Common use of Matters Constituting Unanimous Approval Matters Clause in Contracts

Matters Constituting Unanimous Approval Matters. Notwithstanding anything in this Agreement or the Act to the contrary, and subject to the provisions of Section 8.3(c), each of the following matters, and only the following matters, shall constitute a “Unanimous Approval Matter” that requires the prior approval of all of the Partners pursuant to Section 8.3(c): (a) any merger, consolidation, reorganization or similar transaction between or among the Partnership and any Person (other than a transaction between the Partnership and a direct or indirect wholly owned Subsidiary of the Partnership) or any sale or lease of all or substantially all of the Partnership’s assets to any Person (other than a direct or indirect wholly owned Subsidiary of the Partnership); (b) the creation of any new class of Partnership Interests or Voting Interests, the issuance of any additional Partnership Interests or Voting Interests or the issuance of any security that is convertible into or exchangeable for a Partnership Interest or Voting Interest; (c) the admission or withdrawal of any Person as a Partner other than pursuant to (i) the third sentence of Section 9.2, (ii) Section 9.4 or (iii) any transfer of Partnership Interests pursuant to Section 9.1(b), as applicable; (d) the commencement of a voluntary case with respect to the Partnership or any of its Subsidiaries under any applicable bankruptcy, insolvency or other similar Applicable Law now or hereafter in effect, or the consent to the entry of an order for relief in an involuntary case under any such Applicable Law, or the consent to the appointment of or the taking possession by a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of the Partnership or any of its Subsidiaries or for any substantial part of the Partnership’s or any of its Subsidiaries’ property, or the making of any general assignment for the benefit of creditors; (e) the modification, alteration or amendment of the amount, timing, frequency or method of calculation of distributions to the Partners from that provided in Article VI; (i) the approval of any distribution by the Partnership to the Partners of any assets in kind (other than cash or cash equivalents), (ii) the approval of any distribution by the Partnership to the Partners of cash or property in kind on a non-pro rata basis and (iii) the determination of the value assigned to distributions of property in kind; (g) other than as provided in Section 4.2, the making of any additional Capital Contributions to the Partnership; and (h) any other provision of this Agreement expressly requiring the approval, consent or other form of authorization of all of the Partners.

Matters Constituting Unanimous Approval Matters. Notwithstanding anything in this Agreement or the Delaware Act to the contrary, and subject to the provisions of Section 8.3(c), each of the following matters, and only the following matters, shall constitute a “Unanimous Approval Matter” that which requires the prior approval of all of the Partners pursuant to Section 8.3(c): (a) any merger, consolidation, reorganization or similar transaction between or among the Partnership and any Person (other than a transaction between the Partnership and a direct or indirect wholly owned Subsidiary of the Partnership) or any sale or lease of all or substantially all of the Partnership’s assets to any Person (other than a direct or indirect wholly owned Subsidiary of the Partnership); (b) the creation of any new class of Partnership Interests or Voting Interests, the issuance of any additional Partnership Interests or Voting Interests or the issuance of any security that is convertible into or exchangeable for a Partnership Interest or Voting Interest; (c) the admission or withdrawal of any Person as a Partner other than pursuant to (i) the third sentence of Section 9.2, (ii) Section 9.4 or (iii) any transfer of Partnership Interests pursuant to Section 9.1(b), as applicable; (d) the commencement of a voluntary case with respect to the Partnership or any of its Subsidiaries under any applicable bankruptcy, insolvency or other similar Applicable Law now or hereafter in effect, or the consent to the entry of an order for relief in an involuntary case under any such Applicable Law, or the consent to the appointment of or the taking possession by a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of the Partnership or any of its Subsidiaries or for any substantial part of the Partnership’s or any of its Subsidiaries’ property, or the making of any general assignment for the benefit of creditors; (e) the modification, alteration or amendment of the amount, timing, frequency or method of calculation of distributions to the Partners from that provided in Article VI; (i) the approval of any distribution by the Partnership to the Partners of any assets in kind (other than cash or cash equivalents), (ii) the approval of any distribution by the Partnership to the Partners of cash or property in kind on a non-pro rata basis and (iii) the determination of the value assigned to distributions of property in kind; (g) other than as provided in pursuant to Section 4.24.4, the making of any additional Capital Contributions to the Partnership; and (h) any other provision of this Agreement expressly requiring the approval, consent or other form of authorization of all of the Partners.

