Limited Partner Consents Sample Clauses

Limited Partner Consents. As soon as reasonably practicable following the execution hereof, the General Partners shall file with the SEC proposed proxy materials relating to the General Partners' solicitation of the Limited Partner Consents. Each General Partner shall use reasonable efforts (i) to have such proxy materials cleared by the SEC (if applicable) so as to enable it to disseminate definitive proxy materials to its respective Limited Partners, (ii) to disseminate such materials, upon receipt of SEC clearance, to its respective Limited Partners and (iii) thereafter to obtain the Limited Partner Consents. Seller shall give Buyer prompt notice when the Limited Partner Consents have been obtained and when any material development has occurred that causes substantial doubt as to whether the Limited Partner Consents will be obtained.
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Limited Partner Consents. Each Limited Partner consents to: (i) the admission of Additional Limited Partners and any additional Capital Contribution made by a Limited Partner in accordance with Section 5.04; (ii) the transfer of a Partner’s interest in accordance with Section 10.01 and the admission of a substituted Partner under such transfer; (iii) any amendment of this Agreement or the Certificate of Limited Partnership necessary to effect such transfer or admission; and (iv) any amendment of this Agreement or the Certificate of Limited Partnership to incorporate such changes as may be required by the SBA or the SBIC Act and to otherwise comply with or conform to any amendments of applicable laws governing the Partnership.
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Limited Partner Consents. As soon as reasonably practicable following the execution hereof, the Limited Partnerships and the General Partners shall, if required to do so under applicable Legal Requirements, file with the SEC proposed proxy materials relating to the Limited Partnerships' and the General Partners' solicitation of the Limited Partner Consents. Each Limited Partnership and General Partner shall use reasonable efforts (i) to have such proxy materials cleared by the SEC (if applicable) so as to enable it to disseminate definitive proxy materials to its respective Limited Partners, (ii) to disseminate such materials, upon receipt of SEC clearance (if applicable), to its respective Limited Partners and (iii) thereafter to obtain the Limited Partner Consents. Sellers shall give Buyer prompt notice when the Limited Partner Consents have been obtained and when any material development has occurred that causes substantial doubt as to whether the Limited Partner Consents will be obtained.
Sample 1
Limited Partner Consents. In accordance with Sections 17-211 and 17-302 of the Act, as promptly as practicable (i) Development, in its capacity as general partner of the Partnership, will submit this Agreement to the sole limited partner of the Partnership, Centex Homes, for its approval by written consent, and (ii) Centex Homes, in its capacity as general partner of Acquirer, will submit this Agreement to the other limited partner of Acquirer, CREC, for its approval by written consent.
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Limited Partner Consents. On or prior to the Closing Date, all requisite limited partner consents shall have been obtained under all Controlled Fund Management Agreements and all Controlled Fund LP Agreements to the extent required under the terms and conditions thereof or otherwise pursuant to the Investment Advisers Act as a result of any of the transactions contemplated to occur on or prior to the Closing Date under the Credit Documents or any Related Agreement, including the RCP 2 Acquisition Closing and the RCP 3 Acquisition Closing. Each Lender, by delivering its signature page to this Agreement on or prior to the Closing Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by any Agent, Requisite Lenders or Lenders, as applicable on or prior to the Closing Date.
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Limited Partner Consents. Notwithstanding anything herein ------------------------ contained to the contrary, the written approval of the holders of a majority of the Series A Percentage Interests and the holders of a majority of the Series B Percentage Interests shall be required for each of the decision matters listed below in this Section 7.3; each Limited Partner shall respond in writing within ----------- 15 days of any written request for approval by the General Partner to any such decision. If any Limited Partner fails to timely respond, the General Partner may send a written notice to the Limited Partner informing such Limited Partner of its failure and if such Limited Partner fails to respond within 10 days of such written notice, it shall be deemed not to have approved the matter in question: (a) the amendment of this Agreement (other than ministerial changes to Schedule 2.1) or the Certificate of Limited Partnership or the Operating ------------ Agreement; (b) the dissolution and winding-up of the Partnership pursuant to Section 12.1(a) or the extension of the term of the Partnership or the --------------- merger or consolidation of the Partnership or the Transfer of all or any portion of the Partnership Property necessary for its operations, unless replaced by property of equal or greater utility; (c) the issuance or acquisition by the Partnership of any Partnership Units except as otherwise specifically provided in this Agreement; (d) any borrowing of funds by the Partnership; (e) any