Common use of Meetings of the Limited Partners Clause in Contracts

Meetings of the Limited Partners. (a) A meeting of the Limited Partners may be called by the General Partner on its own initiative, and shall be called by the General Partner following its receipt of written request(s) for a meeting from Limited Partners holding 10% or more of the then outstanding Units, to act upon any matter on which the Limited Partners may vote (as set forth in this Agreement). Every such request for a meeting shall state with reasonable specificity (i) the purpose(s) for which such meeting is to be held and (ii) the text of any matter, resolution or action proposed to be voted upon by the Limited Partners at such meeting (which text the General Partner shall, subject to the provisions of Section 13.3, submit an accurate summary of such proposal in its Notice of such meeting to the Limited Partners). Within ten days following the receipt of such a request, the General Partner shall give Notice to all Limited Partners of such meeting in the manner and for a time and place as specified in paragraph 13.1(b). In addition, the General Partner acting on its own initiative may, and following its receipt of written request(s) therefor from Limited Partners holding more than 10% of the then outstanding Units shall, submit for action by Consent of the Limited Partners, in lieu of a meeting, any matter on which the Limited Partners may vote (as set forth in this Section 13. (b) A Notice of any such meeting (or action by written Consent without a meeting) shall be given to all Limited Partners either (i) personally or by mail (if such meeting is being called, or Consent action is being solicited, by the General Partner upon the request of the Limited Partners) or (ii) by regular mail (if such meeting is being called, or Consent action is being solicited, by the General Partner on its own initiative) and a meeting called pursuant to such Notice shall be held (or Consent action taken) not less than 15 days nor more than 60 days after the date such Notice is distributed. Such Notice shall be delivered or mailed to each Limited Partner at his record address, or at such other address as he may have furnished in writing to the General Partner for receipt of Notices, and shall state the place, date and time of such meeting (which shall be the place, date and time, if any, specified in the request for such meeting or such other place, date and time as the General Partner shall determine to be reasonable and convenient to the Limited Partners) and shall state the purpose(s) for which such meeting is to be held. If any meeting of the Limited Partners is properly adjourned to another time or place, and if any announcement of the adjournment of time or place is made at the meeting, it shall not be necessary to give notice of the adjourned meeting. The presence in person or by proxy of the Majority Interest shall constitute a quorum at all meetings of the Limited Partners; provided, however, that, if -------- ------- there be no such quorum, holders of a majority of the Interests so present or so represented may adjourn the meeting from time to time without further notice, until a quorum shall have been obtained. No Notice of any meeting of Limited Partners need be given to any Limited Partner who attends in person or is represented by proxy (except when a Limited Partner attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business on the ground that the meeting is not lawfully called or convened) or to any Limited Partner otherwise entitled to such Notice who has executed and filed with the records of the meeting, either before or after the time thereof, a written waiver of such Notice. (c) For the purpose of determining the Limited Partners entitled to vote on any matter submitted to the Limited Partners at any meeting of such Limited Partners (or to take action by Consent in lieu thereof), or any adjournment thereof, the General Partner or the Limited Partners requesting such meeting may fix, in advance, a date as the record date, which shall be a date not more than fifty (50) days nor less than ten (10) days prior to any such meeting (or Consent action), for the purpose of any such determination. (d) Any Limited Partner may authorize any Person or Persons to act for such Limited Partner by proxy in respect of all matters as to which such Limited Partner is entitled to participate, whether by waiving Notice of any meeting, taking action by Consent or voting as to any matter or participating at a meeting of the Limited Partners. Every proxy must be signed by a Limited Partner or his attorney-in-fact. No proxy shall be valid after the expiration of eleven months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the Limited Partner executing it. (e) At each meeting of the Limited Partners, the Limited Partners present or represented by proxy may adopt such rules for the conduct of such meeting as they shall deem appropriate, provided that such rules shall not be inconsistent with the provisions of this Agreement.