Matters Constituting Unanimous Approval Matters. Notwithstanding anything in this Agreement or the Delaware Act to the contrary, and subject to the provisions of Section 8.3(c), each of the following matters, and only the following matters, shall constitute a “Unanimous Approval Matter” that which requires the prior approval of all of the Partners Members pursuant to Section 8.3(c): (a) any merger, consolidation, reorganization or similar transaction between or among the Partnership Company and any Person (other than a transaction between the Partnership Company and a direct or indirect wholly owned Subsidiary of the PartnershipCompany) or any sale or lease of all or substantially all of the PartnershipCompany’s assets to any Person (other than a direct or indirect wholly owned Subsidiary of the PartnershipCompany); (b) the creation of any new class of Partnership Interests or Voting Company Interests, the issuance of any additional Partnership Interests or Voting Company Interests or the issuance of any security that is convertible into or exchangeable for a Partnership Interest or Voting Company Interest; (c) the admission or withdrawal of any Person as a Partner Member other than pursuant to (i) the third sentence of Section 9.2, (ii) Section 9.4 or (iii) any transfer of Partnership Company Interests pursuant to Section 9.1(b), as applicable; (d) the commencement of a voluntary case with respect to the Partnership Company or any of its Subsidiaries under any applicable bankruptcy, insolvency or other similar Applicable Law now or hereafter in effect, or the consent to the entry of an order for relief in an involuntary case under any such Applicable Law, or the consent to the appointment of or the taking possession by a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of the Partnership Company or any of its Subsidiaries or for any substantial part of the PartnershipCompany’s or any of its Subsidiaries’ property, or the making of any general assignment for the benefit of creditors; (e) the modification, alteration or amendment of the amount, timing, frequency or method of calculation of distributions to the Partners Members from that provided in Article VI; (i) the approval of any distribution by the Partnership Company to the Partners Members of any assets in kind (other than cash or cash equivalents), (ii) the approval of any distribution by the Partnership Company to the Partners Members of cash or property in kind on a non-pro rata basis and (iii) the determination of the value assigned to distributions of property in kind; (g) other than as provided in pursuant to Section 4.24.4, the making of any additional Capital Contributions to the PartnershipCompany; and (h) any other provision of this Agreement expressly requiring the approval, consent or other form of authorization of all of the PartnersMembers.

Matters Constituting Unanimous Approval Matters. Notwithstanding anything in this Agreement or the Act to the contrary, and subject to the provisions of Section 8.3(c), each of the following matters, and only the following matters, shall constitute a “Unanimous Approval Matter” that which requires the prior approval of all of the Partners pursuant to Section 8.3(c): (a) any merger, consolidation, reorganization or similar transaction between or among the Partnership and any Person (other than a transaction between the Partnership and a direct or indirect wholly owned Subsidiary of the Partnership) or any sale or lease of all or substantially all of the Partnership’s assets to any Person (other than a direct or indirect wholly owned Subsidiary of the Partnership); (b) the creation of any new class of Partnership Interests or Voting Interests, the issuance of any additional Partnership Interests or Voting Interests or the issuance of any security that is convertible into or exchangeable for a Partnership Interest or Voting Interest; (c) the admission or withdrawal of any Person as a Partner other than pursuant to (i) the third sentence of Section 9.2, (ii) Section 9.4 or (iii) any transfer of Partnership Interests pursuant to Section 9.1(b), as applicable; (d) the commencement of a voluntary case with respect to the Partnership or any of its Subsidiaries under any applicable bankruptcy, insolvency or other similar Applicable Law now or hereafter in effect, or the consent to the entry of an order for relief in an involuntary case under any such Applicable Law, or the consent to the appointment of or the taking possession by a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of the Partnership or any of its Subsidiaries or for any substantial part of the Partnership’s or any of its Subsidiaries’ property, or the making of any general assignment for the benefit of creditors; (e) the modification, alteration or amendment of the amount, timing, frequency or method of calculation of distributions to the Partners from that provided in Article VI; (f) (i) the approval of any distribution by the Partnership to the Partners of any assets in kind (other than cash or cash equivalents), (ii) the approval of any distribution by the Partnership to the Partners of cash or property in kind on a non-pro rata basis and (iii) the determination of the value assigned to distributions of property in kind; (g) other than as provided in pursuant to Section 4.24.4, the making of any additional Capital Contributions to the Partnership; and (h) any other provision of this Agreement expressly requiring the approval, consent or other form of authorization of all of the Partners.

