Procedures for Actions and Consents of Partners. The actions requiring Consent of any Partner or Partners pursuant to this Agreement, including Section 7.3 hereof, or otherwise pursuant to applicable law, are subject to the procedures set forth in this Article 14.
Procedures for Actions and Consents of Partners. AMENDMENTS; MEETINGS 72 Section 14.1 Procedures for Actions and Consents of Partners 72 Section 14.2 Amendments 72 Section 14.3 Actions and Consents of the Partners 72 ARTICLE 15 GENERAL PROVISIONS 73 Section 15.1 Redemption Rights of Qualifying Parties 73 Section 15.2 Addresses and Notice 77 Section 15.3 Titles and Captions 77 Section 15.4 Pronouns and Plurals 78 Section 15.5 Further Action 78 Section 15.6 Binding Effect 78 Section 15.7 Waiver 78 Section 15.8 Counterparts 78 Section 15.9 Applicable Law; Consent to Jurisdiction; Waiver of Jury Trial 78 Section 15.10 Entire Agreement 79 Section 15.11 Invalidity of Provisions 79 Section 15.12 Limitation to Preserve REIT Status 79 Section 15.13 No Partition 80 Section 15.14 No Third-Party Rights Created Hereby 80 Section 15.15 No Rights as Stockholders 81 ARTICLE 16 LTIP Xxxxx 00 Xxxxxxx 00.0 Designation 81 Section 16.2 Vesting 81 Section 16.3 Adjustments 82 Section 16.4 Distributions 83 Section 16.5 Allocations 83 Section 16.6 Transfers 84 Section 16.7 Redemption 84 Section 16.8 Legend 84 Section 16.9 Conversion to Partnership Common Units 84 Section 16.10 Voting 87 Section 16.11 Section 83 Safe Harbor 87 Exhibit A PARTNERS AND PARTNERSHIP UNITS A-1 Exhibit B EXAMPLES REGARDING ADJUSTMENT FACTOR B-1 Exhibit C NOTICE OF REDEMPTION C-1 Exhibit D CONVERSION NOTICE D-1 THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN ASSETS TRUST, L.P., dated as of [ ], 2011, is made and entered into by and among AMERICAN ASSETS TRUST, INC., a Maryland corporation, as the General Partner and the Persons whose names are set forth on Exhibit A attached hereto, as limited partners, and any Additional Limited Partner that is admitted from time to time to the Partnership and listed on Exhibit A attached hereto.
Procedures for Actions and Consents of Partners. AMENDMENTS; MEETINGS
Procedures for Actions and Consents of Partners. AMENDMENTS; MEETINGS
Section 14.1 Procedures for Actions and Consents of Partners Section 14.2 Amendments Section 14.3 Meetings of the Partners
Procedures for Actions and Consents of Partners. Section 14.1 Procedures For Actions And Consents of Partners -----------------------------------------------
A. The actions requiring consent or approval of Limited Partners pursuant to this Agreement, including Section 7.3, or otherwise pursuant to applicable law, are subject to the following procedures.
B. Amendments to this Agreement may be proposed by the General Partner or by any Limited Partners holding 20 percent or more of the Partnership Units held by Limited Partners. Following such proposal, the General Partner shall submit any proposed amendment to the Limited Partners. The General Partner shall seek the written consent of the Partners on the proposed amendment or shall call a meeting to vote thereon and to transact any other business that it may deem appropriate. For purposes of obtaining a written consent, the General Partner may require a response within a reasonable specified time, but not less than 15 days, and failure to respond in such time period shall constitute a consent which is consistent with the General Partner's recommendation with respect to the proposal; provided, that, an action shall -------- ---- become effective at such time as requisite consents are received even if prior to such specified time.
C. Meetings of the Partners may be called by the General Partner and shall be called upon the receipt by the General Partner of a written request by Limited Partners holding 20 percent or more of the Limited Partnership Interests. The call shall state the nature of the business to be transacted. Notice of any such meeting shall be given to all Partners not less than seven days nor more than 30 days prior to the data of such meeting. Partners may vote in person or by proxy at such meeting. Whenever the vote or Consent of Partners is permitted or required under this Agreement, such vote or Consent may be given at a meeting of Partners or may be given in accordance with the procedure prescribed in Section 14.1.D.
D. Any action required or permitted to be taken by the meeting of the Partners may be taken without a meeting if a written consent setting forth the action so taken is signed by the percentage as is expressly required by this Agreement for the action in question. Such consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote of the Percentage Interests of the Partners (expressly required by this Agreement). Such consent shall be filed with the General Partner. An action so ...
Procedures for Actions and Consents of Partners. AMENDMENTS; MEETINGS 55 Section 14.1. Procedures for Actions and Consents of Partners 55 Section 14.2. Amendments 55 Section 14.3. Actions and Consents of the Partners 55 ARTICLE 15 GENERAL PROVISIONS 56 Section 15.1. Redemption Rights of Qualifying Parties 56 Section 15.2. Addresses and Notice 60 Section 15.3. Titles and Captions 60 Section 15.4. Pronouns and Plurals 60 Section 15.5. Further Action 60 Section 15.6. Binding Effect 60 Section 15.7. Waiver 60 Section 15.8. Counterparts 60 Section 15.9. Applicable Law; Consent to Jurisdiction; Waiver of Jury Trial 61 Section 15.10. Entire Agreement 61 Section 15.11. Invalidity of Provisions 61 Section 15.12. Limitation to Preserve REIT Status 61 Section 15.13. No Partition 62 Section 15.14. No Third-Party Rights Created Hereby 62 Section 15.15. No Rights as Stockholders 62 EXHIBIT A PARTNERS AND PARTNERSHIP UNITS EXHIBIT B EXAMPLES REGARDING ADJUSTMENT FACTOR EXHIBIT C NOTICE OF REDEMPTION THIS LIMITED PARTNERSHIP AGREEMENT OF TALON OP, L.P., dated as of June 7, 2013, is made and entered into by and among GUIDE HOLDINGS, INC., a Utah corporation, as the General Partner, and the Persons whose names are set forth on Exhibit A attached hereto, as limited partners as of the date of this Agreement, and any Additional Limited Partner that is admitted from time to time to the Partnership and listed on Exhibit A attached hereto.
Procedures for Actions and Consents of Partners. AMENDMENTS; MEETINGS 72 ARTICLE 15 GENERAL PROVISIONS 74
Procedures for Actions and Consents of Partners. 77 Section 14.1. Procedures For Actions And Consents of Partners....................... 77
Procedures for Actions and Consents of Partners. AMENDMENTS; MEETINGS Procedures for Actions and Consents of Partners. The actions requiring consent or approval of Partners pursuant to this Agreement, including Section 7.3, or otherwise pursuant to applicable law, are subject to the procedures set forth in this Article 14.
Procedures for Actions and Consents of Partners. AMENDMENTS; MEETINGS ARTICLE XIV REDEMPTION RIGHTS ARTICLE XV PARTNERSHIP CLASS PI COMMON UNIT CONVERSION
