Common use of Meetings of Partners Clause in Contracts

Meetings of Partners. (a) Actions requiring the vote of the Partners may be taken at any duly constituted meeting of the Partners at which a quorum is present or by means of a written consent. Meetings of the Partners may be called by the General Partner, by the affirmative vote of a majority of Directors then in office, or by Partners holding at least a majority of the total number of votes eligible to be cast by all Partners, and may be held at any time, date and place determined by the General Partner in the case of meetings called by the General Partner or the Partners and at any time, date and place determined by the Directors in the case of meetings called by the Directors. In each case, the General Partner will provide notice of the meeting, stating the date, time and place of the meeting and the record date for the meeting, to each Partner entitled to vote at the meeting within a reasonable time prior to the meeting. Failure to receive notice of a meeting on the part of any Partner will not affect the validity of any act or proceeding of the meeting, so long as a quorum is present at the meeting. Except as otherwise required by applicable law, only matters set out in the notice of a meeting may be voted on by the Partners at the meeting. The presence in person or by proxy of Partners holding a majority of the total number of votes eligible to be cast by all Partners as of the record date will constitute a quorum at any meeting of Partners. In the absence of a quorum, a meeting may be adjourned to the time or times as determined by the General Partner and communicated to the Directors in the manner described above in this Section 3.4(a). Except as otherwise required by any provision of this Agreement or of the 1940 Act, (1) those candidates receiving a plurality of the votes cast at any meeting of Partners called pursuant to Section 2.11(c) of this Agreement or elected pursuant to the requirement of Section 2.11(b) will be elected as Directors and (2) all other actions of the Partners taken at a meeting will require the affirmative vote of Partners holding a majority of the total number of votes eligible to be cast by those Partners who are present in person or by proxy at the meeting.

Meetings of Partners. (a) Actions requiring the vote of the Partners may be taken at any duly constituted meeting of the Partners at which a quorum is present or by means of a written consent. Meetings of the Partners may be called by the General Partner, by the affirmative vote of a majority of Directors then in office, or by Partners holding at least a majority of the total number of votes eligible to be cast by all Partners, and may be held at any time, date and place determined by the General Partner in the case of meetings called by the General Partner or the Partners and at any time, date and place determined by the Directors in the case of meetings called by the Directors. In each case, the General Partner will provide notice of the meeting, stating the date, time and place of the meeting and the record date for the meeting, to each Partner entitled to vote at the meeting within a reasonable time prior to the meeting. Failure to receive notice of a meeting on the part of any Partner will not affect the validity of any act or proceeding of the meeting, so long as a quorum is present at the meeting. Except as otherwise required by applicable law, only matters set out in the notice of a meeting may be voted on by the Partners at the meeting. The presence in person or by proxy of Partners holding a majority of the total number of votes eligible to be cast by all Partners as of the record date will constitute a quorum at any meeting of Partners. In the absence of a quorum, a meeting may be adjourned to the time or times as determined by the General Partner and communicated to the Directors in the manner described above in this Section 3.4(aSECTION 3.4(A). Except as otherwise required by any provision of this Agreement or of the 1940 Act, (1) those candidates receiving a plurality of the votes cast at any meeting of Partners called pursuant to Section 2.11(cSECTION 2.11(C) of this Agreement or elected pursuant to the requirement of Section 2.11(bSECTION 2.11(B) will be elected as Directors and (2) all other actions of the Partners taken at a meeting will require the affirmative vote of Partners holding a majority of the total number of votes eligible to be cast by those Partners who are present in person or by proxy at the meeting.

