Partnership Approval. As used above, “Partnership Approval” means Consent of the Limited Partners holding Voting Units representing a Voting Percentage Interest that equals or exceeds, as applicable, either the percentage of (x) the Shares outstanding or (y) the Shares cast in the Shareholder Vote ((x) or (y), as applicable, the “Required Denominator Shares”) required to be voted in favor of the Extraordinary Transaction in the Shareholder Vote, provided that, for purposes of determining whether Partnership Approval has been obtained, the Voting Percentage Interest of Limited Partners consenting to the Extraordinary Transaction shall be calculated as follows: Such Voting Percentage Interest shall be equal to the sum of (i) the Voting Percentage Interest of the Voting Units held by Limited Partners consenting to the Extraordinary Transaction (excluding for this purpose any Partnership Units held by (1) the General Partner or the General Partner Entity, (2) any Person of which the General Partner or the General Partner Entity directly or indirectly owns or controls more than fifty percent (50%) of either the voting interests or economic interests and (3) any Person directly or indirectly owning or controlling more than fifty percent (50%) of the outstanding voting interests of the General Partner or the General Partner Entity (collectively, the “Excluded Units”)), plus (ii) the product of (1) the Voting Percentage Interest attributable to the Excluded Units, multiplied by (2) either (x) the percentage of the Required Denominator Shares voted in favor of the Extraordinary Transaction by the General Partner Entity’s shareholders in the Shareholder Vote to obtain Shareholder Approval, or (y) in the event a Tender Offer shall have been accepted with respect to a sufficient number of Shares to permit consummation of the Extraordinary Transaction without Shareholder Approval, the percentage of outstanding Shares with respect to which such Tender Offer shall have been accepted.
Partnership Approval. For purposes of this Agreement, when any approval, consent, waiver, notice, or other action or decision is required by or from the Partnership, the term "Partnership" means the Governing Board. If there is no duly constituted Governing Board or the Governing Board in office fails or refuses to act within a reasonable time period under the circumstances of the applicable action or decision, Manager may rely upon the action or decision of the general partner of the Partnership.
Partnership Approval. The Vendor shall have provided evidence to the Purchaser of the approval of the transactions contemplated in this Agreement by its partners in accordance with the Limited Partnership Agreement and all applicable Laws;
Partnership Approval. On or prior to the twenty-fifth (25th) day following the end of the Due Diligence Period (unless the applicable Closing has been extended in accordance with Section 10.1, then by the fifty-fifth (55th) day), the Property Partnership that owns the applicable Property shall have obtained the requisite Partnership Approval.
Partnership Approval. Section 4.7(a)(i) is revised as follows: "(a) Within forty- five (45) days following the expiration of the Contingency Period: (i) Seller shall have obtained the requisite approval of the limited partners of Income Growth Partners, Ltd., X, a California limited partnership ("IGPX"), which is the sole limited partner of Seller, as required by the Agreement of Limited Partnership of IGPX. Subject to its fiduciary responsibilities to its limited partners with regard to changes in facts or circumstances which may arise after execution of this Second Amendment, Seller's general partners will cause the general partner of IGPX to recommend, in writing, approval of this transaction to the limited partners of IGPX and to use its best efforts to obtain the approval of such limited partners. Further, subject to and conditioned upon the limited partners of IGPX approval of the transaction, Seller will cause the partners of Seller to approve the transaction. Seller's general partners will also cause the general partner of IGPX to provide a copy of its written recommendation (and any other correspondence and documentation provided to IGPX's limited partners relating to the approval process) to the Buyer simultaneously with delivery of the same to the limited partners of IGPX. If IGPX's limited partners do not approve the transaction and this Agreement is therefore terminated, Seller shall provide Buyer with written confirmation that said approval was not obtained, and Buyer shall be entitled to and shall receive the return of the Deposit and all accrued interest thereon within two (2) business days of delivery to Escrow Holder of mutual written cancellation instructions."
Partnership Approval. The Partnership has taken, or will -------------------- take no later than the Closing, all action necessary in accordance with applicable law, and the Partnership's Partnership Agreement, to consider and vote upon the approval of this Agreement and the sale of the Shares. The requisite number of partners of the Partnership as required under the Partnership Agreement and applicable law have voted or will vote in favor of this Agreement and sale of the Shares hereunder in the case of the Share Purchase. All of the partners of the Partnership will be signatories to this Agreement in the case of the Partnership Purchase.
Partnership Approval. The unconditional approval of the Transaction by the Partnership Committee of Buyer, in its sole discretion, to be obtained on or before August 8, 1997;
Partnership Approval. 10 ARTICLE VII
Partnership Approval. The partners of each Merging Partnership shall have approved the Merger in the manner required in their respective Agreements of Limited Partnership.
Partnership Approval. The execution and delivery of this Agreement by Seller, and the performance of its covenants and obligations under it, shall have been duly authorized by all necessary partnership action, and Buyer shall have received copies of all resolutions pertaining to that authorization, certified by the secretary of Seller.
