Partners' Meeting. (1) The annual partners' meeting will be held once a year at the registered offices of the Partnership within two months after the preparation of the annual financial statements. Extraordinary partners' meetings will additionally be called if this is required in the interest of the Partnership or at the request of any limited partners holding, in aggregate, at least 10% of the fixed capital. Any partners' meetings of the Partnership may be held simultaneously with a shareholders' meeting of the General Partner.
(2) The meetings will be convened by way of a letter from the General Partner, which must be sent by registered mail in compliance with a two-week notice period – which starts upon the letter being posted – and which must specify the agenda of the meeting. In urgent cases, the notice period can be shortened to no less than one (1) week.
(3) The oldest Managing Director of the General Partner present will chair the partners' meeting.
Partners' Meeting. 7.1 In addition to the matters otherwise incumbent on the partners’ meeting according to this Limited Partnership Agreement or on the basis of mandatory law, the partners’ meeting shall pass resolutions concerning the following matters:
7.1.1 adoption of the audited and certified annual financial statements and appropriation of the profit/loss for the year,
7.1.2 granting discharge to the General Partner,
7.1.3 election of the auditor,
7.1.4 amendment of the Limited Partnership Agreement,
7.1.5 increase of the liability capital contributions (limited partners’ contributions I),
7.1.6 sale and transfer of, or grant of a subinterest in, partnership interests, agreements with respect to trusteeship or similar structures regarding partnership interests and admission of new partners, to the extent not excluded by Article 10,
7.1.7 compulsory assignment and expulsion of Partners pursuant to Article 12,
7.1.8 matters concerning the partners’ committee as specified in more detail in para. 8.1 and para. 8.2,
7.1.9 dissolution of the Partnership including appointment and removal of liquidators,
7.1.10 increase of the limited partners’ contribution II,
7.1.11 decisions which have a material detrimental impact on the production, research and development at Fab 36,
7.1.12 decisions concerning Fab 36 which are materially detrimental to the location Dresden of Fab 36, and
7.1.13 all measures which may considerably adversely affect the state of affairs, the financial and earning position of the Partnership.
7.2 An ordinary partners’ meeting shall be held in every business year not later than two (2) months after audit of the annual financial statements for the preceding business year. The agenda of such partners’ meeting shall include at least the items referred to in paragraphs 7.1.1, 7.1.2 and 7.
Partners' Meeting. The Partners’ meeting will be responsible for approving matters in relation to, among other things, change of business scope, principal place of business, the name of the fund, registered address, the organisation structure and matters related to profit distribution, change or extend the term of the Partnership, disposal of immovable asset, intellectual property and other property rights, provision of guarantee and compensation to third party in the name of the Partnership, determining the investment scope and strategy, appointment of management staff other than the Partners, approving the transfer of interest held by the general partner, removal of the executive partner under specific circumstances, and dissolution and winding-up of the Partnership. The above matters shall be resolved upon the consent of all Partners, except for removal of executive partner under specific circumstances can be resolved upon consent of Partners with paid-up capital contribution of not less than two-third of the total paid-up capital of the Partnership. The executive partner shall, within 30 working days upon the Partnership receives any cash income from any investment, distribute all the investment income and other income of the Partnership, after deducting the tax payable by the Partnership, in the following order and manner:
Partners' Meeting. 6.1.1 Partners’ meetings are convened and hosted by General Partners. Partners’ meetings discuss the following matters and make corresponding decisions:
(1) Annual report made by General Partners;
(2) Approve proposals made by General Partners to extend the operation term of the Partnership or the Duration of Each Tranche of Senior Shares;
(3) Approve proposals made by General Partners regarding non-cash distributions to Partners in accordance with the provisions of this Agreement;
(4) Removal of managing partners (i.e. General Partners);
(5) Conversion between Limited Partners and General Partners;
(6) Revise the content of this Agreement other than that related to the matters independently determined by General Partners based on express authorization under this Agreement;
(7) Dissolution and liquidation of the Partnership;
(8) Ultimately determine whether a Partner is qualified to be a partner of the Partnership;
(9) Other matters that shall be decided by partners’ meetings in accordance with laws, regulations and this Agreement. Partners’ meetings shall not resolve any potential project investment or other matters related to execution of partnership affairs of the Partnership. In addition, Limited Partners shall not exercise control over management and other activities of the Partnership through partners’ meetings.