Meetings of Partners. (a) Actions requiring the vote of the Partners may be taken at any duly constituted meeting of the Partners at which a quorum is present or by means of a written consent. Meetings of the Partners may be called by the General Partner, by the affirmative vote of a majority of Directors then in office, or by Partners holding at least a majority of the total number of votes eligible to be cast by all Partners, and may be held at any time, date and place determined by the General Partner in the case of meetings called by the General Partner or the Partners and at any time, date and place determined by the Directors in the case of meetings called by the Directors. In each case, the General Partner will provide notice of the meeting, stating the date, time and place of the meeting and the record date for the meeting, to each Partner entitled to vote at the meeting within a reasonable time prior to the meeting. Failure to receive notice of a meeting on the part of any Partner will not affect the validity of any act or proceeding of the meeting, so long as a quorum is present at the meeting. Except as otherwise required by applicable law, only matters set out in the notice of a meeting may be voted on by the Partners at the meeting. The presence in person or by proxy of Partners holding a majority of the total number of votes eligible to be cast by all Partners as of the record date will constitute a quorum at any meeting of Partners. In the absence of a quorum, a meeting may be adjourned to the time or times as determined by the General Partner and communicated to the Directors in the manner described above in this Section 3.4(a). Except as otherwise required by any provision of this Agreement or of the 1940 Act, (1) those candidates receiving a plurality of the votes cast at any meeting of Partners called pursuant to Section 2.11(c2.10(c) of this Agreement or elected pursuant to the requirement of Section 2.11(b2.10(b) will be elected as Directors and (2) all other actions of the Partners taken at a meeting will require the affirmative vote of Partners holding a majority of the total number of votes eligible to be cast by those Partners who are present in person or by proxy at the meeting.

Meetings of Partners. (a) Actions requiring the vote of the Partners may be taken at any duly constituted meeting of the Partners at which a quorum is present or by means of a written consentpresent. Meetings of the Partners may be called by the General Partner, by the affirmative vote of a majority of Directors then in office, or by Partners holding at least a majority of the total number of votes eligible to be cast by all Partners, and may be held at any such time, date and place determined by as the General Partner shall determine in the case of meetings called by the General Partner or the Partners and at any such time, date and place determined by as the Directors shall determine in the case of meetings called by the Directors. In each case, the General Partner will shall provide notice of the meeting, stating the date, time and place of the meeting and the record date for the meetingtherefor, to each Partner entitled to vote at the meeting within a reasonable time prior to the meetingthereto. Failure to receive notice of a meeting on the part of any Partner will shall not affect the validity of any act or proceeding of the meeting, so long as a quorum is shall be present at the meeting. Except as otherwise required by applicable law, only matters set out forth in the notice of a meeting may be voted on by the Partners at the a meeting. The presence in person or by proxy of Partners holding a majority of the total number of votes eligible to be cast by all Partners as of the record date will shall constitute a quorum at any meeting of Partnersmeeting. In the absence of a quorum, a meeting may be adjourned to the time or times as determined by the General Partner and communicated without additional notice to the Directors in the manner described above in this Section 3.4(a)Partners. Except as otherwise required by any provision of this Agreement or of the 1940 Act, (1i) those candidates receiving a plurality of the votes cast at any meeting of Partners called pursuant to Section 2.11(c) of this Agreement or elected pursuant to the requirement of Section 2.11(b) will shall be elected as Directors and (2ii) all other actions of the Partners taken at a meeting will shall require the affirmative vote of Partners holding a majority of the total number of votes eligible to be cast by those Partners who are present in person or by proxy at the such meeting.

Meetings of Partners. (a) 8) Actions requiring the vote of the Partners may be taken at any duly constituted meeting of the Partners at which a quorum is present or by means of a written consent. Meetings of the Partners may be called by the General Partner, by the affirmative vote of a majority of Directors then in office, or by Partners holding at least a majority of the total number of votes eligible to be cast by all Partners, and may be held at any time, date and place determined by the General Partner in the case of meetings called by the General Partner or the Partners and at any time, date and place determined by the Directors in the case of meetings called by the Directors. In each case, the General Partner will provide notice of the meeting, stating the date, time and place of the meeting and the record date for the meeting, to each Partner entitled to vote at the meeting within a reasonable time prior to the meeting. Failure to receive notice of a meeting on the part of any Partner will not affect the validity of any act or proceeding of the meeting, so long as a quorum is present at the meeting. Except as otherwise required by applicable law, only matters set out in the notice of a meeting may be voted on by the Partners at the meeting. The presence in person or by proxy of Partners holding a majority of the total number of votes eligible to be cast by all Partners as of the record date will constitute a quorum at any meeting of Partners. In the absence of a quorum, a meeting may be adjourned to the time or times as determined by the General Partner and communicated to the Directors in the manner described above in this Section 3.4(a). Except as otherwise required by any provision of this Agreement or of the 1940 Act, (1) those candidates receiving a plurality of the votes cast at any meeting of Partners called pursuant to Section 2.11(c) of this Agreement or elected pursuant to the requirement of Section 2.11(b) will be elected as Directors and (2) all other actions of the Partners taken at a meeting will require the affirmative vote of Partners holding a majority of the total number of votes eligible to be cast by those Partners who are present in person or by proxy at the meeting.

