (a) The Partnership shall not be dissolved by the admission of additional Partners. The Partnership shall dissolve, and its affairs shall be wound up, upon:
(i) subject to Section 7.3(q), Section 7.4(q) and Section 7.5(q), an election to dissolve the Partnership by the Managing General Partner of the Partnership generally and the Managing General Partner of each Series that is approved by a Majority in Interest of each of the Series AC and Series LH and a Supermajority Interest of the Series EA and Series ME;
(ii) the entry of a decree of judicial dissolution of the Partnership pursuant to the provisions of the Delaware Act;
(iii) the termination of the last remaining Series;
(iv) at any time that there are no Limited Partners, unless the Partnership is continued without dissolution in accordance with the Delaware Act; or
(v) any event that causes a General Partner to cease to be a general partner of the Partnership generally or any Series; provided that the Partnership shall not be dissolved and required to be wound up in connection with any such event if (A) at the time of the occurrence of such event there is at least one remaining general partner of the Partnership generally or any Series who is hereby authorized to and does carry on the business of the Partnership or (B) within 90 days after the occurrence of such event, a Majority in Interest of each of the Series AC and Series LH and a Supermajority Interest of the Series EA and Series ME, agree in writing or vote to continue the business of the Partnership and to the appointment, effective as of the date of such event, if required, of one or more additional general partners of the Partnership generally and, to the extent applicable, each Series.
(b) Upon the dissolution of the Partnership as provided herein, the Partnership shall be wound up by winding up each Series in the manner provided by Section 11.3.
Appears in 1 contract
Samples: Limited Partnership Agreement (Enbridge Energy Partners Lp)