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:
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Limited Partner Consents. As soon as reasonably practicable following the execution hereof, Seller and its general partner shall, if required to do so under applicable Legal Requirements, file with the Securities and Exchange Commission ("SEC") proposed proxy materials relating to Seller's and its general partner's solicitation of the Limited Partner Consents. Seller and its 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 Seller's Limited Partners, (ii) to disseminate such materials, upon receipt of SEC clearance (if applicable), to its 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. 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:
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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:
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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. 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...
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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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Related to Limited Partner Consents

  • Limited Partner Transfers (a) Except as provided in clauses (b), (c), (d) and (f) of this Section 8.03, no Limited Partner or Assignee thereof may Transfer (including by exchanging in an Exchange Transaction) all or any portion of its Units or other interest in the Partnership (or beneficial interest therein) without the prior consent of the General Partner, which consent may be given or withheld, or made subject to such conditions (including, without limitation, the receipt of such legal opinions and other documents that the General Partner may require) as are determined by the General Partner, in each case in the General Partner’s sole discretion. Any such determination in the General Partner’s discretion in respect of Units shall be final and binding. Such determinations need not be uniform and may be made selectively among Limited Partners, whether or not such Limited Partners are similarly situated, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. Any purported Transfer of Units that is not in accordance with, or subsequently violates, this Agreement shall be, to the fullest extent permitted by law, null and void.

  • 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:

  • Approval by Limited Partners (a) Except as provided in Section 14.3(d), 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 and the merger, consolidation or conversion contemplated thereby, 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.

  • 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 against the Partnership or any 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 4.10(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.

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