Common use of Meetings of the Partners Clause in Contracts

Meetings of the Partners. An annual meeting of the Partners shall be held each year at a time and place selected by the General Partner, and in any case within ninety (90) days of the completion of the audit of the Partnership's financial statements for the immediately preceding fiscal year. Special meetings of the Partners may be called by the General Partner and shall be promptly called by the General Partner upon the written request of any one or more Limited Partners who own in the aggregate 20% or more of the aggregate Sharing Percentages in the Partnership owned by all Limited Partners, excluding any Sharing Percentage owned by the General Partner or any of its Affiliates. The notice of any meeting shall state the nature of the business to be transacted at such meeting, and actions taken at any such meeting shall be limited to those matters specified in the notice of the meeting. The General Partner shall select the date, time and place of any special meeting. Notice of any meeting shall be given by the General Partner to all Partners not less than ten (10) and not more than sixty (60) days prior to the date of the meeting. Partners may vote in person or by proxy at such meeting. Except as otherwise expressly provided in this Agreement or required by the express provisions of the Act, the requisite vote of the Partners shall be the Approval of the Partners, which shall control all decisions for which the vote of the Partners is required hereunder. Each Partner's voting rights shall be the same as that Partner's Sharing Percentage at the time of the vote. The presence of any Partner at a meeting shall constitute a waiver of notice of the meeting with respect to such Partner. The Partners may, at their election, participate in any regular or special meeting by means of conference telephone or similar communications equipment by means of which all Persons participating in the meeting can hear each other. A Partner's participation in a meeting pursuant to the preceding sentence shall constitute presence in person at such meeting for all purposes of this Agreement.

Appears in 2 contracts

Samples: Limited Partnership Agreement (Southridge Plaza Holdings Inc), Limited Partnership Agreement (Southridge Plaza Holdings Inc)

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Meetings of the Partners. An annual meeting of the Partners shall be held each year at a time and place selected by the General Partner, and in any case within ninety (90) days of the completion of the audit of the Partnership's financial statements for the immediately preceding fiscal year. Special meetings of the Partners may be called by the General Partner and shall be promptly called by the General Partner upon the written request of any one or more Limited Partners who own in the aggregate 20% or more of the aggregate Sharing Percentages in the Partnership owned by all Limited Partners, excluding any Sharing Percentage owned by the General Partner or any of its Affiliates. The notice of any meeting shall state the nature of the business to be transacted at such meeting, and actions taken at any such meeting shall be limited to those matters specified in the notice of the meeting. The General Partner shall select the date, time and place of any special meeting. Notice of any meeting shall be given by the General Partner to all Partners not less than ten (10) and not more than sixty (60) days prior to the date of the meeting. Partners may vote in person or by proxy at such meeting. Except as otherwise expressly provided in this Agreement or required by the express provisions of the Act, the requisite vote of the Partners shall be the Approval of the Partners, which shall control all decisions for which the vote of the Partners is required hereunder. Each Partner's voting rights shall be the same as that Partner's Sharing Percentage at the time of the vote. The presence of any Partner at a meeting shall constitute a waiver of notice of the meeting with respect to such Partner. The Partners may, at their election, participate in any regular or special meeting by means of conference telephone or similar communications equipment by means of which all Persons participating in the meeting can hear each other. A Partner's participation in a meeting pursuant to the preceding sentence shall constitute presence in person at such meeting for all purposes of this Agreement.

Appears in 1 contract

Samples: Limited Partnership Agreement (Southridge Plaza Holdings Inc)

