Election to Continue the Partnership Sample Clauses

Election to Continue the Partnership. Upon the occurrence of an event with respect to the General Partner described in Section 4.02(a)(4) of the Act, the General Partner shall, within thirty (30) days thereafter, provide written notice thereof to each of the Partners. Following the occurrence of any such event, the Partnership shall not be dissolved and its business shall be continued with the Partnership properties and assets, and such properties and assets shall not be liquidated, if, within ninety (90) days after the occurrence of such event, the Limited Partners unanimously agree in writing to continue the Partnership and to elect a Person to be admitted to the Partnership as successor general partner thereof, who shall be required to assume all of the obligations of the General Partner. Upon the satisfaction of all conditions necessary to the continuation of the Partnership, including the admission of a successor general partner thereof and the amendment of the Partnership’s Certificate to the extent required by applicable law, the Partnership shall be continued without any further consent or approval of any Partner, in which case the Partnership shall continue to conduct the business of the Partnership with the Partnership’s properties and assets in accordance with, and the Partnership and interests of the Partners shall continue to be governed by, the terms and provisions of this Agreement. If the business of the Partnership is continued pursuant to this Section 11.2, the withdrawing General Partner’s interest in the Partnership shall thereafter be held as an interest of a Limited Partner, and the interest in the Partnership acquired by the successor general partner shall (if acquired from the Partnership) reduce the interests of all other Partners (including the withdrawing General Partner) ratably in relation to their interest in the Partnership prior to such reduction.
Sample 1Sample 2Sample 3See All (10)
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Election to Continue the Partnership. Following a Liquidating Event described in Section 11.1(b)(i) or (v) hereof, the business of the Partnership shall be continued with the Partnership properties and assets, and such properties and assets shall not be liquidated, provided the Partnership is continued as set forth in this Section 11.1(c). If the Partnership is so dissolved, the Partnership and its business shall be continued pursuant to this Section 11.1(c) if, within 90 days after the occurrence of such Liquidating Event, a Majority in Interest of the remaining Partners elect to continue the Partnership and elect a Person to be admitted to the Partnership as successor General Partner. Upon the satisfaction of all conditions necessary to the continuation of the Partnership, including the admission of a successor General Partner and the amendment of the Partnership's Certificate (if required by applicable law), the Partnership shall be continued without any further Approval of any Partner, in which case the Partnership shall continue to conduct the business of the Partnership with the Partnership's properties and assets in accordance with, and the Partnership and interests of the Partners shall continue to be governed by, the terms and provisions of this Agreement.
Sample 1See All (4)
Election to Continue the Partnership. Upon the occurrence of an event set forth in Section 10.1(b) herein, the business of the Partnership shall continue to be carried on if, within ninety (90) days after the occurrence of such event, the remaining Partners elect to continue the Partnership by the affirmative vote of a majority of the remaining Partners. Upon such election, the business of the Partnership shall continue pursuant to this Agreement and under the Act; provided, however that the remaining Partners then elect a substitute General Partner who agrees to act as General Partner and continue the Partnership. A substitute General Partner may be elected by the vote of the minimum proportion of remaining Partners then permitted by law, but not less than a majority in interest. If a substitute General Partner is so elected and accepts, the substitute General Partner shall acquire from the departed General Partner(s) an interest in the Partnership that entitles the substitute General Partner to hold in the aggregate at least a one per cent (1%) interest in all items or amounts allocated or distributed as specified pursuant to Article IV. Subject to other written agreements and exceptions agreed to by all the remaining Partners, the substitute General Partner shall assume from and after the date of substitution and upon becoming a party to this Agreement, all the rights, powers, and obligations of a General Partner under this Agreement. In the event a substituted General Partner has not been appointed and admitted within a reasonable time after the special meeting called pursuant to this section, and there is no General Partner remaining, the Partnership shall be dissolved and liquidated as provided in Section 10.2.
Sample 1
Election to Continue the Partnership. (a) Notwithstanding Section 12.1, upon an event of dissolution described in Section 12.1 (e), (f) or (g), the General Partner then remaining shall cease to be authorized to act as General Partner hereunder ("Unauthorized General Partner") and the Partnership shall be dissolved and wound-up and liquidated pursuant to Section 12.2, unless the Limited Partners exercise the Voting Rights, within 90 days after such event, to continue the business of the Partnership and designate a substitute General Partner(s). Upon the occurrence of the above, the continuing limited partnership shall be on substantially identical terms to the Partnership and shall carry on the business of the Partnership. The continuing limited partnership shall succeed to all rights and assets of the Partnership and shall by this Agreement (and without the need for any further act or instrument) assume the liabilities thereof.
Sample 1
Election to Continue the Partnership. (a) Despite the provisions of Section 13.01(c), the Partnership shall not be dissolved and shall not be required to be wound up by reason of an Event of Withdrawal of a General Partner, even if no other General Partner carries on the business of the Partnership as permitted by that Section, if, within ninety (90) days after such Event of Withdrawal, all Partners agree in writing to continue the business of the Partnership and, if there is no remaining General Partner, to the appointment, effective as of the date of withdrawal, of one or more Successor General Partners.
Sample 1

