Partners' Meetings. The General Partnership shall not provide for regular partners' meetings. However, any partner may call a meeting by communicating his or her wish to schedule a meeting to all other partners.
Partners' Meetings. The General Partnership shall not provide for regular partners' meetings. However, any partner may call a meeting by communicating his or her wish to schedule a meeting to all other partners. Such notification may be in person or in writing, or by telephone, facsimile machine, or other form of electronic communication reasonably expected to be received by a partner, and the other partners shall then agree, either personally, in writing, or by telephone, facsimile machine or other form of electronic communication to the partner calling the meeting, to meet at a mutually acceptable time and place. Notice of the business to be transacted at the meeting need not be given to partners by the partner calling the meeting, and any business may be discussed and conducted at the meeting. If all partners cannot attend a meeting, it shall be postponed to a date and time when all partners can attend, unless all partners who do not attend have agreed in writing to the holding of the meeting without them. If a meeting is postponed, and the postponed meeting cannot be held either because all partners do not attend the postponed meeting or the non-attending partners have not signed a written consent to allow the postponed meeting to be held without them, a second postponed meeting may be held at a date and time announced at the first postponed meeting. The date and time of the second postponed meeting shall also be communicated to any partners not attending the first postponed meeting. The second postponed meeting may be held without the attendance of all partners as long as a majority of the percentage interests of the partnership of this General Partnership is in attendance at the second postponed meeting. Written notice of the decisions or approvals made at this second postponed meeting shall be mailed or delivered to each non-attending partner promptly after the holding of the second postponed meeting. Written minutes of the discussions and proposals presented at a partners' meeting, and the votes taken and matters approved at such meeting, shall be taken by one of the partners or a person designated at the meeting. A copy of the minutes of the meeting shall be placed in the Partnership's records book after the meeting.
Partners' Meetings. (a) Immediately upon execution of this Agreement, each Partner shall designate, by notice given to each other Partner and to the Partnership, an individual to serve as its primary representative to vote at meetings of the Partners. By like notice, each Partner may designate not more than one alternative representative who shall have authority to act in lieu of its primary representative. In the absence of a primary representative, the designated alternate may serve in the place of the primary representative. Any Partner may at any time, by written notice to all other Partners and to the Partnership, remove its primary representative or alternate representative and designate a new primary representative or alternate representative.
(b) The Project Leader shall preside at all meetings of the Partners. Meetings of the Partners may be called at such times and places, and in such manner, as requested in writing by a representative of any Partner. Such request shall identify the items the Partner proposes to be placed on the agenda for such meeting. Unless notice is waived by the representatives of all Partners, notice of all meetings shall be given by the Project Leader to all representatives and alternates at least five days in advance of the time set for the meeting. The notice will be accompanied by an agenda of matters to be presented by the Project Leader. Any representative may require that items be added to the agenda by notice to the representatives of all other Partners given at least two days prior to the date of the meeting. Although discussion of other matters may take place, only agenda items may be formally decided; provided, that by unanimous vote of the representatives at a meeting in which at least a SuperMajority in Interest of the Partners are represented, items may be added to the agenda. All meetings of the Partners shall be held in person or by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. All expenses of the meeting and notification shall be borne by the Partnership. Representatives of Partners (or their respective designated alternates) holding at least 80% of the Partnership Percentages shall be necessary to constitute a quorum at any meeting for the transaction of business. In the absence of a quorum, a majority of the representatives present at the meeting may adjourn such meeting from time to time until a quorum is present. Written min...
Partners' Meetings. 11 3.5 Restrictions on Authority of the Management Committee..........................................12 3.6
Partners' Meetings. Once each year, upon at least thirty (30) days' prior written notice, the General Partner shall conduct a meeting open to all Partners. At the meeting, the General Partner will discuss the status of any prospects for the Partnership and its portfolio companies. The Partners understand and acknowledge that such meeting may occur in conjunction with an investment conference sponsored by one or more of the principals of the General Partner, but will be conducted separately from the main investment conference.
Partners' Meetings. QUORA AND MAJORITIES
(i) The quorum to validly hold any Meeting of Partners shall be not less than 75% in first call and 70% in second call of the issued participations.
(ii) Notice for Meetings of Partners, procedures for resolutions at such meetings and any other necessary rules with respect thereto shall be as prescribed in FMCS' Charter or in the law ("LEY DE SOCIEDADES DE RESPONSABILIDAD LIMITADA"), (hereinafter, the "LAW").
(iii) Partners shall be entitled to exercise their rights to vote by proxy at Meetings of Partners as provided by the Law.
(iv) Whenever FMCS, the Meeting of Partners, or the Board of Directors is required to take or refrain from taking an action under this Agreement, the Parties hereby undertake to cause the relevant corporate body of FMCS to cause FMCS to take or refrain from taking all such actions.
(v) Except for the majorities set forth below, Resolutions of the Meetings of Partners shall be as adopted by the majority of votes present or represented in the Meeting.