Meetings of the Partners. An annual (a) Each Partner has the right to vote on each matter submitted to it for its consent or approval. Each Partner shall be entitled to one vote (or fraction thereof) for each percent (or fraction thereof) of its or his Percent-age Interest in the Partnership. Action of the Partners may be taken at a meeting of the Partners shall be held each year at a time and place selected or by the written con-sent of the Partners if a copy of the consent form is furnished to all Partners prior to the taking of such action. (b) Any Partner which is not an individual shall act only through a single representative designated to the General PartnerPartner in writing as such, and shall execute and deliver to the General Partner such documents and instruments as the General Partner may require evidencing such appointment and the intent of all shareholders, partners, or other participants in any case within ninety such Partner to be bound by the decisions of their designated representative. (90c) days of the completion of the audit of the Partnership's financial statements for the immediately preceding fiscal year. Special meetings Meetings of the Partners may be called by the General Partner or any other Partner. Meetings may be held in Person or by telephone conference call. Unless waived by the Partners, at least twenty (20) days’ prior written notice of the time, date and place of the meeting shall be promptly called given to each Partner by the General Partner upon Partner(s) calling the written request of any one or more Limited Partners who own in the aggregate 20% or more of the aggregate Sharing Percentages in the Partnership owned by all Limited Partners, excluding any Sharing Percentage owned by the General Partner or any of its Affiliatesmeeting. The Such notice of any meeting shall state the nature of specify the business to be transacted conducted at such meeting, and actions taken at any such meeting shall be limited to those matters specified in the notice of the meeting. The General Any Partner shall select the dateattending, time and place of any special meeting. Notice of any or participating in, a meeting shall be given by the General Partner to all Partners not less than ten (10) and not more than sixty (60) days prior to the date of the meeting. Partners may vote in person or by proxy at such meeting. Except as otherwise expressly provided in this Agreement or required by the express provisions of the Act, the requisite vote of the Partners shall be the Approval deemed to have waived notice. (d) A Partner may authorize another Partner to act for him or it as his or its proxy at any meeting of the Partners. Every proxy shall be in writing and filed with the General Partner prior to or at the meeting. (e) The failure of a Partner to respond, within the response period set forth in the request in question (which response period shall control all decisions for be not less than ten days nor more than thirty days from the date on which the vote of Partner in question is deemed to have received such request pursuant to Section 6.9(c), either in the Partners is required hereunder. Each Partner's voting rights shall be affirmative or the same as that Partner's Sharing Percentage at negative to any request it receives from the time of the vote. The presence of any General Partner at relating to a meeting shall constitute a waiver of notice of the meeting with proposed act in respect to such Partner. The Partners may, at their election, participate in any regular or special meeting by means of conference telephone or similar communications equipment by means of which all Persons participating in the meeting can hear each other. A Partner's participation in a meeting such Partner is entitled to vote pursuant to the preceding sentence this Agreement), shall constitute presence in person at such meeting conclusively be deemed for all purposes to be a vote by such Partner in favor of this Agreementthe act proposed by a General Partner.

Appears in 1 contract

Samples: Limited Partnership Agreement (HEALTHSOUTH of Toms River, Inc.)

Meetings of the Partners. An annual (a) Regular meetings of the Partners shall be held quarterly on the last Thursday of the first month of each calendar quarter at 10:00 a.m. in the offices of WQN or at such other place or places as may be determined from time to time by a majority vote of Voting Interests. Special meetings of the Partners shall be held when called by any Partner. Should any meeting date fall upon a legal holiday, then such meeting shall be held at the same time on the next regular business day. Neither written notice of regular meetings, nor the business to be transacted at or the purpose of regular meetings, shall be required to be delivered to Partners. Written notice of special meetings shall be given to each Partner at least two (2) business days before the date of the meetings. The business to be transacted at and the purpose of any special meeting of the Partners shall be held each year at a time and place selected by specified in the General Partner, and in notice of such meeting. (b) The holding of any case within ninety (90) days special meeting of the completion Partners shall be valid as though timely notice of such meeting had been given if all of the audit Partners attend such meeting, or if before or after the time of such meeting any Partner who has not received timely notice of such meeting signs a written waiver of notice. All such waivers shall be filed with the Partnership's financial statements for records or made a part of the immediately preceding fiscal yearminutes of the meeting. (c) Voting may be accomplished by voice or by written ballot. Special meetings No person may act by proxy on behalf of a Partner who is present in person. However, a Partner who is present in person may, in addition to casting his own votes, cast the vote of a Partner who is not present but who has given his written proxy to such Partner who is present. (d) Any action required or permitted to be taken at a meeting of the Partners may be called taken without a meeting if a written consent to such action is signed by the General Partner Partners owning the number of Voting Interests that would have been necessary to approve the action if a meeting had been held. Such written consent shall be filed with the minutes of the Partners' meetings and a copy of such written consent shall be promptly called by delivered to the General Partner upon the written request of any one non- signing Partner. (e) Any action required or more Limited Partners who own in the aggregate 20% or more of the aggregate Sharing Percentages in the Partnership owned by all Limited Partners, excluding any Sharing Percentage owned by the General Partner or any of its Affiliates. The notice of any meeting shall state the nature of the business permitted to be transacted at such meeting, and actions taken at any such a meeting shall be limited to those matters specified in the notice of the meeting. The General Partner shall select the date, time and place of any special meeting. Notice of any meeting shall be given by the General Partner to all Partners not less than ten (10) and not more than sixty (60) days prior to the date of the meeting. Partners may vote in person or by proxy at such meeting. Except as otherwise expressly provided in this Agreement or required by the express provisions of the Act, the requisite vote of the Partners shall may be the Approval of the Partners, which shall control all decisions for which the vote of the Partners is required hereunder. Each Partner's voting rights shall be the same as that Partner's Sharing Percentage at the time of the vote. The presence of any Partner at a meeting shall constitute a waiver of notice of the meeting with respect to such Partner. The Partners may, at their election, participate in any regular or special meeting taken by means of a conference telephone or similar communications communication equipment by means of which all Persons Partners participating in the meeting can hear each other. A Partner's participation and speak to one another, except where a Partner participates in a the meeting pursuant for the express purpose of objecting to the preceding sentence shall constitute presence in person at such transaction of any business on the grounds that the meeting for all purposes of this Agreementis not lawfully called or convened.