Related to Election to Continue the Partnership

  • No Obligation to Continue Employment Neither the Company nor any Subsidiary is obligated by or as a result of the Plan or this Agreement to continue the Grantee in employment and neither the Plan nor this Agreement shall interfere in any way with the right of the Company or any Subsidiary to terminate the employment of the Grantee at any time.

  • No Obligation to Continue Service This Agreement is not an agreement of consultancy. This Agreement does not guarantee that the Company or its affiliates will retain, or continue to retain, the Participant during the entire, or any portion of the, term of this Agreement, including but not limited to any period during which the Restricted Units are outstanding, nor does it modify in any respect the Company or its affiliate’s right to terminate or modify the Participant’s consultancy or compensation.

  • No Right to Continue Service or Employment Nothing herein shall be construed to confer upon the Participant the right to continue in the employ or to provide services to the Company or any Subsidiary, whether as an Employee or as a Contractor or as an Outside Director, or interfere with or restrict in any way the right of the Company or any Subsidiary to discharge the Participant as an Employee, Contractor, or Outside Director at any time.

  • No Right to Continue Employment This Agreement shall not confer upon Holder any right with respect to continuance of employment with a Participating Company nor shall it interfere in any way with the right of a Participating Company to terminate the Holder’s employment at any time.

  • No Obligation to Continue Service Relationship Neither the Company nor any Subsidiary is obligated by or as a result of the Plan or this Award Agreement to continue the Grantee in employment or other service relationship and neither the Plan nor this Award Agreement shall interfere in any way with the right of the Company or any Subsidiary to terminate the employment or other service relationship of the Grantee at any time.

  • Consideration to Company In consideration of the granting of this Option by the Company, the Optionee agrees to render faithful and efficient services to the Company or a Subsidiary, with such duties and responsibilities as the Company shall from time to time prescribe, until the next annual meeting of stockholders of the Company. Nothing in the Plan or this Agreement shall confer upon any Optionee any right to continue as a director of the Company, or shall interfere with or restrict in any way the rights of the Company and any Subsidiary, which are hereby expressly reserved, to discharge the Optionee at any time for any reason whatsoever, with or without good cause.

  • RIGHT TO CONTINUED EMPLOYMENT Nothing in the Plan or this Agreement shall confer on you any right to continue in the employ of the Company or any subsidiary or affiliate of the Company or any specific position or level of employment with the Company or any subsidiary or affiliate of the Company or affect in any way the right of the Employer to terminate your employment without prior notice at any time for any reason or no reason.

  • COMPENSATION TO CONSULTANT The Consultant's compensation for the Consulting Services shall be as set forth in Exhibit B attached hereto and incorporated herein by this reference.

  • Consideration to the Company In consideration of the grant of the Option by the Company, the Participant agrees to render faithful and efficient services to the Company or any Subsidiary. Nothing in the Plan or this Agreement shall confer upon the Participant any right to continue in the employ or service of the Company or any Subsidiary or shall interfere with or restrict in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of the Participant at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and the Participant.

  • FORM OF ELECTION TO PURCHASE (To be executed if the registered holder desires to exercise Rights represented by the Rights Certificate.) To: SCIENTIFIC-ATLANTA, INC. The undersigned hereby irrevocably elects to exercise Rights represented by this Rights Certificate to purchase the shares of Preferred Stock issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that certificates for such shares be issued in the name of and delivered to: ------------------------------------------------------------ (Please print name and address) ------------------------------------------------------------ Please insert social security or other identifying number: ------------------------------- If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: ------------------------------------------------------------ (Please print name and address) ----------------------------------------------------------- Please insert social security or other identifying number:-------------------------------- ------------------------------------------------------------ Dated: ------------------, 19-- ---------------------------------- Signature Signature Guaranteed:-------------------------- Certificate The undersigned hereby certifies by checking the appropriate boxes that:

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