decision to initiate, or to approve initiation of, the commencement of a case by or against the Partnership under any bankruptcy, insolvency or reorganization statute; (f) the admission of new or additional partners to the Partnership, except as permitted by Article X; --------- (g) the Transfer of any Partnership Units, except as permitted by Article X or Article XI; --------- ---------- (h) any decision to reduce insurance coverages in a manner inconsistent with the rights to do so as provided in Schedule 6.3; ------------ (i) the approval of the Operator's engaging in any activity prohibited under Section 2.5 of the Operating Agreement; ----------- (j) the decision to restore or not to restore either of the Plant Facilities upon any Casualty to the Plant Facilities in accordance with Section 6.9; and ----------- (k) any other action which, pursuant to this Agreement or the Act, requires the approval of the Limited Partners.
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Limited Partner Consents. Subject to the last sentence of this Section 6.8, the limitations of Sections 6.5 and 6.6 shall not apply to any of the following, and TCI hereby consents to the following for all purposes, on its own behalf and on behalf of its Affiliates, including for all purposes of this Agreement, the Insight Kentucky Capital Agreement, the partnership agreements and limited liability company agreements of the Company's Subsidiaries, the Management Agreements, the Consulting Agreement, and the Illinois Contribution Agreement, to the extent TCI's or its Affiliates' consent is required therefor: (i) the Partnership Restructuring as in place after giving effect to all of the Closing transactions, the Partnership Financing Arrangements and Agreements (as defined in the Illinois Contribution Agreement) as in place after giving effect to all of the Closing transactions, and all other transactions and arrangements agreed to by the parties thereto in the Illinois Contribution Agreement, Illinois Exchange Agreement, or Illinois Exchange Agreement, under the circumstances specified therein and in accordance with the terms provided therein; (ii) any Indebtedness incurred pursuant to the $500,000,000 aggregate principal amount of 10 1/2% Senior Notes due 2010 issued by the Partnership and Insight Capital, Inc. and the Indenture related thereto as in effect on the date hereof; (iii) any Indebtedness incurred pursuant to the New Credit Agreement and related agreements as in effect on the date hereof; (iv) any Indebtedness incurred pursuant to the Revolving Credit Agreement dated as of October 7, 1998, among Insight Central Ohio, the lenders party thereto, and CIBC, as Administrative Agent and related agreements as in effect on the date hereof; (v) any Indebtedness incurred pursuant to the $140,000,000 aggregate principal amount of 10% Senior Notes due 2006 issued by Coaxial Communications of Central Ohio, Inc. and Phoenix Associates, Insight Central Ohio as guarantor, and the Indenture related thereto and any Indebtedness incurred pursuant to the $55,869,000 aggregate principal amount at maturity of 12 7/8% Senior Discount Notes due 2008 issued by Coaxial LLC and Coaxial Financing Corp., Insight Central Ohio as guarantor, and the Indenture related thereto, and all distributions required to be made pursuant to the terms of the Amended and Restated Operating Agreement of Insight Central Ohio dated as of August 8, 2000, in each case as in effect on the date hereof; (vi) the loan by In...
Sample 1
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Limited Partner Consents. Notwithstanding anything herein contained to the contrary, the General Partner shall not take, or suffer or permit to be taken, on behalf of the Partnership any of the actions that are specifically enumerated below without the prior approval of all of the Limited Partners in writing: (a) The amendment of this Agreement or the approval or disapproval of any amendments hereto; (b) The approval of an auditor; (c) The termination or extension of the term of the Partnership; (d) The admission of new Limited Partners to the Partnership, except the admission of substitute Limited Partners; (e) The admission of additional General Partners to the Partnership; (f) The issuance of any Partnership Interests except as specifically provided in this Agreement; (g) The investment of Partnership assets in or entry into a commercial venture with any entity in which the General Partner or any Limited Partner or any of their respective Affiliates is an equity investor or a creditor, except as permitted by the By-laws of the General Partner; (h) The incurrence of any indebtedness for borrowed money by the Partnership which by the terms of any note, agreement or other instrument evidencing such indebtedness does not expressly state that it is non-recourse to any Partner; (i) The merger or consolidation of the Partnership; (j) The sale, lease or exchange by the Partnership of, or the mortgaging or pledging by the Partnership of, assets constituting more than twenty percent (20%) of the Partnership's then gross assets, in each case in any single transaction or in a series of related transactions and other than in the ordinary course of business; (k) The imposition of any personal liability on any Limited Partner with respect to the business and affairs of the Partnership or any obligations of the Partnership; or (l) Any other action which pursuant to this Agreement requires the approval of all of the Partners therefor.
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Related to Limited Partner Consents