Meetings of the Limited Partners. (a) A meeting Meetings of the Limited Partners for any purpose (including the designation of representatives to the Oversight Board pursuant to the Joint Management Agreement or the matters set forth in Section 4.02 above) may be called by the General Partner on its own initiative, at any time and shall be called by the General Partner following its receipt of written request(s) for a meeting from Limited Partners holding 10% or more of the then outstanding Units, to act upon any matter on which the Limited Partners may vote (as set forth in this Agreement). Every such request for a meeting shall state with reasonable specificity (i) the purpose(s) for which such meeting is to be held before June 30, 1996 and thereafter before June 30 in each calendar year; and (ii) within ten days after written request for such a meeting signed by (A) a majority of the text Oversight Board constituted in the Joint Management Agreement or (B) 10% in interest of the Partnership's Limited Partners; provided, that no more than one meeting may be called by Limited Partners during any mattertwelve-month period, resolution except that meetings called to appoint a new General Partner pursuant to Section 4.09 or action 4.10 hereof shall not be subject to this limitation and, notwithstanding the foregoing, meetings may be called at any time by that number of Limited Partners who own more than 50% of the aggregate number of Interests in the Partnership. Any such request shall state the purpose of the proposed meeting and the matters proposed to be voted acted upon thereat. Meetings shall be held at such place as is permitted pursuant to Section 4.11(b) below at such time as is designated by the Oversight Board or such Limited Partners. At each meeting, the Limited Partners at such meeting (which text shall be given the opportunity to review and discuss the Partnership's investment activities with the General Partner shall, subject to and a representative of the provisions of Section 13.3, submit an accurate summary of such proposal in its Notice of such meeting to Manager and the Limited Partners). Within ten days following the receipt of such a request, the General Partner shall give Notice to all Limited Partners of such meeting in the manner and for a time and place as specified in paragraph 13.1(b)Advisor. In addition, the General Partner acting on its own initiative may, and following its upon receipt of written request(s) therefor from Limited Partners holding more than a request in writing signed by 10% in interest of the then outstanding Units Partnership's Limited Partners, the General Partner shall, submit for action by Consent of the Limited Partners, in lieu of a meeting, any matter on upon which the Limited Partners may are entitled to act to the Limited Partners for a vote by written consent without a meeting (in which case the vote shall only be passed if approved by such number of Partners as set forth in this Section 13would have been required had such vote been taken at a meeting). (b) A Notice of any such meeting to be held pursuant to paragraph (a) above or action by written Consent without a meeting) Section 4.10 hereof shall be given to all Limited Partners either (i) personally or by mail (if such meeting is being called, or Consent action is being solicited, by the General Partner upon the request of the Limited Partners) or (ii) by regular mail (if such meeting is being called, or Consent action is being solicited, by the General Partner on its own initiative) and a meeting called pursuant to such Notice shall be held (or Consent action taken) not less than 15 10 days nor more than 60 days after before the date such Notice is distributed. Such Notice shall be delivered or mailed of the meeting, to each Limited Partner at his record addressaddress on the books of the Partnership, or at such other address as which he may have furnished in writing to the General Partner for receipt of Noticesthe Partnership. Such notice shall be in writing, and shall state the place, date and time hour of such the meeting (which shall be the place, date and time, if any, specified in the request for such meeting or such other place, date and time as the General Partner shall determine to be reasonable and convenient to the Limited Partners) and shall state indicate (if so) that the purpose(s) for which such meeting notice is to be held. If any meeting being issued at or by the direction of the Limited Partner or Limited Partners calling the meeting. If a meeting is properly adjourned to another time or place, and if any an announcement of the adjournment of or time or place is made at the meeting, it shall not be necessary to give notice of the adjourned meeting. The presence in person or by proxy All meetings, including adjourned meetings, of the Majority Interest Partners shall constitute a quorum be held at all meetings the principal place of business of the Limited Partners; provided, however, that, if -------- ------- there be no Partnership as specified in