Of Partners Sample Clauses

Of Partners. The Partners other than the departing Partner ----------- (the "Remaining Partners") shall have the exclusive first right to accept the offer and to purchase all (but not less than all) of the offered Common Stock. The offer may be accepted by all or by fewer than all of the Remaining Partners, pro rata (based on their --- ---- respective holdings of Common Stock) or non-pro rata, but it may not --- ---- be accepted unless at least a majority of Remaining Partners have agreed that all or any of the Remaining Partners shall be permitted to purchase the offered Common Stock; the Remaining Partners shall vote on the matter within five (5) days of the date of the notice from the CEO informing them of their right to purchase the offered Common Stock. If the Remaining Partners so determine that all or any of the Remaining Partners shall be permitted to purchase the offered Common Stock, then such Common Stock shall be offered to the Remaining Partners in the following manner: (A) Within five (5) days of the vote of the Remaining Partners, any Remaining Partners desiring to purchase any of the offered Common Stock shall notify the CEO of the number of shares he or she has elected to purchase and the CEO shall promptly notify all of the Partners of such elections. (B) If greater than all of the offered Common Stock is subscribed for, then each Remaining Partner who subscribed for shares may only purchase his or her pro rata share of the offered Common Stock based on the --- ---- then current holdings of each such Remaining Partner, or as otherwise agreed upon by such Partners. (C) If less than all of the offered Common Stock is subscribed for, then each Remaining Partner who subscribed for shares, may purchase his or her pro rata share of the unsubscribed shares based on the then current --- ---- holdings of each such Remaining Partner, or as otherwise agreed upon by such Partners. (D) If all of the offered Common Stock is not subscribed for, then the Remaining Partners shall be deemed to have declined to purchase the offered Common Stock. If all of the offered Common Stock is subscribed for, then at least a majority of the Remaining Partners must approve who the purchasers shall be and the allocation of the offered Common Stock among them and notify the CEO of the same within the appropriate time period for the CEO to respond to the offering Partner. In the event the approval required by the preceding sentence is not obtained, then the Remaining Partners shall be...
Sample 1
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Of Partners. Any Partner may cast his vote on any matter which may be put to a vote of the Partners by personally casting said vote, by written proxy or by written consent granted in writing. Meetings of all Partners may be called by the General Partner in its discretion, after ten (10) days written notice to all Partners.
Sample 1

Related to Of Partners

  • New Partners No person shall be admitted as a Partner of the Partnership except with the consent of all the Partners who shall determine the terms and conditions upon which such admission is to be effective.

  • Management of Partnership (Check One) ☐ - Partnership: The business and affairs of the Company shall be conducted and managed by the Partners in accordance with this Agreement and the laws of the State of Nebraska. Except as expressly provided elsewhere in this Agreement, all decisions respecting the management, operation and control of the business and affairs of the Partnership and all determinations made in accordance with this Agreement shall be made by the affirmative vote or consent of Partners holding a majority of the percentage interest of the Partnership. Notwithstanding any other provision of this Agreement, the Partners shall not, without the prior written consent of the unanimous vote or consent of the Partners, sell, exchange, lease, assign or otherwise transfer all or substantially all of the assets of the Partnership; sell, exchange, lease (other than space leases in the ordinary course of business), assign or transfer the Partnership’s assets; mortgage, pledge or encumber the Partnership’s assets other than is expressly authorized by this Agreement; prepay, refinance, modify, extend or consolidate any existing mortgages or encumbrances; borrow money on behalf of the Partnership in the excess of $ .00; lend any Partnership funds or other assets to any person in an amount or with a value in excess of $ .00; establish any reserves for working capital repairs, replacements, improvements or any other purpose, in excess of an aggregate of$ .00; confess a judgment against the partnership; settle, compromise or release, discharge or pay any claim, demand or debt in excess of $ .00, including claims for insurance; approve a merger or consolidation of the Partnership with or into any other limited liability company, corporation, partnership or other entity; or change the nature or character of the business of the Partnership. ☐ - Limited Partnership: Except as otherwise set forth herein, the General Partner shall have control of the Partnership and exercise ordinary business judgment in managing the Partnership. The General Partner shall have the power and authority including, but not limited to the following: a. Borrow money from third parties to finance the Partnership’s activities on terms the General Partner deems appropriate; b. Hire, employ and retain services of personnel to facilitate the purposes of the Partnership; c. Acquire real and personal property upon terms and conditions deemed by the General Partner to be beneficial to the partnership d. Take any and all other action which is lawful and customary and reasonable as related to the conduct of the Partnership and its purposes. The General Partner shall not be liable to the Limited Partners for any mistake of fact or judgment or investment loss unless such mistake of fact or judgment or loss of investment was the result of fraud, deceit or gross negligence on the part of the General Partner. Notwithstanding the foregoing, the Limited Partners must approve by a majority vote of their percentage interests the following actions of the Partnership: a. Veto the General Partner’s Capital Call; b. Admission of either an additional Limited Partner of General Partner; c. Amendment of this Agreement; d. Consent to dissolution; e. Election of a new General Partner. ☐ - Limited Liability Partnership: Except as otherwise set forth herein, the Managing Partner shall have control of the Partnership and exercise ordinary business judgment in managing the Partnership. The Managing Partner shall have the power and authority including, but not limited to the following:

