Common use of Meetings of the Partnership Committee Clause in Contracts

Meetings of the Partnership Committee. (i) The Partnership Committee may hold its meetings, both regular and special, either within or without the State of Delaware, and either in person or by telephone. (ii) An annual meeting of the Partnership Committee shall be held at such time and place during the month of February as shall be determined by the Representatives. The Partnership Committee shall hold one meeting in the third quarter of each calendar year and one meeting in the fourth quarter of each calendar year and may hold such additional regular meetings as a majority of the Representatives shall determine to be necessary. The Secretary shall cause written notice of the place, date and hour of each regular meeting of the Partnership Committee, along with a list of the agenda items for such Partnership Committee meeting, to be given to each Representative not less than two days before the date of such meeting if such notice is given personally or by telegram, or not less than five days before the date of such meeting if such notice is given by mail. Notice of any such meeting need not be given to any Representative who attends such meeting without protesting the lack of notice to him, prior to or at the commencement of such meeting, or to any Representative who submits a signed waiver of notice, whether before or after such meeting. No notice need be given of any adjourned meeting, unless the time and place of the adjourned meeting are not announced at the time of adjournment, in which case notice conforming to the requirements of this Section shall be given to each Representative. (iii) Special meetings of the Partnership Committee may be called by the president on two days’ notice to each Representative, if such notice is given personally or by telegram, on five days’ notice if such notice is given by mail, or without notice if such notice requirement is expressly waived by all of the Representatives. Special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two Representatives. (iv) At each meeting of the Partnership Committee, each Representative of each Partner shall be authorized to vote on his own behalf and on behalf of each and every other Representative of such Partner that is not present at such meeting. The presence of a Representative (in person or through a voting Representative) of a majority in number of the Partners shall be necessary and sufficient to constitute a quorum for the transaction of business; provided that at least one of such Representatives must be a Representative appointed by OCI, and the act of a majority of the Representatives, whether present at such meeting or represented by another Representative voting on his behalf, at which there is a quorum shall be the act of the Partnership Committee, except as may be otherwise specifically provided by this Agreement or the Act. If a quorum shall not be present at any meeting of Representatives, the Representatives present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. (v) Each Partner hereby agrees that it shall be bound by the act or vote of any of its Representatives, whether acting on his own behalf or on behalf of other Representatives in accordance with Section 5.2(b)(iv) hereof, and without regard to any requirement or procedure of such Partner for authorization or ratification of the act or vote of such Representative, including, without limitation, any financial limitations or restrictions placed by such Partner on the acts or votes of any Representative.

Appears in 2 contracts

Samples: Limited Partnership Agreement (OCI Resources LP), Limited Partnership Agreement (OCI Resources LP)

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Meetings of the Partnership Committee. (i) The Partnership Committee may hold its meetings, both regular and special, meetings either within or without the State of Delaware, and either in person or by telephone. (ii) An annual meeting Texas. Regular meetings of the Partnership Committee shall be held not less frequently than once each calendar quarter at such time times and place during places as the month of February as shall be determined by the Representatives. The Partnership Committee shall hold one meeting in the third quarter of each calendar year and one meeting in the fourth quarter of each calendar year and may hold such additional regular meetings as a majority of the Representatives shall determine to be necessarydetermines. The Secretary shall cause written notice of the place, date and hour of each regular meeting of the Partnership Committee, along with a list of the agenda items for such Partnership Committee meeting, to be given to each Representative not less than two days before the date of such meeting if such notice is given personally or by telegram, or not less than five days before the date of such meeting if such notice is given by mail. Notice of any such meeting need not be given to any Representative who attends such meeting without protesting the lack of notice to him, prior to or at the commencement of such meeting, or to any Representative who submits a signed waiver of notice, whether before or after such meeting. No notice need be given of any adjourned meeting, unless the time and place of the adjourned meeting are not announced at the time of adjournment, in which case notice conforming to the requirements of this Section shall be given to each Representative. (iii) Special meetings of the Partnership Committee may be called by the president Chairman of the Partnership Committee on two days’ ten (10) Business Days notice to each Representative, if such notice is given personally or by telegram, on five days’ notice if such notice is given by mail, or without notice if such notice requirement is expressly waived by all Member of the Representatives. Special meetings Partnership Committee and shall be called by the president Chairman or secretary in like manner and Secretary of the Partnership Committee on like notice on the written upon request of any Member of the Partnership Committee representing at least forty nine percent (49%) of the Ownership Interests. Meetings of the Partnership Committee may be held by conference telephone call on two Representatives. (iv2) At each Business Days notice. Each notice of a meeting or conference call shall state the time and place of the meeting or the conference call and the purpose or purposes thereof. Unless otherwise waived in writing by all Members of the Partnership Committee, each Representative only matters included in the notice of each Partner the meeting or conference call can be considered for a vote by the Partnership Committee. Any requirements of notice will be deemed waived by any Member of the Partnership Committee who attends a Partnership Committee meeting or participates in a conference call unless such Member attends or participates solely to protest the lack of proper notice. Any requirement of notice may be waived by any Member in writing, which waiver or waivers shall be authorized attached by the Secretary of the Partnership Committee to vote on his own behalf and on behalf the minutes of each and every other Representative the meeting of the Partnership Committee for which such Partner waiver is effective. Provided that proper notice is not present at such meeting. The either given or duly waived by all Members of the Partnership Committee, the presence of a Representative at least two (in person or through a voting Representative2) Members of the Partnership Committee representing each of the General Partners, and representing at least fifty-one percent (51%) of a majority in number of the Partners Ownership Interests shall be necessary and sufficient to constitute a quorum for the transaction of business; provided that at least one . The Partnership Committee may act by the unanimous written consent of such Representatives must be a Representative appointed by OCI, and the act of a majority all Members of the Representatives, whether present at Partnership Committee (which may be signed in counterpart) in lieu of holding a meeting; such meeting or represented by another Representative voting on his behalf, at which there is a quorum unanimous written consent shall be effective when filed with the act Secretary of the Partnership Committee, except as may be otherwise specifically provided by this Agreement or . Notice to Members of the Act. If a quorum shall not be present at any meeting of Representatives, the Representatives present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum Partnership Committee shall be presentas provided in Article 32 hereof. (v) Each Partner hereby agrees that it shall be bound by the act or vote of any of its Representatives, whether acting on his own behalf or on behalf of other Representatives in accordance with Section 5.2(b)(iv) hereof, and without regard to any requirement or procedure of such Partner for authorization or ratification of the act or vote of such Representative, including, without limitation, any financial limitations or restrictions placed by such Partner on the acts or votes of any Representative.