Section 1.04 or such quorum, holders of a majority of other place in the Interests so present or so represented may adjourn United Kingdom as the meeting from time to time without further notice, until a quorum General Partner shall have been obtained. No Notice of any meeting of Limited Partners need be given to any Limited Partner who attends in person or is represented by proxy (except when a Limited Partner attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business on the ground that the meeting is not lawfully called or convened) or to any Limited Partner otherwise entitled to such Notice who has executed and filed with the records of the meeting, either before or after the time thereof, a written waiver of such Noticedesignate. (c) For the purpose of determining the Limited Partners entitled to vote on any matter submitted to the Limited Partners at any meeting of such Limited Partners (or to take action by Consent in lieu thereof)the Partners, or any adjournment thereof, or to vote by written consent without a meeting, the General Partner or (or, in the case of votes to be taken at meetings called pursuant to Section 4.10 hereof, the Limited Partner or Partners requesting such meeting calling the meeting) may fix, fix in advance, advance a date as the record date, which date for any such determination of Partners. Such date shall not be a date not more than fifty (50) 50 days nor less than ten (10) days prior to before any such meeting (or Consent action), submission of a matter to the Partners for the purpose of any such determinationa vote by written consent. (d) Any Limited Each Partner may authorize authorise any Person person or Persons persons to act for such Limited Partner him by proxy with respect to any matter in respect of all matters as to which such Limited Partner is entitled to participate, whether by waiving Notice notice of any meeting, taking action by Consent or voting as to any matter or participating at a meeting of the Limited Partnersmeeting. Every proxy must be signed by a Limited the Partner or his attorney-in-fact. No proxy shall be valid after the expiration of eleven 12 months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the Limited Partner executing it. (e) At each meeting of the Limited Partners, the Limited Partners present or represented by proxy may shall elect such officers and adopt such rules for the conduct of such meeting as they shall deem appropriate. For purposes of determining whether a matter has been approved by a Majority-in-Interest of the Fund's Partners or the applicable Super-Majority-in-Interest of the Fund's Partners, provided that the vote on such rules matter taken by the partners of any or all of the Other Fund Entities may, but need not be, taken simultaneously and at the same meeting as the vote on such matter taken by the Partners, and the votes of the partners of the Other Fund Entities shall not be inconsistent aggregated with the provisions votes of this Agreementthe Partners to determine whether a matter has been approved by a Majority-in-Interest of the Fund's Partners or the applicable Super-Majority-in-Interest of the Fund's Partners so long as such votes are taken not more than 30 days apart.

Meetings of the Limited Partners. A. The General Partner shall call meetings of the Limited Partners at such times as it determines to be necessary or appropriate or upon the written request of any Partner or Partners (aother than Partners who received Units granted under the Plan) with a combined Percentage Interest of ten percent (10%) or more. B. Any Limited Partner(s) making a request for a meeting of the Limited Partners as provided in Section 5.6.A must sign the request and specify therein the purpose or purposes of the proposed meeting. Upon receipt of such request, the General Partner shall, at the expense of the Partnership, provide each Partner, within ten (10) days of such request, with written notice of the meeting and the purpose of such meeting. Such meeting shall be held on the date (if any) requested by the Limited Partner(s) calling such meeting, but in no event less than fifteen (15) days or more than sixty (60) days after the receipt of such request. The notice shall include a detailed statement of the action to be proposed at the meeting, including a verbatim statement of the wording of any resolution proposed for adoption by the Limited Partners or any proposed amendments to this Agreement. The Partnership shall provide for proxies or written consents which specify a choice between approval and disapproval of each matter to be acted upon at the meeting. C. Written notice stating the date, time and place of a meeting not described in Section 5.6.B shall be given not less than ten (10) or more than 60 (sixty) days before the date thereof, by the General Partner to each Limited Partner, including IronBrand. The notice of a meeting shall specifically state the purpose or purposes for which the meeting is called. D. Any notice required to be given to any Partner under the Uniform Act or