Limited Partners Subject to the Bank Holding Company Act Sample Clauses

Limited Partners Subject to the Bank Holding Company Act. Notwithstanding any other provision of this Agreement, all BHC Partners shall be subject to the limitations on voting set forth in this Section 4.03. If at any time a BHC Partner holds an Interest in the Onshore Partnership that would otherwise represent 5% or more of the total voting Interests in the Onshore Partnership, such BHC Partner may not vote any portion of its Interest in the Onshore Partnership representing in excess of 4.99% of the Interests in the Onshore Partnership entitled to vote. Whenever the vote, Consent or decision of a Limited Partner is required or permitted pursuant to this Agreement, a BHC Partner shall not be entitled to participate in such vote or Consent, or to make such decision, with respect to the portion of such BHC Partner’s Interest in excess of 4.99% (or such other amount as may be permitted by applicable regulations to be held by a BHC Partner as voting securities without reference to section 4(k) of the BHC Act) of the Interests in the Onshore Partnership, and such vote, Consent or decision shall be tabulated or made as if such BHC Partner were not a Partner with respect to such BHC Partner’s Interest in excess of 4.99% (or such other amount as may be permitted by applicable regulations to be held by a BHC Partner as voting securities without reference to section 4(k) of the BHC Act) of the Interests in the Onshore Partnership. Each BHC Partner hereby further irrevocably waives its corresponding right to vote for a successor general partner under this Agreement and the Act with respect to any non-voting Interest, which waiver shall be binding upon such BHC Partner and any Person that succeeds to its Interest. In the event that two or more BHC Partners are affiliated, the limitations of this Section 4.03 shall apply to the aggregate Interests in the Onshore Partnership held by such BHC Partners and each such BHC Partner shall be entitled to vote its pro rata portion of 4.99% (or such other amount as may be permitted by applicable regulations to be held by a BHC Partner as voting securities without reference to section 4(k) of the BHC Act) of the Interests in the Onshore Partnership entitled to vote. Except as provided in this Section 4.03, any Interest of a BHC Partner held as a non-voting Interest shall be identical in all respects to the Interests of the other Limited Partners. Any such Interest held as a non-voting Interest shall remain a non-voting Interest in the event that the BHC Partner holding such Interest ceas...
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Related to Limited Partners Subject to the Bank Holding Company Act

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