Appears in 1 contract

Samples: Joint Venture Agreement (Worldquest Networks Inc)

Meetings of the Partners. An annual meeting of the Partners shall be held each year at a time and place selected by the General Partner, and in any case within ninety (90) days of the completion of the audit of the Partnership's financial statements for the immediately preceding fiscal year. Special meetings of the Partners may be called by the General Partner and shall be promptly called by the General Partner upon the written request of any one or more Limited Partners who own in the aggregate 20% or more of the aggregate Sharing Percentages in the Partnership owned by all Limited Partners, excluding any Sharing Percentage owned by the General Partner or any of its Affiliates. The notice of any meeting shall state the nature of the business to be transacted at such meeting, and actions taken at any such meeting shall be limited to those matters specified in the notice of the meeting. The General Partner shall select the date, time and place of any special meeting. Notice of any meeting shall be given by the General Partner to all Partners not less than ten (10) and not more than sixty (60) days prior to the date of the meeting. Partners may vote in person or by proxy at such meeting. Except as otherwise expressly provided in this Agreement or required by the express provisions of the Act, the requisite vote of the Partners shall be the Approval of the Partners, 17 <PAGE> which shall control all decisions for which the vote of the Partners is required hereunder. Each Partner's voting rights shall be the same as that Partner's Sharing Percentage at the time of the vote. The presence of any Partner at a meeting shall constitute a waiver of notice of the meeting with respect to such Partner. The Partners may, at their election, participate in any regular or special meeting by means of conference telephone or similar communications equipment by means of which all Persons participating in the meeting can hear each other. A Partner's participation in a meeting pursuant to the preceding sentence shall constitute presence in person at such meeting for all purposes of this Agreement.

