Common use of PARTNER APPROVAL RIGHTS Clause in Contracts

PARTNER APPROVAL RIGHTS. In addition to any other approval required by applicable law, the following matters shall require the approval of the Partners: (a) any merger or combination of the Partnership with another Person, or any reclassification, recapitalization, dissolution, liquidation or winding up of the Partnership; (b) any issuance, sale or buyback by the Partnership of Partnership Interests, or any other similar transactions; (c) any addition to or amendment or repeal of the Certificate or this Agreement; and (d) approval of the procedures by which the Board shall make capital calls of the Partners. Except as set forth in this Section 5.3, or as otherwise expressly provided in this Agreement, the Limited Partner shall have no other voting or consent rights. Notwithstanding the provisions of Sections 5.4(a) and 5.4(b) below, the Partners may take such action without a meeting, without prior notice and without a vote if a consent or consents in writing, setting forth the action so taken, shall be signed by all of the Partners. An original or copy of any such consent shall be inserted in the record of the proceedings of the Partners.

PARTNER APPROVAL RIGHTS. In addition to any other approval required by applicable law, the following matters shall require the approval of the Partners: (a) any merger or combination of the Partnership with another Person, or any reclassificationrectification, recapitalization, dissolution, liquidation or winding up of the Partnership; (b) any issuance, sale or buyback by the Partnership of Partnership Interests, or any other similar transactions; (c) any addition to or amendment or repeal of the Certificate or this Agreement; and (d) approval of the procedures by which the Board shall make capital calls of the Partners. Except as set forth in this Section 5.3, or as otherwise expressly provided in this Agreement, the Limited Partner shall have no other voting or consent rights. Notwithstanding the provisions of Sections 5.4(a) and 5.4(b) below, the Partners may take such action without a meeting, without prior notice and without a vote if a consent or consents in writing, setting forth the action so taken, shall be signed by all of the Partners. An original or copy of any such consent shall be inserted in the record of the proceedings of the Partners.