  • Substituted Limited Partner In the event a Limited Partner transfers all or any part of such Limited Partner’s Limited Partnership Interest in compliance with the provisions of this Article VIII, the transferee of the Limited Partner shall take such Limited Partnership Interest subject to all of the terms and conditions of this Agreement, shall not be considered to have title to such Limited Partnership Interest and shall not have the right to be admitted to the Partnership as a substituted Limited Partner of the Partnership unless the transferring Limited Partner has given the transferee such right and unless: (a) the Company consents in writing to the admission of the transferee into the Partnership as a substituted Limited Partner, which consent may be granted or denied in the sole discretion of the Company; and (b) the transferring Limited Partner and the transferring Limited Partner’s transferee execute and deliver such instruments as the Company deems necessary or desirable to effect such substitution; and (c) such transferee accepts, assumes and agrees in writing to be bound by all of the terms, conditions and provisions of this Agreement; and (d) such transferee pays all reasonable expenses connected with such substitution.

  • Approval by Limited Partners (a) Except as provided in Section 14.3(d) and Section 14.3(e), the General Partner, upon its approval of the Merger Agreement or the Plan of Conversion, as the case may be, shall direct that the Merger Agreement or the Plan of Conversion, as applicable, be submitted to a vote of Limited Partners, whether at a special meeting or by written consent, in either case in accordance with the requirements of Article XIII. A copy or a summary of the Merger Agreement or the Plan of Conversion, as the case may be, shall be included in or enclosed with the notice of a special meeting or the written consent and, subject to any applicable requirements of Regulation 14A pursuant to the Exchange Act or successor provision, no other disclosure regarding the proposed merger, consolidation or conversion shall be required. (b) Except as provided in Section 14.3(d) and Section 14.3(e), the Merger Agreement or Plan of Conversion, as the case may be, shall be approved upon receiving the affirmative vote or consent of the holders of a Unit Majority unless the Merger Agreement or Plan of Conversion, as the case may be, effects an amendment to any provision of this Agreement that, if contained in an amendment to this Agreement adopted pursuant to Article XIII, would require for its approval the vote or consent of a greater percentage of the Outstanding Units or of any class of Limited Partners, in which case such greater percentage vote or consent shall be required for approval of the Merger Agreement or the Plan of Conversion, as the case may be. (c) Except as provided in Section 14.3(d) and Section 14.3(e), after such approval by vote or consent of the Limited Partners, and at any time prior to the filing of the certificate of merger or articles of conversion pursuant to Section 14.4, the merger, consolidation or conversion may be abandoned pursuant to provisions therefor, if any, set forth in the Merger Agreement or Plan of Conversion, as the case may be. (d) Notwithstanding anything else contained in this Article XIV or in this Agreement, the General Partner is permitted, without Limited Partner approval, to convert the Partnership or any Group Member into a new limited liability entity, to merge the Partnership or any Group Member into, or convey all of the Partnership’s assets to, another limited liability entity that shall be newly formed and shall have no assets, liabilities or operations at the time of such conversion, merger or conveyance other than those it receives from the Partnership or other Group Member if (i) the General Partner has received an Opinion of Counsel that the conversion, merger or conveyance, as the case may be, would not result in the loss of limited liability under the laws of the jurisdiction governing the other limited liability entity (if that jurisdiction is not Delaware) of any Limited Partner as compared to its limited liability under the Delaware Act or cause the Partnership to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for federal income tax purposes (to the extent not previously treated as such), (ii) the sole purpose of such conversion, merger, or conveyance is to effect a mere change in the legal form of the Partnership into another limited liability entity and (iii) the General Partner determines that the governing instruments of the new entity provide the Limited Partners and the General Partner with substantially the same rights and obligations as are herein contained. (e) Additionally, notwithstanding anything else contained in this Article XIV or in this Agreement, the General Partner is permitted, without Limited Partner approval, to merge or consolidate the Partnership with or into another limited liability entity if (i) the General Partner has received an Opinion of Counsel that the merger or consolidation, as the case may be, would not result in the loss of the limited liability of any Limited Partner under the laws of the jurisdiction governing the other limited liability entity (if that jurisdiction is not Delaware) as compared to its limited liability under the Delaware Act or cause the Partnership to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for federal income tax purposes (to the extent not previously treated as such), (ii) the merger or consolidation would not result in an amendment to this Agreement, other than any amendments that could be adopted pursuant to Section 13.1, (iii) the Partnership is the Surviving Business Entity in such merger or consolidation, (iv) each Unit outstanding immediately prior to the effective date of the merger or consolidation is to be an identical Unit of the Partnership after the effective date of the merger or consolidation, and (v) the number of Partnership Interests to be issued by the Partnership in such merger or consolidation does not exceed 20% of the Partnership Interests (other than Incentive Distribution Rights) Outstanding immediately prior to the effective date of such merger or consolidation. (f) Pursuant to Section 17-211(g) of the Delaware Act, an agreement of merger or consolidation approved in accordance with this Article XIV may (i) effect any amendment to this Agreement or (ii) effect the adoption of a new partnership agreement for the Partnership if it is the Surviving Business Entity. Any such amendment or adoption made pursuant to this Section 14.3 shall be effective at the effective time or date of the merger or consolidation.