this Agreement may be waived in writing by the Partner entitled to such notice (whether before or after the meeting). A Partner's attendance at a meeting also waives any required notice to him of the meeting, unless the Partner at the beginning of a meeting objects to holding the meeting or transacting particular business at the meeting. E. All meetings of the Partners shall be held at the principal office of the Partnership unless the General Partner designates another reasonable place for the meeting. F. Each Partner otherwise entitled to vote hereunder on the matter under consideration shall be entitled to one vote for each Unit that Partner holds. At all meetings of the Partners, a Partner may vote in person or by proxy executed in writing by the Partner and exercised by his duly authorized representative. G. Any one or more Partners may participate in a meeting of the Partners by means of a conference telephone or similar communication device that allows all persons participating in the meeting to simultaneously hear each other during the meeting, and such participation in the meeting shall be the equivalent of being present in person at such meeting. H. Any action required or permitted to be taken at a meeting of the Limited Partners may be called by the General Partner on its own initiative, and shall be called by the General Partner following its receipt of written request(s) for taken without a meeting from Limited Partners holding 10% if one or more of written consents, setting forth the then outstanding Units, action so taken or to act upon any matter on which the Limited Partners may vote (as set forth in this Agreement). Every such request for a meeting shall state with reasonable specificity be taken is (i) sent to all Limited Partners (in the purpose(smanner provided in Section 12.3), including IronBrand, and is signed by those Limited Partners (or the duly authorized representative or representatives of any such Limited Partners) for which owning the required combined voting interest to approve such meeting is to be held action, whether before or after the action so taken, and (ii) the text of any matter, resolution or action proposed to be voted upon by the Limited Partners at such meeting (which text the General Partner shall, subject to the provisions of Section 13.3, submit an accurate summary of such proposal in its Notice of such meeting to the Limited Partners). Within ten days following the receipt of such a request, the General Partner shall give Notice to all Limited Partners of such meeting in the manner and for a time and place as specified in paragraph 13.1(b). In addition, the General Partner acting on its own initiative may, and following its receipt of written request(s) therefor from Limited Partners holding more than 10% of the then outstanding Units shall, submit for action by Consent of the Limited Partners, in lieu of a meeting, any matter on which the Limited Partners may vote (as set forth in this Section 13. (b) A Notice of any such meeting (or action by written Consent without a meeting) shall be given to all Limited Partners either (i) personally or by mail (if such meeting is being called, or Consent action is being solicited, by the General Partner upon the request of the Limited Partners) or (ii) by regular mail (if such meeting is being called, or Consent action is being solicited, by the General Partner on its own initiative) and a meeting called pursuant to such Notice shall be held (or Consent action taken) not less than 15 days nor more than 60 days after the date such Notice is distributed. Such Notice shall be delivered or mailed to each Limited Partner at his record address, or at such other address as he may have furnished in writing to the General Partner for receipt of Notices, and shall state to be included in the place, date and time of such meeting (which Partnership's permanent records. Action taken under this Section 5.6.H shall be effective when all Limited Partners entitled to vote have been provided a copy of the place, date proposed written consent and time, if any, specified in the request for such meeting or such other place, date and time as the General Partner shall determine to be reasonable and convenient to the Limited Partners) and shall state the purpose(s) for which such meeting is to be held. If any meeting of the Limited Partners (or such duly authorized representatives thereof) needed to approve such action have signed the written consent (or counterpart thereof), unless the consent specifies that it is properly adjourned to another time effective as of an earlier or place, and if any announcement later date. Written consent of the adjournment of time or place is made at the meeting, it shall not be necessary to give notice of the adjourned meeting. The presence in person or by proxy of the Majority Interest shall constitute a quorum at all meetings of the Limited Partners; provided, however, that, if -------- ------- there be no such quorum, holders of a majority of the Interests so present or so