Appears in 1 contract

Samples: Limited Partnership Agreement (NGC Corp)

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Meetings of the Partnership Committee. (i) The Partnership Committee may hold its meetings, both regular and special, meetings either within or without the State of Delaware, and either in person or by telephone. (ii) An annual meeting Texas. Regular meetings of the Partnership Committee shall be held not less frequently than once each calendar quarter at such time times and place during places as the month of February as shall be determined by the Representatives. The Partnership Committee shall hold one meeting in the third quarter of each calendar year and one meeting in the fourth quarter of each calendar year and may hold such additional regular meetings as a majority of the Representatives shall determine to be necessarydetermines. The Secretary shall cause written notice of the place, date and hour of each regular meeting of the Partnership Committee, along with a list of the agenda items for such Partnership Committee meeting, to be given to each Representative not less than two days before the date of such meeting if such notice is given personally or by telegram, or not less than five days before the date of such meeting if such notice is given by mail. Notice of any such meeting need not be given to any Representative who attends such meeting without protesting the lack of notice to him, prior to or at the commencement of such meeting, or to any Representative who submits a signed waiver of notice, whether before or after such meeting. No notice need be given of any adjourned meeting, unless the time and place of the adjourned meeting are not announced at the time of adjournment, in which case notice conforming to the requirements of this Section shall be given to each Representative. (iii) Special meetings of the Partnership Committee may be called by the president Chairman of the Partnership Committee on two days’ ten (10) Business Days notice to each Representative, if such notice is given personally or by telegram, on five days’ notice if such notice is given by mail, or without notice if such notice requirement is expressly waived by all Member of the Representatives. Special meetings Partnership Committee and shall be called by the president Chairman or secretary in like manner and Secretary of the Partnership Committee on like notice on the written upon request of any Member of the Partnership Committee. Meetings of the Partnership Committee may be held by conference telephone call on two Representatives. (iv2) At each Business Days notice. Each notice of a meeting or conference call shall state the time and place of the meeting or the conference call and the purpose or purposes thereof. Unless otherwise waived in writing by all Members of the Partnership Committee, each Representative only matters included in the notice of each Partner the meeting or conference call can be considered for a vote by the Partnership Committee. Any requirements of notice will be deemed waived by any Member of the Partnership Committee who attends a Partnership Committee meeting or participates in a conference call unless such Member attends or participates solely to protest the lack of proper notice. Any requirement of notice may be waived by any Member in writing, which waiver or waivers shall be authorized attached by the Secretary of the Partnership Committee to vote on his own behalf and on behalf the minutes of each and every other Representative the meeting of the Partnership Committee for which such Partner waiver is effective. Provided that proper notice is not present at such meeting. The either given or duly waived by all Members of the Partnership Committee, the presence of a Representative at least two (in person or through a voting Representative2) Members of the Partnership Committee representing two of the General Partners, and representing at least fifty-one percent (51%) of a majority in number of the Partners Ownership Interests shall be necessary and sufficient to constitute a quorum for the transaction of business; provided that at least one . The Partnership Committee may act by the unanimous written consent of such Representatives must be a Representative appointed by OCI, and the act of a majority all Members of the Representatives, whether present at Partnership Committee (which may be signed in counterpart) in lieu of holding a meeting; such meeting or represented by another Representative voting on his behalf, at which there is a quorum unanimous written consent shall be effective when filed with the act Secretary of the Partnership Committee, except as may be otherwise specifically provided by this Agreement or . Notice to Members of the Act. If a quorum shall not be present at any meeting of Representatives, the Representatives present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum Partnership Committee shall be presentas provided in Article 36 hereof. (v) Each Partner hereby agrees that it shall be bound by the act or vote of any of its Representatives, whether acting on his own behalf or on behalf of other Representatives in accordance with Section 5.2(b)(iv) hereof, and without regard to any requirement or procedure of such Partner for authorization or ratification of the act or vote of such Representative, including, without limitation, any financial limitations or restrictions placed by such Partner on the acts or votes of any Representative.

Appears in 1 contract

Samples: Limited Partnership Agreement (Dynegy Inc)

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