Common use of Non-Voting Interests of BHC Limited Partners Clause in Contracts

Non-Voting Interests of BHC Limited Partners. ‌ (a) If any BHC Limited Partner (together with any "affiliates" (as defined in Section 2(k) of the BHCA) of such BHC Limited Partner) holds more than the BHCA Voting Threshold, such BHC Limited Partner (or group of affiliated BHC Limited Partners, in the aggregate) shall be deemed to hold voting Interests in an amount equal to the BHCA Voting Threshold for the purpose of any vote taken of the Limited Partners, and the voting rights attributable to the excess voting Interests of such BHC Limited Partner(s) above the BHCA Voting Threshold shall be apportioned pro rata among all other Limited Partners (other than (i) any BHC Limited Partner that is not an "affiliate" (as defined in Section 2(k) of the BHCA) of such BHC Limited Partner to the extent that such apportionment would cause such BHC Limited Partner to exceed the BHCA Voting Threshold or (ii) any Limited Partner required to hold Non-Voting Interests under Section 11.08); except that the foregoing voting limitation shall not apply with regard to (i) any proposal to dissolve or continue the business of the Partnership, and (ii) matters with respect to which "nonvoting shares" are permitted to vote under 12 C.F.R. § 225.2(q)(2), including such matters that may "significantly and adversely" affect a BHC Limited Partner (such as amendments to this Agreement or modifications of the terms of its Interest). (b) A BHC Limited Partner (together with any "affiliates" (as defined in Section 2(k) of the BHCA) of such BHC Limited Partner) shall not be permitted to vote on the selection of any successor General Partner in excess of the BHCA Voting Threshold, and each BHC Limited Partner irrevocably waives its right to vote otherwise on the selection of a successor General Partner under the Act, which waiver shall be binding upon such BHC Limited Partner. (c) Any Person that succeeds to any or all of the Interests of a BHC Limited Partner shall be bound by this Section 11.07 to the same extent as such BHC Limited Partner, unless (i) such Person received the Interests in a transaction or series of related transactions in which no transferee received more than 2% of the total outstanding aggregate voting Interests of all Limited Partners or (ii) such Person controlled more than 50% of the aggregate Interests prior to the transfer from the BHC Limited Partner. (d) Except as provided in this Section 11.07, an Interest held by a Limited Partner as a Non-Voting Interest shall be identical in all regards to all other Interests held by Limited Partners.

Non-Voting Interests of BHC Limited Partners. ‌ (a) If any BHC Limited Partner (together with any "affiliates" (as defined in Section 2(k) of the BHCA) of such BHC Limited Partner) holds more than the BHCA Voting Threshold, such BHC Limited Partner (or group of affiliated BHC Limited Partners, in the aggregate) shall be deemed to hold voting Interests in an amount equal to the BHCA Voting Threshold for the purpose of any vote taken of the Limited Partners, and the voting rights attributable to the excess voting Interests of such BHC Limited Partner(s) above the BHCA Voting Threshold shall be apportioned pro rata among all other Limited Partners (other than (i) any BHC Limited Partner that is not an "affiliate" (as defined in Section 2(k) of the BHCA) of such BHC Limited Partner to the extent that such apportionment would cause such BHC Limited Partner to exceed the BHCA Voting Threshold or (ii) any Limited Partner required to hold Non-Voting Interests under Section 11.08); except that the foregoing voting limitation shall not apply with regard to (i) any proposal to dissolve or continue the business of the Partnership, and (ii) matters with respect to which "nonvoting shares" are permitted to vote under 12 C.F.R. § 225.2(q)(2), including such matters that may "significantly and adversely" affect a BHC Limited Partner (such as amendments to this Agreement or modifications of the terms of its Interest). (b) A BHC Limited Partner (together with any "affiliates" (as defined in Section 2(k) of the BHCA) of such BHC Limited Partner) shall not be permitted to vote on the selection of any successor General Partner in excess of the BHCA Voting Threshold, and each BHC Limited Partner irrevocably waives its right to vote otherwise on the selection of a successor General Partner under the Act, which waiver shall be binding upon such BHC Limited Partner. (c) Any Person that succeeds to any or all of the Interests of a BHC Limited Partner shall be bound by this Section 11.07 to the same extent as such BHC Limited Partner, unless (i) such Person received the Interests in a transaction or series of related transactions in which no transferee received more than 2% of the total outstanding aggregate voting Interests of all Limited Partners or (ii) such Person controlled more than 50% of the aggregate Interests prior to the transfer from the BHC Limited Partner. (d) Except as provided in this Section 11.07, an Interest held by a Limited Partner as a Non-Voting Interest shall be identical in all regards to all other Interests held by Limited Partners.