Matters Constituting Unanimous Approval Matters. Notwithstanding anything in this Agreement or the Act to the contrary, and subject to the provisions of Section 8.3(c), each of the following matters, and only the following matters, shall constitute a “Unanimous Approval Matter” that which requires the prior approval of all of the Partners pursuant to Section 8.3(c): (a) any merger, consolidation, reorganization or similar transaction between or among the Partnership and any Person (other than a transaction between the Partnership and a direct or indirect wholly owned Subsidiary of the Partnership) or any sale or lease of all or substantially all of the Partnership’s assets to any Person (other than a direct or indirect wholly owned Subsidiary of the Partnership); (b) the creation of any new class of Partnership Interests or Voting Interests, the issuance of any additional Partnership Interests or Voting Interests or the issuance of any security that is convertible into or exchangeable for a Partnership Interest or Voting Interest; (c) the admission or withdrawal of any Person as a Partner other than pursuant to (i) the third sentence of Section 9.2, (ii) Section 9.4 or (iii) any transfer of Partnership Interests pursuant to Section 9.1(b), as applicable; (d) the commencement of a voluntary case with respect to the Partnership or any of its Subsidiaries under any applicable bankruptcy, insolvency or other similar Applicable Law now or hereafter in effect, or the consent to the entry of an order for relief in an involuntary case under any such Applicable Law, or the consent to the appointment of or the taking possession by a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of the Partnership or any of its Subsidiaries or for any substantial part of the Partnership’s or any of its Subsidiaries’ property, or the making of any general assignment by the Partnership or any of its Subsidiaries for the benefit of such Person’s creditors; (e) the modification, alteration or amendment of the amount, timing, frequency or method of calculation of distributions to the Partners from that provided in Article VI; (i) the approval of any distribution by the Partnership to the Partners of any assets in kind (other than cash or cash equivalents), (ii) the approval of any distribution by the Partnership to the Partners of cash or property in kind on a non-pro rata basis and (iii) the determination of the value assigned to distributions of property in kind; (g) other than as provided in pursuant to Section 4.24.4 and Section 4.5, the making of any additional Capital Contributions to the Partnership; and (h) any other provision of this Agreement expressly requiring the approval, consent or other form of authorization of all of the Partners.

Matters Constituting Unanimous Approval Matters. Notwithstanding anything in this Agreement or the Act to the contrary, and subject to the provisions of Section 8.3(c8.03(c), each of the following matters, and only the following matters, shall constitute a “Unanimous Approval Matter” that which requires the prior approval of all of the Partners pursuant to Section 8.3(c8.03(c): (a) any merger, consolidation, reorganization or similar transaction between or among the Partnership and any Person (other than a transaction between the Partnership and a direct or indirect wholly owned Subsidiary of the Partnership) or any sale or lease of all or substantially all of the Partnership’s assets to any Person (other than a direct or indirect wholly owned Subsidiary of the Partnership); (b) the creation of any new class of Partnership Interests or Voting Interests, the issuance of any additional Partnership Interests or Voting Interests or the issuance of any security that is convertible into or exchangeable for a Partnership Interest or Voting Interest; (c) the admission or withdrawal of any Person as a Partner other than pursuant to (i) the third sentence of Section 9.29.02 or Section 9.04, (ii) Section 9.4 or (iii) pursuant to any transfer of Partnership Interests pursuant to Section 9.1(b9.01(b) or (c), as applicable; (d) the commencement of a voluntary case with respect to the Partnership or any of its Subsidiaries under any applicable bankruptcy, insolvency or other similar Applicable Law now or hereafter in effect, or the consent to the entry of an order for relief in an involuntary case under any such Applicable Law, or the consent to the appointment of or the taking possession by a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of the Partnership or any of its Subsidiaries or for any substantial part of the Partnership’s or any of its Subsidiaries’ property, or the making of any general assignment for the benefit of creditors; (e) the modification, alteration or amendment of the amount, timing, frequency or method of calculation of distributions to the Partners from that provided in Article VI6; (i) the approval of any distribution by the Partnership to the Partners of any assets in kind (other than cash or cash equivalents)kind, (ii) the approval of any distribution by the Partnership to the Partners of cash or property in kind on a non-pro rata basis basis, and (iii) the determination of the value assigned to distributions of property in kind;; and (g) other than as provided in Section 4.2, the making of any additional Capital Contributions to the Partnership; and (h) any other provision of this Agreement matter expressly requiring the approvalapproval of all Partners herein or otherwise referencing any determination, consent decision, approval or other form of authorization of all of by the PartnersPartners in accordance with this Agreement.