  • Substituted Limited Partners A. No Limited Partner shall have the right to substitute a transferee as a Limited Partner in his or her place (including any transferee permitted by Section 11.3). The General Partner shall, however, have the right to consent to the admission of a transferee of the interest of a Limited Partner pursuant to this Section 11.4 as a Substituted Limited Partner, which consent may be given or withheld by the General Partner in its sole and absolute discretion. The General Partner’s failure or refusal to permit a transferee of any such interests to become a Substituted Limited Partner shall not give rise to any cause of action, whether at law or in equity, against the Partnership or any Partner. B. A transferee who has been admitted as a Substituted Limited Partner in accordance with this Article 11 shall have all the rights and powers and be subject to all the restrictions and liabilities of a Limited Partner under this Agreement. The admission of any transferee as a Substituted Limited Partner shall be subject to the transferee executing and delivering to the General Partner an acceptance of all of the terms and conditions of this Agreement (including without limitation, the provisions of Section 2.4 and such other documents or instruments as may be required to effect the admission), each in form and substance satisfactory to the General Partner) and the acknowledgment by such transferee that each of the representations and warranties set forth in Section 3.4 are true and correct with respect to such transferee as of the date of the transfer of the Partnership Interest to such transferee and will continue to be true to the extent required by such representations and warranties. C. Upon the admission of a Substituted Limited Partner, the General Partner shall amend Exhibit A to reflect the name, address, number of OP Units, and Percentage Interest of such Substituted Limited Partner and to eliminate or adjust, if necessary, the name, address and interest of the predecessor of such Substituted Limited Partner.

  • Limited Partners The Limited Partners shall not participate in the general conduct or control of the Partnership’s affairs and shall have no right or authority to act for or to bind the Partnership. The Limited Partners shall not be required to assume, endorse or guarantee any liabilities of the Partnership.

  • Nature of Limited Partner Interests All Limited Partner Interests issued pursuant to, and in accordance with the requirements of, this Article V shall be fully paid and non-assessable Limited Partner Interests in the Partnership, except as such non-assessability may be affected by Sections 17-303, 17-607 or 17-804 of the Delaware Act.

  • Limited Partner The name and address of the New Limited Partner of the Partnership is 0000 X. Xxxx Xxxxx Xxxxxxxxx, 0xx Xxxxx, Xxxxx, Xxxxxxx 00000. The names and addresses of any other Limited Partners shall be set forth on Exhibit B, as amended from time to time, attached hereto and incorporated herein by this reference. The Partnership Interest of a Limited Partner shall be referred to herein as a “Limited Partnership Interest.”