Non-Voting Interests of BHC Limited Partners. ‌ (a) If The portion of any Interests held for their own account by a BHC Limited Partner (together with whose Interests are determined, at any "affiliates" (as defined time, to be in Section 2(k) excess of 4.99% of the BHCA) total outstanding aggregate voting Interests of such BHC Limited Partner) holds more than the BHCA Voting Threshold, such BHC Limited Partner (or group of affiliated BHC all Limited Partners, in the aggregate) shall be deemed to hold voting excluding any other Interests in an amount equal to the BHCA Voting Threshold for the purpose of any vote taken of the Limited Partners, and the voting rights attributable to the excess voting Interests of such BHC Limited Partner(s) above the BHCA Voting Threshold shall be apportioned pro rata among all other Limited Partners (other than (i) any BHC Limited Partner that is not an "affiliate" (as defined in Section 2(k) of the BHCA) of such BHC Limited Partner to the extent that such apportionment would cause such BHC Limited Partner to exceed the BHCA Voting Threshold or (ii) any Limited Partner required to hold are Non-Voting Interests under pursuant to this Section 11.0811.05, shall irrevocably be deemed to be Non-Voting Interests to the extent of such excess above 4.99% (whether or not subsequently transferred, in whole or in part, to any other Person); except provided, that the foregoing voting limitation such Non-Voting Interests shall not apply with regard be permitted to vote (i) on any proposal to wind-up, dissolve or continue the business of the Partnership, ; and (ii) on matters with respect to which "nonvoting shares" voting rights are permitted not considered to vote be “voting securities” under 12 C.F.R. § 225.2(q)(2), including such matters that which may "“significantly and adversely" ” affect a the rights and preferences of the Interests held by such BHC Limited Partner (such as amendments to this Agreement or modifications of the terms of its Interest). To the extent permitted by the BHCA, and except as otherwise provided in this Section 11.05 and Section 11.06, Non-Voting Interests shall not be counted as Interests held by any Limited Partner for purposes of determining whether any vote or consent required by this Agreement has been approved or given by the requisite percentage of the Limited Partners or the Global Partners, as applicable. (b) A BHC Limited Partner (together with any "affiliates" (as defined in Section 2(k) of the BHCA) of such BHC Limited Partner) shall not be permitted to vote on the selection of any successor General Partner in excess only to the extent of the BHCA Voting Thresholdits voting Interests, and each BHC Limited Partner irrevocably waives its right to vote otherwise its Non-Voting Interest on the selection of a successor General Partner under the Act, which waiver shall be binding upon such BHC Limited PartnerPartner or any Person that succeeds to its Interest. (c) Any Person that succeeds to any or all of the Interests of a BHC Limited Partner shall be bound by this Section 11.07 to the same extent as such BHC Limited Partner, unless (i) such Person received the Interests in a transaction or series of related transactions in which no transferee received more than 2% of the total outstanding aggregate voting Interests of all Limited Partners or (ii) such Person controlled more than 50% of the aggregate Interests prior to the transfer from the BHC Limited Partner. (d) Except as provided in this Section 11.0711.05, an Interest held by a Limited Partner as a Non-Voting Interest shall be identical in all regards to all other Interests held by Limited Partners.

Non-Voting Interests of BHC Limited Partners. ‌ (a) If The portion of any interests in the Partnership held for their own account by a BHC Limited Partner whose interests in the Partnership are determined, at any time, to be in excess of 4.99% (together with any "affiliates" (or such greater or lesser percentage as defined in may be permitted or required under Section 2(k4(c)(6) of the BHCA) of such BHC Limited Partner) holds more than the BHCA Voting Threshold, such BHC Limited Partner (or group total outstanding aggregate voting interests of affiliated BHC all Limited Partners, in the aggregate) excluding any other interests that are non-voting interests pursuant to this Section 12.8, shall be deemed to hold be non-voting Interests interests in an amount equal to the BHCA Voting Threshold for the purpose of any vote taken of the Limited Partners, and the voting rights attributable to the excess voting Interests of such BHC Limited Partner(s) above the BHCA Voting Threshold shall be apportioned pro rata among all other Limited Partners (other than (i) any BHC Limited Partner that is not an "affiliate" (as defined in Section 2(k) of the BHCA) of such BHC Limited Partner Partnership to the extent that of such apportionment would cause excess above 4.99% (whether or not subsequently transferred, in whole or in part, to any other Person) (collectively, “Non-Voting Interests”); provided that, such BHC Limited Partner to exceed the BHCA Voting Threshold or (ii) any Limited Partner required to hold Non-Voting Interests under Section 11.08); except that the foregoing voting limitation shall not apply with regard be permitted to vote (i) on any proposal to dissolve or continue the business of the Partnership, and (ii) on matters with respect to which "nonvoting shares" voting rights are permitted not considered to vote be “voting securities” under 12 C.F.R. § 225.2(q)(2), including such matters that which may "“significantly and adversely" ” affect a BHC Limited Partner (such as amendments to this Agreement or modifications of the terms of its Interestinterest). (b) . A BHC Limited Partner (together with any "affiliates" (as defined in Section 2(k) of the BHCA) of such BHC Limited Partner) shall not be permitted to vote on the selection of any successor General Partner in excess of the BHCA Voting ThresholdPartner, and each BHC Limited Partner irrevocably waives its right to vote otherwise its Non-Voting Interest on the selection of a successor General Partner under Section 17-801 of the Act, which waiver shall be binding upon such BHC Limited Partner. (c) Any Person Partner or any person or entity that succeeds to its interest. To the extent permitted by the BHCA, and except as otherwise provided in this Section 12.8, Non-Voting Interests shall not be counted as interests held by any Limited Partner for purposes of determining whether any vote or all consent required by this Agreement has been approved or given by the requisite percentage of the Interests of Limited Partners. Notwithstanding the foregoing, any BHC Limited Partner may elect to no longer be treated as a BHC Limited Partner shall be bound for the purposes of this Agreement by this Section 11.07 delivering written notice of such election to the same extent as General Partner. Any such election made by a BHC Limited Partner, unless (i) such Person received the Interests in a transaction or series of related transactions in which no transferee received more than 2% of the total outstanding aggregate voting Interests of all Limited Partners or (ii) such Person controlled more than 50% of the aggregate Interests prior Partner may be rescinded at any time by providing written notice thereof to the transfer from the BHC Limited General Partner. (d) . Except as provided in this Section 11.0712.8, an Interest interest held by a Limited Partner as a Non-Voting Interest shall be identical in all regards to all other Interests interests held by Limited Partners.