Common use of Meetings of the Partners Clause in Contracts

Meetings of the Partners. (a) The General Partner shall meet with the Limited Partners at least twice annually on dates convenient to the Limited Partners. Each meeting shall take place in Amsterdam or such other place as unanimously agreed by the Partners. For any meeting of the Partners, the General Partner shall cause a written notice to be sent to the Partners at least ten (10) Business Days prior to the meeting. Such notice shall contain a detailed list of the items on the agenda. The General Partner shall cause to be delivered to the other Partners any materials material to the discussion of the items on the agenda at least five (5) Business Days prior to the meeting. (b) Meetings of the Partners to vote upon any matters which the Partners are authorized to vote on under this Agreement may be called at any time by a Partner by delivering written notice to the General Partner. Within ten (10) days following receipt of such request, the General Partner shall cause a written notice of a meeting to be given to the Partners entitled to vote, such meeting to be held at a place and time fixed by the General Partner on a date convenient to the Limited Partners. This meeting shall take place in Amsterdam or such other place as unanimously agreed to by the Partners. Any Partner may participate in any meeting called in accordance with this Section 2.08(b) by telephone or other form of telephonic communication. A detailed statement of the proposed action, including a verbatim statement of the wording of any resolution proposed for adoption by the Partners, shall be included with the notice of a meeting. (c) In lieu of a meeting called in accordance with Section 2.08(b) to vote on any matter which the Partners are authorized to vote under this Agreement, the General Partner shall submit the proposed action in writing to each of the Partners entitled to vote. Each such Partner shall give its written response to the proposed action to the General Partner within fifteen (15) days of the date of the giving of the General Partner’s notice to such Partner of such proposal. Any such notice shall specify the date upon which such fifteen (15)-day period for response ends. Any Partner failing to respond within such fifteen (15)-day period shall be deemed to have disapproved such proposed action.

Meetings of the Partners. (a) The For each Fund, the General Partner shall meet with the Limited Partners having an interest in such Fund at #10338536v8 least twice annually on dates convenient to the applicable Limited Partners. Additionally, at least once annually, the General Partner shall meet with all of the Partners in the Partnership. Each meeting shall take place in Amsterdam or such other place as unanimously agreed by the applicable Partners. For any meeting of the Partners, the General Partner shall cause a written notice to be sent to the applicable Partners at least ten (10) Business Days prior to the meeting. Such notice shall contain a detailed list of the items on the agenda. The General Partner shall cause to be delivered to the other Partners attending such meeting, any materials material to the discussion of the items on the agenda at least five (5) Business Days prior to the meeting. For the avoidance of doubt, nothing in this Section 2.08 shall prevent the General Partner from holding the annual meeting with all of the Partners in the Partnership concurrently with a semi-annual meeting for any Fund or Funds. (b) Meetings of the Partners to vote upon any matters which the Partners are authorized to vote on under this Agreement may be called at any time by a Partner by delivering written notice to the General Partner. Within ten (10) days following receipt of such request, the General Partner shall cause a written notice of a meeting to be given to the Partners entitled to vote, such meeting to be held at a place and time fixed by the General Partner on a date convenient to the applicable Limited Partners. This meeting shall take place in Amsterdam or such other place as unanimously agreed to by the Partners. Any Partner may participate in any meeting called in accordance with this Section 2.08(b) by telephone or other form of telephonic communication. A detailed statement of the proposed action, including a verbatim statement of the wording of any resolution proposed for adoption by the Partners, shall be included with the notice of a meeting. (c) In lieu of a meeting called in accordance with Section 2.08(b) to vote on any matter which the Partners are authorized to vote under this Agreement, the General Partner shall submit the proposed action in writing to each of the Partners entitled to vote. Each such Partner shall give its written response to the proposed action to the General Partner within fifteen (15) days of the date of the giving of the General Partner’s notice to such Partner of such proposal. Any such notice shall specify the date upon which such fifteen (15)-day period for response ends. Any Partner failing to respond within such fifteen (15)-day period shall be deemed to have disapproved such proposed action.