  • Ownership by Limited Partner of Corporate General Partner or Affiliate No Limited Partner shall at any time, either directly or indirectly, own any stock or other interest in the General Partner or in any Affiliate thereof, if such ownership by itself or in conjunction with other stock or other interests owned by other Limited Partners would, in the opinion of counsel for the Partnership, jeopardize the classification of the Partnership as a partnership for federal tax purposes. The General Partner shall be entitled to make such reasonable inquiry of the Limited Partners as is required to establish compliance by the Limited Partners with the provisions of this Section.

  • Amendment of Partnership Agreement Meetings Sections 14.1(a), 14.1(c) and 14.1(d) are hereby amended by inserting the words "and 4.8(f)(ii)" after each reference to "4.5(f)(ii)" therein.

  • Formation of Limited Partnership (a) The Partnership is formed as a limited partnership pursuant to the Certificate and this Agreement. The Partners agree that their rights, duties and liabilities will be as provided in the Delaware Act, except as otherwise provided in this Agreement. The General Partner will cause the Certificate to be executed and filed in accordance with the Delaware Act and will cause to be executed and filed with applicable governmental authorities any other instruments, documents and certificates that the General Partner concludes may from time to time be required by the laws of the United States of America, the State of Delaware or any other jurisdiction in which the General Partner determines that the Partnership should do business, or any political subdivision or agency of any such jurisdiction, or that the General Partner determines is necessary or appropriate to effectuate, implement and continue the valid existence and business of the Partnership. (b) The Partnership is formed for the object and purpose of (and the nature of the business to be conducted by the Partnership is) engaging in any lawful activity for which limited partnerships may be formed under the Delaware Act and engaging in any and all activities necessary or incidental to the foregoing.

  • Right to Acquire Limited Partner Interests (a) Notwithstanding any other provision of this Agreement, if at any time the General Partner and its Affiliates hold more than 80% of the total Limited Partner Interests of any class then Outstanding, the General Partner shall then have the right, which right it may assign and transfer in whole or in part to the Partnership or any Affiliate of the General Partner, exercisable at its option, to purchase all, but not less than all, of such Limited Partner Interests of such class then Outstanding held by Persons other than the General Partner and its Affiliates, at the greater of (x) the Current Market Price as of the date three days prior to the date that the notice described in Section 15.1(b) is mailed and (y) the highest price paid by the General Partner or any of its Affiliates for any such Limited Partner Interest of such class purchased during the 90-day period preceding the date that the notice described in Section 15.1(b) is mailed. As used in this Agreement, (i) “Current Market Price” as of any date of any class of Limited Partner Interests means the average of the daily Closing Prices (as hereinafter defined) per Limited Partner Interest of such class for the 20 consecutive Trading Days (as hereinafter defined) immediately prior to such date; (ii) “Closing Price” for any day means the last sale price on such day, regular way, or in case no such sale takes place on such day, the average of the closing bid and asked prices on such day, regular way, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal National Securities Exchange (other than the Nasdaq Stock Market) on which such Limited Partner Interests are listed or admitted to trading or, if such Limited Partner Interests of such class are not listed or admitted to trading on any National Securities Exchange (other than the Nasdaq Stock Market), the last quoted price on such day or, if not so quoted, the average of the high bid and low asked prices on such day in the over-the-counter market, as reported by the Nasdaq Stock Market or such other system then in use, or, if on any such day such Limited Partner Interests of such class are not quoted by any such organization, the average of the closing bid and asked prices on such day as furnished by a professional market maker making a market in such Limited Partner Interests of such class selected by the General Partner, or if on any such day no market maker is making a market in such Limited Partner Interests of such class, the fair value of such Limited Partner Interests on such day as determined by the General Partner; and (iii) “Trading Day” means a day on which the principal National Securities Exchange on which such Limited Partner Interests of any class are listed or admitted for trading is open for the transaction of business or, if Limited Partner Interests of a class are not listed or admitted for trading on any National Securities Exchange, a day on which banking institutions in New York City generally are open.

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