(vi) The Meeting of Partners shall not take any of the following actions without the prior approval of FMCE, PRISA, AZTLAN and CORTE INGLES for so long as such Parties each own at least 5% of the participations in FMCS:
a) any change in the Business of FMCS as described in Declaration II herein;
b) any public financing of debt securities through the Spanish securities markets or any other debt financing in excess of 50 million EUROS other than loans from the Parties;
c) the issuance of any participations or preferred stock including without limitation those for employee stock option plans or similar benefits, either bonus or phantom stock;
d) the amendment or repeal of any provision of FMCS' Charter;
e) the entering, transporting, modifying, cancelling or finishing any agreement in which FMCS is a party together with, directly or indirectly, its directors, officers, employees, inspectors or Parties, including without limitation, agreements between FMCS directly or indirectly with relatives of the Parties or any other company in which directly or indirectly such Parties, directors, officers, employees, inspectors or relatives participate;
f) the granting of credits, loans or any other financing to third parties, that exceeds the limits or amounts previously established and approved by the Board;
g) the entering into any act or operation that has as an objective the guarantee of debts or liabilities in charge of any person or assume the obligation to indemnify any ot...
Partners' Meetings. The System Manager shall hold at least five meetings each year with the Partners (one meeting each quarter and one annual meeting on a mutually agreeable date each year) in order to discuss the business and affairs of the Partnership and to vote on any matters requiring a vote of the Partners. GRT shall have the right to send five representatives to each meeting. The Partners' Meetings will be held in Arizona at such location as the System Manager deems appropriate. The System Manager shall provide the Partners with at least thirty (30) days' prior written notice of the time and place of each quarterly meeting. Each representative of GRT attending a Partners' meeting shall be entitled to be reimbursed for such representative's costs and expenses for attending such meeting in an amount up to $100.
Partners' Meetings. A meeting of the Partners shall be held at least once each year for the transaction of business requiring a Partner's vote. Special meetings of the Partners may be called at any time by the Executive Committee, or by any Partner or combination of Partners representing in the aggregate at least thirty five percent (35%) in Ownership Interests. Partners holding a total of at least fifty percent (50%) in Ownership Interests shall constitute a quorum necessary for a Partners Meeting. Each Partner may designate a person who will represent it at Partners Meetings, either directly or by proxy, by giving written notice thereof to the Executive Committee. The person so designated will continue to be that Partner's representative and to hold its proxy until the Executive Committee receives written notice of the designation of a successor representative by the Partner.
Partners' Meetings. Unless waived by the mutual written consent of both Partners, the Partners shall meet as provided in this Section.
(a) Meetings shall be held annually in the first calendar quarter and on such other dates that may be deemed by either Partner to be necessary or appropriate.
(b) Either Partner may request a meeting by giving notice to the other Partner specifying a date, time, and place at least seven (7) days in advance of the date of the meeting, provided that if the Partner receiving notice objects to the date, time or place, the Partners shall agree within fourteen (14) days of the notice of objection to meet within thirty (30) days of the date of the originally scheduled meeting. Notice may be waived in writing or by attendance at any meeting. An agenda need not be provided with the notice.
(c) Meetings may be held by conference telephone and action may be taken by written consent signed by a duly authorized representative of each Partner.
(d) At their meetings the Partners shall, among other things, review the activities of the Partnership and the Management Committee, review the annual business plan described in Article 9.1(e) hereof, consider other matters referred to them by the Management Committee and perform any other acts and exercise any rights afforded by law.
Partners' Meetings. 5.1 The Partners agree each with the other that a formal, full meeting of Partners shall be convened and held as nearly and reasonably as possible at least once in every calendar year while this Agreement remains in force with six monthly reviews. The meeting will, unless otherwise notified be held at the European Music Campus at Grafenegg in Austria. The meeting of Partners shall be arranged by a Partnership Administrator to be appointed by the Lead Partner.
5.2 The Lead Partner shall procure that the Partnership Administrator shall give each Partner not less one calendar month's prior written notice of each meeting of Partners and shall accompany such notice with a written agenda specifying the business of such meeting and copies of all papers that shall be relevant for such meeting including from time to time monthly management accounts, budgets, cash flow forecasts and a report to the Partners on the progress and achievements of T2020. The Partners agree to provide information requested by the Partnership Administrator for such reports promptly on request.
5.3 The quorum for meeting of Partners shall be the Partnership Administrator, the Lead Partner and at least two of the Residency Partners and no business shall be transacted at any meeting where such a quorum is not present. It is agreed that attendance at any meeting of Partners may be properly made by telephone, Skype or other computer link and no Partner shall object if any Partner is unable to attend a meeting in person but wishes to attend by telephone or computer link.
5.4 The Partners shall, on request from the Partnership Administrator, promptly provide the Partnership Administrator with evidence of expenditure on T2020 matters so that the same may be submitted to the Programme to secure timely release of Funding. The Lead Partner shall procure that all Funding provided by the Programme is likewise released to the Partners in accordance with their proportionate entitlements in a timely manner.
5.5 The Partners may delegate to committees of Partners any business of T2020 and any such committee so established shall be fully and properly authorised to carry out the business of T2020.