6.1.2 The first partners’ meeting shall be convened and held by General Partners within ninety (90) days from the date of registration and establishment of the Partnership; thereafter, General Partners shall organize an annual partners’ meeting within six (6) months after the beginning of each year. General Partners shall notify all Partners ten (10) days before the first partners’ meeting and annual partners’ meeting, but all Partners may waive the right of advance notice in writing. Notwithstanding the foregoing, The participation of Partners in the meeting will be considered as waiver of any claim regarding advance notice.
6.1.3 General Partners may convene an interim partners’ meeting after written notice of ten (10) days in advance. Limited Partners who collectively pays one-third or more of the total contribution of the Partnership has the right to propose an interim partners’ meeting. The proposer shall submit a full proposal including a meeting notice to General Partners. General Partners shall send a notice of holding the interim partners’ meeting within thirty (30) days after receiving such full proposal from the proposer. If Genera...
Partners' Meeting. Resolving a deadlock
Partners' Meeting. 2.4.1 Each Interest will entitle its holder to one vote at all general meetings of Partners of the Partnership and at all meetings of the Class of Interest concerned.
2.4.2 The following matters shall be taken by way of resolution to be adopted in writing or in a Partners' meeting by Limited Partners representing 75% of limited partnership Interests and the General Partner:
Partners' Meeting. 5.1.1 The Partners’ Meeting consists of all partners. The following matters of the Partnership shall be voted by the Partners’ Meeting: (1) modification of this Agreement; (2) decision on increase or decrease of the total amount of the capital contribution and change of the capital contribution time of the partners; (3) termination or dissolution of the Partnership; (4) change of the name of the Partnership; (5) change of the business premises of the Partnership; (6) decision on the adjustment of members of the entrusted management body and the investment committee of the Partnership and the rules of procedures of the investment committee; (7) review of the change of Key Persons; (8) review of the work report, custody report, audit report and financial accounts report of the Partnership for the previous year, and the work plan and financial budget of the Partnership for the current year, as submitted by the General Partner; (9) engagement or replacement of the Custodian Bank; (10) appointment or dismissal of an accounting firm that undertakes the audit business of the Partnership;
Partners' Meeting. A meeting of the Partners may be held at any time by written notice to the Partners by the Managing General Partner (or within 10 days after receipt of a written request of Partners owning more than 30% of the Units owned by Partners in either class) at a reasonably convenient date, time and place determined by the Managing General Partner. The purpose of the meeting shall be for the Managing General Partner to inform the Partners of the results of operations, the status of Partnership investments and the Managing General Partner's plans for the future operation of the Partnership.
Partners' Meeting. The Partners’ meeting will be responsible for approving matters in relation to, among other things, modifying the Limited Partnership Agreement, change of business scope, principal place of business, the name of the fund, the organisation structure and matters related to profit distribution, change or extend the term of the Partnership, disposal of material assets, review related-party transactions and conflict of interests matters, approving the transfer of interest held by the Partners, appointment, accepting new Partners, withdrawal or removal of the Partners, dissolution and winding-up of the Partnership, and appointment and change of executive partner. The above matters shall be resolved upon the consent of all Partners, except the relevant Partner shall abstain from voting if it has a material interests in matters such as related-party transactions. Profit distribution and loss sharing Once investment income is received from an investment project, the Partnership shall, on each Accounting Date, calculate the investment principal and income distributable amongst the Partners and distribute such distributable proceeds (after deduction of fees and expenses and tax payable by the Partnership) on the Distribution Date in accordance with the terms and conditions of the Limited Partnership Agreement, in the following manner:
Partners' Meeting. 8.1.1 Partners’ meetings shall be convened when the General Partner or the Senior Limited Partner deem necessary or the investment decision-making committee (“Investment Committee”) proposes.
8.1.2 Managing Partners shall be responsible for convening and chairing Partners’ meetings. If the Managing Partners are unable to or fail to perform this duty, the Senior Limited Partner shall be responsible for convening and chairing Partners’ meetings. The convener of Partners’ meeting shall notify the Partners and inform them of the time of meeting, place, and matters to be voted on [ten (10)] working days in advance by telephone, facsimile, or express mail service. Partners’ attending the meeting, however, shall be deemed their waiver of any requirement for notice period.
8.1.3 Functions of Partners’ meeting include:
(1) Deliberating and approving the annual report of the Managing Partners;
(2) Amendments to this Agreement;