Meetings of the Partners. (a) The For each Fund, the General Partner shall meet with the Limited Partners having an interest in such Fund at least twice annually on dates convenient to the applicable Limited Partners. Additionally, at least once annually, the General Partner shall meet with all of the Partners in the Partnership. Each meeting shall take place in Amsterdam or such other place as unanimously agreed by the applicable Partners. For any meeting of the Partners, the General Partner shall cause a written notice to be sent to the applicable Partners at least ten (10) Business Days prior to the meeting. Such notice shall contain a detailed list of the items on the agenda. The General Partner shall cause to be delivered to the other Partners attending such meeting, any materials material to the discussion of the items on the agenda at least five (5) Business Days prior to the meeting. For the avoidance of doubt, nothing in this Section 2.08 shall prevent the General Partner from holding the annual meeting with all of the Partners in the Partnership concurrently with a semi-annual meeting for any Fund or Funds. (b) Meetings of the Partners to vote upon any matters which the Partners are authorized to vote on under this Agreement may be called at any time by a Partner by delivering written notice to the General Partner. Within ten (10) days following receipt of such request, the General Partner shall cause a written notice of a meeting to be given to the Partners entitled to vote, such meeting to be held at a place and time fixed by the General Partner on a date convenient to the applicable Limited Partners. This meeting shall take place in Amsterdam or such other place as unanimously agreed to by the Partners. Any Partner may participate in any meeting called in accordance with this Section 2.08(b) by telephone or other form of telephonic communication. A detailed statement of the proposed action, including a verbatim statement of the wording of any resolution proposed for adoption by the Partners, shall be included with the notice of a meeting. (c) In lieu of a meeting called in accordance with Section 2.08(b) to vote on any matter which the Partners are authorized to vote under this Agreement, the General Partner shall submit the proposed action in writing to each of the Partners entitled to vote. Each such Partner shall give its written response to the proposed action to the General Partner within fifteen (15) days of the date of the giving of the General Partner’s notice to such Partner of such proposal. Any such notice shall specify the date upon which such fifteen (15)-day period for response ends. Any Partner failing to respond within such fifteen (15)-day period shall be deemed to have disapproved such proposed action.

Meetings of the Partners. (a) The General Partner shall meet with the Limited Partners at least twice annually on dates convenient to the Limited Partners. Each This meeting shall take place in Amsterdam or such other place as unanimously agreed by the Partners. For any meeting of the Partners, the General Partner shall cause a written notice to be sent to the Partners at least ten (10) Business Days prior to the meeting. Such notice shall contain a detailed list of the items on the agenda. The General Partner shall cause to be delivered to the other Partners any materials material to the discussion of the items on the agenda at least five (5) Business Days prior to the meeting. (b) Meetings of the Partners to vote upon any matters which the Partners are authorized to vote on under this Agreement may be called at any time by a Partner by delivering written notice to the General Partner. Within ten (10) days following receipt of such request, the General Partner shall cause a written notice of a meeting to be given to the Partners entitled to vote, such meeting to be held at a place and time fixed by the General Partner on a date convenient to the Limited Partners. This meeting shall take place in Amsterdam or such other place as unanimously agreed to by the Partners. Any Partner may participate in any meeting called in accordance with this Section 2.08(b) by telephone or other form of telephonic communication. A detailed statement of the proposed action, including a verbatim statement of the wording of any resolution proposed for adoption by the Partners, shall be included with the notice of a meeting. (c) In lieu of a meeting called in accordance with Section 2.08(b) to vote on any matter which the Partners are authorized to vote under this Agreement, the General Partner shall submit the proposed action in writing to each of the Partners entitled to vote. Each such Partner shall give its written response to the proposed action to the General Partner within fifteen (15) days of the date of the giving of the General Partner’s notice to such Partner of such proposal. Any such notice shall specify the date upon which such fifteen (15)-day period for response ends. Any Partner failing to respond within such fifteen (15)-day period shall be deemed to have disapproved such proposed action.