Appears in 1 contract

Samples: Limited Partnership Agreement

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Meetings of the Partners. An annual meeting of the Partners shall be held each year at a time and place selected by the General Partner, and in any case within ninety (90) days of the completion of the audit of the Partnership's financial statements for the immediately preceding fiscal year. Special meetings Meetings of the Partners may be called by the General Partner and shall be promptly called by the General Partner upon the written request of any one or more Limited Partners who own in the aggregate 20% or more of the aggregate Sharing Percentages Percentage in the Partnership owned by all Limited Partners, excluding any Sharing Percentage owned by the General Partner or any of its Affiliates. The notice of any a meeting shall state the nature of the business to be transacted at such meeting, and actions taken at any such meeting shall be limited to those matters specified in the notice of the meeting. The General Partner shall select the date, time and place of any special meeting. Notice of any meeting shall be given by the General Partner to all Partners not less than ten (10) and not more than sixty (60) days prior to the date of the meeting. Partners may vote in person or by proxy at such meeting. Except as otherwise expressly provided in this Agreement or required by the express provisions of the Act, the requisite vote of the Partners shall be the Approval of the Partners, Partners which shall control all decisions for which the vote of the Partners is required hereunder. Each Partner's ’s voting rights shall be the same as that Partner's ’s Sharing Percentage at the time of the vote. The presence of any Partner at a meeting shall constitute a waiver of notice of the meeting with respect to such Partner. The Partners may, at their election, participate in any regular or special meeting by means of conference telephone or similar communications equipment by means of which all Persons participating in the meeting can hear each other. A Partner's ’s participation in a meeting pursuant to the preceding sentence shall constitute presence in person at such meeting for all purposes of this Agreement.

Appears in 1 contract

Samples: Limited Partnership Agreement (Marietta Surgical Center, Inc.)

Meetings of the Partners. An annual meeting (a) Meetings of the Partners shall be held each year at a time and place selected by to vote upon any matters on which the General Partner, and in any case within ninety (90) days of the completion of the audit of the Partnership's financial statements for the immediately preceding fiscal year. Special meetings of the Limited Partners are authorized to take action under this Agreement may be called by the General Partner and shall be promptly called or by the General Partner upon the written request of any one or more Limited Partners who own holding not less than a Majority in the aggregate 20% or more Interest. Notice of the aggregate Sharing Percentages in the Partnership owned by all Limited Partners, excluding any Sharing Percentage owned by the General Partner or any of its Affiliates. The notice of any meeting shall state the nature of the business to be transacted at such meeting, and actions taken at any such meeting shall be limited to those matters specified in the notice of the meeting. The General Partner shall select the date, time and place of any special meeting. Notice each meeting of any meeting the Partners shall be given by the General delivered to each Partner to all Partners not less than ten (10) and not at least 10 but no more than sixty (60) 60 days prior to the date of the meeting. Notices shall state the purpose or purposes for which the meeting is called. Notice need not be given to any Partner that submits a signed waiver of notice before or after the meeting or that attends the meeting without protesting at the beginning of the meeting the transaction of any business because the meeting was not lawfully called or convened. Notice of any adjourned meeting need not be given, other than by announcement at the meeting at which the adjournment is taken. (b) Each Partner’s vote shall be based on such Partner’s Percentage Interest. A Majority in Interest shall constitute a quorum at any meeting of the Partners, and, except as otherwise set forth in this Agreement, a resolution passed by a majority of the Partnership Units present at any meeting at which there is a quorum shall constitute an action of the Partners hereunder. Any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if Partners holding the required number of votes consent in writing or by electronic transmission to the adoption of a resolution authorizing the action. The resolutions, written consents or electronic transmissions of the Partners shall be filed with the minutes of the Partnership. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form. (c) Limited Partners may vote in person or by proxy at any such meetingmeetings. Except as otherwise expressly provided Any or all Partners may participate in this Agreement or required by the express provisions of the Act, the requisite vote a meeting of the Partners shall be the Approval of the Partners, which shall control all decisions for which the vote of the Partners is required hereunder. Each Partner's voting rights shall be the same as that Partner's Sharing Percentage at the time of the vote. The presence of any Partner at a meeting shall constitute a waiver of notice of the meeting with respect to such Partner. The Partners may, at their election, participate in any regular or special meeting by means of a conference telephone or similar other communications equipment by means of which allowing all Persons participating in the meeting can to hear each otherother at the same time. A Partner's participation in a meeting pursuant to the preceding sentence Participation by such means shall constitute presence in person at such the meeting. (d) Limited Partners entitled to vote shall be those shown on the records of the General Partner to be Limited Partners in good standing as of a date 10 days prior to the meeting or the effective date of any written authorization. Any Limited Partner who is in default under this Agreement shall not be entitled to vote and his Percentage Interest shall be excluded in calculating the percentage required for all purposes of this Agreementapproval, unless and until the default is cured.

Appears in 1 contract

Samples: Limited Partnership Agreement (Emergent Capital, Inc.)

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