Matters Constituting Unanimous Approval Matters. Notwithstanding anything in this Agreement or the Act to the contrary, and subject to the provisions of Section 8.3(c), each of the following matters, and only the following matters, shall constitute a “Unanimous Approval Matter” that which requires the prior approval of all of the Partners pursuant to Section 8.3(c): (a) any merger, consolidation, reorganization or similar transaction between or among the Partnership and any Person (other than a transaction between the Partnership and a direct or indirect wholly owned Subsidiary of the Partnership) or any sale or lease of all or substantially all of the Partnership’s assets to any Person (other than a direct or indirect wholly owned Subsidiary of the Partnership); (b) the creation of any new class of Partnership Interests or Voting Interests, the issuance of any additional Partnership Interests or Voting Interests or the issuance of any security that is convertible into or exchangeable for a Partnership Interest or Voting Interest; (c) the admission or withdrawal of any Person as a Partner other than pursuant to (i) the third sentence of Section 9.2, (ii) Section 9.4 or (iii) any transfer of Partnership Interests pursuant to Section 9.1(b), as applicable; (d) the commencement of a voluntary case with respect to the Partnership or any of its Subsidiaries under any applicable bankruptcy, insolvency or other similar Applicable Law now or hereafter in effect, or the consent to the entry of an order for relief in an involuntary case under any such Applicable Law, or the consent to the appointment of or the taking possession by a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of the Partnership or any of its Subsidiaries or for any substantial part of the Partnership’s or any of its Subsidiaries’ property, or the making of any general assignment for the benefit of creditors; (e) the modification, alteration or amendment of the amount, timing, frequency or method of calculation of distributions to the Partners from that provided in Article VI; (f) (i) the approval of any distribution by the Partnership to the Partners of any assets in kind (other than cash or cash equivalents), (ii) the approval of any distribution by the Partnership to the Partners of cash or property in kind on a non-pro rata basis and (iii) the determination of the value assigned to distributions of property in kind; (g) other than as provided in pursuant to Section 4.24.4, the making of any additional Capital Contributions to the Partnership; and (h) any other provision of this Agreement expressly requiring the approval, consent or other form of authorization of all of the Partners.

Matters Constituting Unanimous Approval Matters. Notwithstanding anything in this Agreement or the Act to the contrary, and subject to the provisions of Section 8.3(c8.03(c), each of the following matters, and only the following matters, shall constitute a “Unanimous Approval Matter” that which requires the prior approval of all of the Partners pursuant to Section 8.3(c8.03(c): (a) any merger, consolidation, reorganization or similar transaction between or among the Partnership and any Person (other than a transaction between the Partnership and a direct or indirect wholly owned Subsidiary of the Partnership) or any sale or lease of all or substantially all of the Partnership’s assets to any Person (other than a direct or indirect wholly owned Subsidiary of the Partnership); (b) the creation of any new class of Partnership Interests or Voting Interests, the issuance of any additional Partnership Interests or Voting Interests or the issuance of any security that is convertible into or exchangeable for a Partnership Interest or Voting Interest; (c) the admission or withdrawal of any Person as a Partner other than pursuant to (i) the third sentence of Section 9.29.02 or Section 9.04, (ii) Section 9.4 or (iii) pursuant to any transfer of Partnership Interests pursuant to Section 9.1(b9.01(b), as applicable; (d) the commencement of a voluntary case with respect to the Partnership or any of its Subsidiaries under any applicable bankruptcy, insolvency or other similar Applicable Law now or hereafter in effect, or the consent to the entry of an order for relief in an involuntary case under any such Applicable Law, or the consent to the appointment of or the taking possession by a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of the Partnership or any of its Subsidiaries or for any substantial part of the Partnership’s or any of its Subsidiaries’ property, or the making of any general assignment for the benefit of creditors; (e) the modification, alteration or amendment of the amount, timing, frequency or method of calculation of distributions to the Partners from that provided in Article VI6; (i) the approval of any distribution by the Partnership to the Partners of any assets in kind (other than cash or cash equivalents)kind, (ii) the approval of any distribution by the Partnership to the Partners of cash or property in kind on a non-pro rata basis basis, and (iii) the determination of the value assigned to distributions of property in kind; (g) other than as provided in Section 4.2, the making of any additional Capital Contributions to the Partnership; and (h) any other provision of this Agreement matter expressly requiring the approvalapproval of all Partners herein or otherwise referencing any determination, consent decision, approval or other form of authorization of all of by the PartnersPartners in accordance with this Agreement.