represented may adjourn the meeting from time to time without further notice, until a quorum shall have been obtained. No Notice of any meeting of Limited Partners need be given to any Limited Partner who attends in person or is represented by proxy (except when a Limited Partner attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business on the ground that the meeting is not lawfully called or convened) or to any Limited Partner otherwise entitled to such Notice who has executed and filed with the records of the meeting, either before or after the time thereof, a written waiver of such Notice. (c) For the purpose of determining the Limited Partners entitled to vote on any matter submitted to has the Limited Partners at any meeting same force and effect as the vote of such Limited Partners (and may be described as such in any document or to take action instrument. I. Each meeting of the Limited Partners shall be presided over by Consent in lieu thereof)the General Partner, or any adjournment thereofin the absence or at the request of the General Partner, by such other Person as the General Partner may designate, or in the absence of such designation, by any person selected to preside by a majority of the votes cast by the Limited Partners requesting for such meeting may fix, in advance, a date as purpose at the record date, which shall be a date not more than fifty (50) days nor less than ten (10) days prior to any such meeting (or Consent action), for the purpose of any such determinationmeeting. (d) Any Limited Partner may authorize any Person or Persons to act for such Limited Partner by proxy in respect J. The cost of all matters as to which such Limited Partner is entitled to participate, whether by waiving Notice of any meeting, taking action by Consent or voting as to any matter or participating at calling and holding a meeting of the Limited Partners. Every proxy must be signed by a Limited Partner or his attorney-in-fact. No proxy Partners shall be valid after paid by the expiration Partnership. K. For the purposes of eleven months from Section 5.5.A, the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure Consent of the Limited Partner executing it. Partners shall be determined without including the Units owned by IronBrand (eexcept under the circumstances described in Section 5.5.B(iv)); provided however that if The S Associates Limited Partnership, The O Associates Limited Partnership and Xxxxxxx X. Xxxxx (voting as a group) At each meeting determine to take any action (or not to take any action) described in Section 5.5.A (the vote of such group with respect to such matter, the "NFC Vote") and the NFC Vote would not constitute the "Consent of the Limited Partners" with respect to such matter, then, at the sole election of the General Partner, the Units owned by IronBrand shall be permitted to be included in the determination of "Consent of the Limited Partners present or represented by proxy may adopt Partners" with respect to such rules for the conduct of such meeting as they shall deem appropriate, provided that such rules shall not be inconsistent with the provisions of this Agreementmatter.

Meetings of the Limited Partners. (a) A meeting Meetings of the Limited Partners for any purpose (including the designation of representatives to the Oversight Board pursuant to the Joint Management Agreement or the other matters set forth in Section 4.02 above) may be called by the General Partner on its own initiative, at any time and shall be called by the General Partner following its receipt of written request(s) for a meeting from Limited Partners holding 10% or more of the then outstanding Units, to act upon any matter on which the Limited Partners may vote (as set forth in this Agreement). Every such request for a meeting shall state with reasonable specificity (i) the purpose(s) for which such meeting is to be held before June 30, 1996 and thereafter before June 30 in each calendar year; and (ii) within ten days after written request for such a meeting signed by (A) a majority of the text Oversight Board constituted in the Joint Management Agreement or (B) 10% in interest of the Partnership's Limited Partners (as defined below); provided, that no more than one meeting may be called by Limited Partners during any mattertwelve-month period, resolution except that meetings called to appoint a new General Partner pursuant to Section 4.09 or action 4.10 hereof shall not be subject to this limitation and, notwithstanding the foregoing, meetings may be called at any time by that number of Limited Partners who own more than 50% of the aggregate number of Interests in the Partnership. Any such request shall state the purpose of the proposed meeting and the matters proposed to be voted acted upon thereat. Meetings shall be held at the principal office of the General Partner or at such other place outside the United States as may be designated by the General Partner, or, if the meeting is called upon the request of the Oversight Board or Limited Partners, such place