  • Name of Partnership The name of the Partnership shall be Xxxxxxx Investment Partnership, L.P. or such other name as the General Partner may from time to time designate.

  • Formation of Partnership The Managing GP, the Liquidation GP and the Limited Partner agreed to and formed a limited partnership pursuant to the laws of the Province of Ontario on October 5, 2007. The parties hereto have agreed to confirm their agreements relating to the Partnership on the terms and conditions set out in this Agreement. The Partnership will be effective as a limited partnership from October 5, 2007, the date on which the Declaration was filed in accordance with the LP Act, and the Partnership will file any documents necessary as a result of the amendments reflected in this Agreement.

  • General Partners Each Plains Entity or GP Entity that serves as a general partner of another Plains Entity or GP Entity has full corporate or limited liability company power and authority, as the case may be, to serve as general partner of such Plains Entity or GP Entity, in each case in all material respects, as disclosed in the Pricing Disclosure Package and the Prospectus.

  • Admission of Partners 48 12.1 Admission of Successor General Partner........................... 48 12.2 Admission of Additional Limited Partners......................... 48 12.3 Amendment of Agreement and Certificate of Limited Partnership....

  • Business Partners Red Hat has entered into agreements with other organizations (“Business Partners”) to promote, market and support certain Software and Services. When Client purchases Software and Services through a Business Partner, Red Hat confirms that it is responsible for providing the Software and Services to Client under the terms of this Agreement. Red Hat is not responsible for (a) the actions of Business Partners, (b) any additional obligations Business Partners have to Client, or (c) any products or services that Business Partners supply to Client under any separate agreements between a Business Partner and Client.

  • Term of Partnership The term of the Partnership commenced on May 21, 2001 and shall continue until dissolved pursuant to Section 8.1 hereof. The legal existence of the Partnership as a separate legal entity continues until the cancellation of the Certificate.

  • Not Partners Nothing contained in this Agreement shall be construed to make the Parties partners or joint venturers or to render any Party liable for the debts or obligations of any other Party.

  • Purpose of Partnership The exclusive purpose of the Partnership shall be (i) to own and operate those certain restaurants known as Outback Steakhouse® at those addresses listed on Exhibit A, and such additional restaurants, if any, as may be approved by the Company in its sole discretion and as may hereafter be established by the Partnership (individually, the “Restaurant,” or collectively, the “Restaurants”), utilizing the System and the Proprietary Marks owned by or licensed to the Company and (ii) to engage in any other lawful act, business or activity for which limited partnerships may be formed under the Act and engage in any and all activities necessary, advisable, convenient or incidental thereto. The Limited Partners acknowledge and agree that as between the parties hereto, the Company is the sole and exclusive owner of the System and the Proprietary Marks and neither the Limited Partners nor the Partnership have any right, title, or interest in or to the System or the Proprietary Marks, except as specifically provided in Section 4.5 hereof. Nothing contained herein shall be construed as granting the Partnership or any Partner any exclusive or protected trading area. Nothing contained herein shall be construed as obligating the Company to open additional restaurants on behalf of the Partnership or to authorize the Partnership to open additional Restaurants. Nothing contained herein shall be construed as limiting the Company’s, or its Affiliates’, right to open, or license others to open, Outback Steakhouse® restaurants at any location, and neither the Partnership nor any Limited Partner shall have any interest in such restaurants.

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