Meetings of Partners. (a) Actions requiring the vote of the Partners may be taken at any duly constituted meeting of the Partners at which a quorum is present or by means of a written consent. Meetings of the Partners may be called by the General Partner, by the affirmative vote of a majority of Directors then in office, or by Partners holding at least a majority of the total number of votes eligible to be cast by all Partners, and may be held at any time, date and place determined by -------------------- the General Partner in the case of meetings and shall be called by the General Partner upon the written request of any Limited Partners holding thirty percent (30%) or more of the total Partnership Percentages. Notice of any such meeting shall be given to all Partners not less than seven (7) days or more than thirty (30) days prior to the date of the meeting and shall state the nature of the business to be transacted. Any Partner may waive notice of a meeting, if it shall so elect, by providing the Partnership with written notice of waiver. For the purpose of determining the Partners and at entitled to vote on, or to vote at, any time, date and place determined by meeting of the Directors in the case of meetings called by the Directors. In each casePartners or any adjournment thereof, the General Partner will provide notice of or the meetingLimited Partners requesting such meeting may set, stating the datein advance, time and place of the meeting and a date as the record date for the meeting, to each Partner entitled to vote at the meeting within a reasonable time prior to the any such determination of Limited Partners. Such date shall not be more than sixty (60) days nor less than ten (10) days before any such meeting. Failure to receive notice of a meeting on the part of any Partner will not affect the validity of any act or proceeding of the meeting, so long as a quorum is present at the meeting. Except as otherwise required by applicable law, only matters set out Partners may vote in the notice of a meeting may be voted on by the Partners at the meeting. The presence in person Person or by proxy of Partners holding a majority of the total number of votes eligible to be cast by all Partners as of the record date will constitute a quorum at any meeting of Partners. In Each Partner may authorize any Person to act for it by proxy on all matters on which it is entitled to participate, whether by waiving notice of any meeting or voting or participating at a meeting. Every proxy must be signed by the absence Partner or its attorney-in-fact. No proxy shall be valid after the expiration of a quorum, a eleven (11) months from the date thereof unless otherwise provided in the proxy. Each meeting may of Partners shall be adjourned to the time or times as determined conducted by the General Partner and communicated or such other Person as a General Partner may appoint pursuant to such rules as to the Directors conduct of the meeting as the General Partner or such other Person deems appropriate. Partners may participate in and hold a meeting by conference telephone or similar communication equipment on which all Persons participating in the manner described above in this Section 3.4(a)meeting can hear and speak to each other. Except as otherwise Whenever the vote or consent of Partners is permitted or required by any provision of under this Agreement or the Act, such vote or consent may be given at a meeting of the 1940 ActPartners or may be taken without a meeting if a consent in writing, (1) those candidates receiving setting forth the action taken, is signed by the Partners having the requisite Partnership Percentages to consent to or approve the subject matter thereof, and any such consent shall have the same force and effect as a plurality vote at a meeting. Prompt notice of the votes cast taking of an action by consent shall be given to the Partners who have not consented in writing to the taking of the action. A Majority in Interest of the Partners shall constitute a quorum for the transaction of business at any meeting of the Partners called pursuant to Section 2.11(c) of and except as otherwise expressly provided in this Agreement or elected pursuant to by the requirement Act, the vote of Section 2.11(b) will be elected as Directors and (2) all other actions a Majority in Interest of the Partners taken at a meeting will require the affirmative vote of Partners holding a majority of the total number of votes eligible to be cast by those Partners who are present in person or by proxy at the meetingshall control.