outside the United States and at such time as is designated by the Oversight Board or such Limited Partners. At each meeting, the Limited Partners at such meeting (which text shall be given the opportunity to review and discuss the Partnership's investment activities with the General Partner shall, subject to and a representative of the provisions of Section 13.3, submit an accurate summary of such proposal in its Notice of such meeting to Manager and the Limited Partners). Within ten days following the receipt of such a request, the General Partner shall give Notice to all Limited Partners of such meeting in the manner and for a time and place as specified in paragraph 13.1(b)Advisor. In addition, the General Partner acting on its own initiative may, and following its upon receipt of a written request(s) therefor from request signed by that number of Limited Partners holding who own more than 10% of the then outstanding Units aggregate number of Interests in the Partnership (such number of Limited Partners being referred to as "10% in interest of the Partnership's Limited Partners"), the General Partner shall, submit for action by Consent of the Limited Partners, in lieu of a meeting, any matter on upon which the Limited Partners may vote (as set forth in this Section 13. (b) A Notice of any such meeting (or action by written Consent without a meeting) shall be given to all Limited Partners either (i) personally or by mail (if such meeting is being called, or Consent action is being solicited, by the General Partner upon the request of the Limited Partners) or (ii) by regular mail (if such meeting is being called, or Consent action is being solicited, by the General Partner on its own initiative) and a meeting called pursuant to such Notice shall be held (or Consent action taken) not less than 15 days nor more than 60 days after the date such Notice is distributed. Such Notice shall be delivered or mailed to each Limited Partner at his record address, or at such other address as he may have furnished in writing to the General Partner for receipt of Notices, and shall state the place, date and time of such meeting (which shall be the place, date and time, if any, specified in the request for such meeting or such other place, date and time as the General Partner shall determine to be reasonable and convenient to the Limited Partners) and shall state the purpose(s) for which such meeting is to be held. If any meeting of the Limited Partners is properly adjourned to another time or place, and if any announcement of the adjournment of time or place is made at the meeting, it shall not be necessary to give notice of the adjourned meeting. The presence in person or by proxy of the Majority Interest shall constitute a quorum at all meetings of the Limited Partners; provided, however, that, if -------- ------- there be no such quorum, holders of a majority of the Interests so present or so represented may adjourn the meeting from time to time without further notice, until a quorum shall have been obtained. No Notice of any meeting of Limited Partners need be given to any Limited Partner who attends in person or is represented by proxy (except when a Limited Partner attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business on the ground that the meeting is not lawfully called or convened) or to any Limited Partner otherwise are entitled to such Notice who has executed and filed with the records of the meeting, either before or after the time thereof, a written waiver of such Notice. (c) For the purpose of determining the Limited Partners entitled to vote on any matter submitted act to the Limited Partners at any meeting of such Limited Partners (or to take action for a vote by Consent in lieu thereof), or any adjournment thereof, the General Partner or the Limited Partners requesting such meeting may fix, in advance, written consent without a date as the record date, which shall be a date not more than fifty (50) days nor less than ten (10) days prior to any such meeting (or Consent action), for in which case the purpose vote shall only be passed if approved by such number of any Partners as would have been required had such determination. (d) Any Limited Partner may authorize any Person or Persons to act for such Limited Partner by proxy in respect of all matters as to which such Limited Partner is entitled to participate, whether by waiving Notice of any meeting, taking action by Consent or voting as to any matter or participating vote been taken at a meeting of the Limited Partners. Every proxy must be signed by a Limited Partner or his attorney-in-fact. No proxy shall be valid after the expiration of eleven months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the Limited Partner executing itmeeting). (e) At each meeting of the Limited Partners, the Limited Partners present or represented by proxy may adopt such rules for the conduct of such meeting as they shall deem appropriate, provided that such rules shall not be inconsistent with the provisions of this Agreement.