Meetings of the Partners. (a) 6.1 The General highest governing body of the Company shall be the Meeting of the Partners. The Meeting of the Partners shall determine the general business policy of the Company, as well as the Company's principal guidelines, activities and structure. Partners are expected to personally attend meetings. If a Partner shall meet with is unable to attend the Limited Partners at least twice annually Meeting in person, he may vote on dates convenient any matter on the agenda for such meeting by appointing a proxy by written notice to the Limited PartnersChairman of the Meeting prior to the Meeting or by giving notice of his actual vote on the matter in writing to the Chairman before the Meeting. 6.2 The Meeting of the Partners shall be held as necessary, but not less than once per year. Each meeting shall take place in Amsterdam or such other place as unanimously The Meeting of the Partners will be held at the registered address of the Company unless otherwise agreed by the Partners. 6.3 The Meeting of the Partners shall be convened by the Directorate (as defined in Article 7) which shall notify the Partners of the meeting and the draft agenda not later than 8 days prior to the Meeting. For Upon receipt of the notice related to the Meeting, a Partner may, within five days, introduce changes and/or amendment to the draft agenda of the Meeting. In the beginning of the Meeting, Partners may vote on individual issues to be included in the agenda. 6.4 Any person attending the Meeting of the Partners in any capacity is bound by the same rules regarding maintenance of confidentiality and disclosure of interest which bind the Partners. 6.5 The Directorate is responsible to convene immediately the Meeting of the Partners if it is in the interest of the Company, provided that any notice given under this article shall give the Partners sufficient time to travel to such meeting. 6.6 The Directorate and a Partner whose shares amount to at least 5% of the Charter Capital shall be entitled to demand an extraordinary meeting of the Partners by specifying the purpose and grounds for such meeting and addressing it to the other Partners. 6.7 A Meeting shall be entitled to decision-making only if it is attended by the Partners holding more than 50% of the voting rights. Notwithstanding the foregoing, the following matters are deemed to be outside the routine operations of the Company and require the attendance of all Partners that have the right to vote: (i) amendments to the Charter; (ii) changes in the Charter Capital or shares therein; (iii) approval of a competent, properly certified auditor to conduct auditing activities required by law; (iv) reorganisation, merger, liquidation or alienation of the Company or substantially all of its assets; (v) appointment and release of Directors, the Chief Geologist and the Chief Accountant: (vi) representing the Company in legal proceedings against Directors. 6.8 Each Partner must cast all its votes as a block and may not divide its votes on any matter. 6.9 The decisions of the Meeting of the Partners shall be adopted by a simple majority vote. 6.10 The annual, as well as extraordinary Meeting of the Partners need not be held if each Partner which has the right to vote, gives a written consent with regard to the issue under consideration. If any Partner is against such a procedure, an actual Meeting of the Partners shall be held to discuss the matter. 6.11 The Meeting of the Partners shall be presided over by the Chairman of the Meeting. The representative of NPL shall serve as Chairman of the meeting in the first year and the representative of Georgian Oil shall serve as Chairman of the meeting in the second year, thereafter alternating on an annual basis. 6.12 After any and all Meetings of the Partners at which a decision is adopted, minutes shall be recorded, signed by the Chairman of the Meeting, and sent to all Partners. The minutes shall indicate the place, date and time of the Meeting of the Partners, the General Partner shall cause a written notice to be sent to the Partners at least ten (10) Business Days prior to the meeting. Such notice shall contain a detailed list of the items on participating Partners and guests, the agenda. The General Partner shall cause to be delivered to , the other Partners any materials material to issues under consideration, 168 the discussion decisions of the items on the agenda at least five (5) Business Days prior to the meeting. (b) Meetings Meeting of the Partners to vote upon and any matters which the Partners are authorized to vote on under this Agreement may be called at any time by special opinion of a Partner by delivering written notice to the General Partner. Within ten (10) days following receipt of such request, the General Partner Partners shall cause a written notice of a meeting to be given to the Partners entitled to vote, such meeting to be held at a place and time fixed by the General Partner on a date convenient to the Limited Partners. This meeting shall take place in Amsterdam confirm their approval or such other place as unanimously agreed to by the Partners. Any Partner may participate in any meeting called in accordance with this Section 2.08(b) by telephone or other form of telephonic communication. A detailed statement disapproval of the proposed action, including a verbatim statement of the wording of any resolution proposed for adoption by the Partners, shall be included with the notice of a meeting. (c) In lieu of a meeting called in accordance with Section 2.08(b) to vote on any matter which the Partners are authorized to vote under this Agreement, the General Partner shall submit the proposed action in writing to each of the Partners entitled to vote. Each such Partner shall give its written response to the proposed action to the General Partner Minutes within fifteen (15) thirty days of the date of the giving of the General Partner’s notice to such Partner of such proposal. Any such notice shall specify the date upon which such fifteen (15)-day period for response ends. Any Partner failing to respond within such fifteen (15)-day period shall be deemed to have disapproved such proposed actionreceipt thereof.