Meetings of Partners. (a) Actions requiring The Managing General Partner shall hold an annual meeting of Partners beginning in the vote first full calendar year following the end of the Initial Offering Period. The Managing General Partner shall give at least forty-five days notice of the time and place of such meeting to each Partner, which notice shall set out the agenda for such meeting. (b) The Managing General Partner and the Non-Managing General Partner, together or independently, may call a special meeting of the Partnership by giving at least ten days notice of the time and place of such meeting to each Partner, which notice shall set out the agenda for such meeting. (c) Any action required to be, or which may be, taken at any meeting of the Partners may be taken at any duly constituted in writing without a meeting of if consents thereto are given by (i) the Partners at which a quorum is present or by means of a written consent. Meetings of the Partners may be called by the Managing General Partner, (ii) the Non-Managing General Partner (to the extent such action requires the approval of the Non-Managing General Partner by the affirmative vote terms of a majority of Directors then in office, or by Partners holding at least a majority of the total number of votes eligible to be cast by all Partnersthis Agreement), and (iii) Partners owning Partnership Interests having an aggregate Percentage Interest not less than the amount that would be necessary to take such action at a meeting; provided that a vote to terminate the Partnership pursuant to Section 12.2 may be held only at a meeting duly called, and not by written consent in lieu thereof. (d) A Partner may vote at any time, date and place determined by the General Partner in the case of meetings called by the General Partner or the Partners and at any time, date and place determined by the Directors in the case of meetings called by the Directors. In each case, the General Partner will provide notice of the meeting, stating the date, time and place of the meeting and the record date for the meeting, to each Partner entitled to vote at the meeting within a reasonable time prior to the meeting. Failure to receive notice of a meeting on the part of any Partner will not affect the validity of any act or proceeding of the meeting, so long as a quorum is present at the meeting. Except as otherwise required by applicable law, only matters set out in the notice of a meeting may be voted on by the Partners at the meeting. The presence either in person or by a proxy which such Partner has duly executed in writing. (e) The chairman of Partners holding a majority any special meeting shall be the President or another Person affiliated with and designated by the Managing General Partner. A Person designated by the Managing General Partner shall keep written minutes of all of the total number proceedings and votes of votes eligible to be cast by all Partners as of the any such meeting. (f) The Managing General Partner may set in advance a record date will constitute a quorum for determining the Partners entitled to notice of and to vote at any meeting of Partnersor entitled to express consent to any action in writing without a meeting. In the absence of a quorum, a meeting may No record date shall be adjourned less than ten nor more than sixty days prior to the time or times as determined by the General Partner and communicated to the Directors in the manner described above in this Section 3.4(a). Except as otherwise required by any provision date of this Agreement or of the 1940 Act, (1) those candidates receiving a plurality of the votes cast at any meeting of Partners called pursuant to Section 2.11(c) of this Agreement or elected pursuant to the requirement of Section 2.11(b) will be elected as Directors and (2) all other actions of the Partners taken at a meeting will require the affirmative vote of Partners holding a majority of the total number of votes eligible to be cast by those Partners who are present in person or by proxy at the meeting.which such record

Meetings of Partners. (a) Actions requiring the vote of the Partners may be taken at any duly constituted meeting of the Partners at which a quorum is present or by means of a written consentpresent. Meetings of the Partners may be called by the General Partner, by the affirmative vote of a majority Board of Directors then in office, or by Partners holding at least a majority 25% or more of the total number of votes eligible to be cast by all Partners, and may be held at any such time, date and place determined by as the General Partner in the case Board of meetings called by the General Partner or the Partners and at any time, date and place determined by the Directors in the case shall determine. The Board of meetings called by the Directors. In each case, the General Partner will Directors shall arrange to provide written notice of the meeting, stating the date, time and place of the meeting and the record date for the meetingtherefor, to each Partner entitled to vote at the meeting within a reasonable time prior to the meetingthereto. Failure to receive notice of a meeting on the part of any Partner will shall not affect the validity of any act or proceeding of the meeting, so long as a quorum is shall be present at the meeting. Except , except as otherwise required by applicable law, only . Only matters set out forth in the notice of a meeting may be voted on by the Partners at the a meeting. The presence in person or by proxy of Partners holding a majority of the total number of votes eligible to be cast by all Partners as of the record date will shall constitute a quorum at any meeting of Partnersmeeting. In the absence of a quorum, a meeting of the Partners may be adjourned by action of a majority of the Partners present in person or by proxy without additional notice to the time or times as determined by the General Partner and communicated to the Directors in the manner described above in this Section 3.4(a)Partners. Except as otherwise required by any provision of this Agreement or of the 1940 Investment Company Act, (1i) those candidates receiving a plurality of the votes cast at any meeting of Partners called pursuant to Section 2.11(c) of this Agreement or elected pursuant to the requirement of Section 2.11(b) will shall be elected as Directors and (2ii) all other actions of the Partners taken at a meeting will shall require the affirmative vote of Partners holding a majority of the total number of votes eligible to be cast by those Partners who are present in person or by proxy at the such meeting.