Common use of Removal of the General Partner Clause in Contracts

Removal of the General Partner. The General Partner may not be removed as a general partner of the Partnership unless the NEE Partners General Partner is removed as a general partner of NEE Partners in accordance with the NEE Partners Partnership Agreement. If the NEE Partners General Partner is removed as a general partner of NEE Partners in accordance with the NEE Partners Partnership Agreement, the General Partner shall be removed as a general partner of the Partnership and the successor General Partner effective upon the election of a successor General Partner by holders of a Unit Majority and the admission of such successor General Partner pursuant to Section 10.2. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section 10.2, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section 10.2.

Appears in 6 contracts

Samples: Limited Partnership Agreement (Nextera Energy Partners, Lp), Limited Partnership Agreement (NextEra Energy Partners, LP), Limited Partnership Agreement (NextEra Energy Partners, LP)

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Removal of the General Partner. The General Partner may not be removed unless such removal is both (i) for Cause and (ii) approved by the Public Company and the Unitholders holding at least 66 2/3% of the Outstanding Units voting as a general partner single class. Any action by the Public Company and such holders for removal of the Partnership unless the NEE Partners General Partner is removed as a general partner of NEE Partners in accordance with the NEE Partners Partnership Agreement. If the NEE Partners General Partner is removed as a general partner of NEE Partners in accordance with the NEE Partners Partnership Agreement, the General Partner shall be removed as a general partner of the Partnership and the successor General Partner effective upon must also provide for the election of a successor General Partner by holders of the Public Company and Unitholders holding a Unit Majority and Majority. Such removal shall be effective immediately following the admission of such a successor General Partner pursuant to Section 10.210.3. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section 10.210.3, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section 10.210.3.

Appears in 2 contracts

Samples: Agreement of Limited Partnership (Hess Midstream Partners LP), Partnership Restructuring Agreement (Hess Midstream Partners LP)

Removal of the General Partner. The General Partner may not be removed as a general partner if such removal is approved by the Unitholders holding all of the Partnership unless the NEE Partners General Partner is removed as a general partner of NEE Partners in accordance with the NEE Partners Partnership Agreement. If the NEE Partners General Partner is removed as a general partner of NEE Partners in accordance with the NEE Partners Partnership Agreement, Outstanding Units (including Units held by the General Partner shall be removed as a general partner and its Affiliates). Any such action by such holders for removal of the Partnership and the successor General Partner effective upon must also provide for the election of a successor General Partner by holders of a Unit Majority and Partner. Such removal shall be effective immediately following the admission of such a successor General Partner pursuant to Section 10.210.3. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Partnership Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section 10.210.3, automatically become a successor general partner or managing member, to the extent applicable, of the other Partnership Group Members of which the General Partner is a general partner or a managing member. The right of the holders of Outstanding Units to remove the General Partner shall not exist or be exercised unless the Partnership has received an opinion opining as to the matters permitting the removal. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section 10.210.3.

Appears in 2 contracts

Samples: Agreement of Limited Partnership (Opr, LLC), Agreement of Limited Partnership (NGL Crude Terminals, LLC)

Removal of the General Partner. (a) The General Partner may not shall be removed as a general partner of if the Partnership unless the NEE Partners General Partner is removed as a the general partner of NEE Partners in accordance the MLP pursuant to Section 11.2 of the MLP Agreement. Such removal shall be effective concurrently with the NEE Partners Partnership effectiveness of the removal of the General Partner as the general partner of the MLP pursuant to the terms of the MLP Agreement. If a successor general partner for the NEE Partners MLP is elected in connection with the removal of the General Partner, such successor general partner for the MLP shall, upon admission pursuant to Article X herein, automatically become the successor General Partner is removed as a general partner of NEE Partners in accordance with the NEE Partners Partnership. The admission of any such successor General Partner to the Partnership Agreement, shall be subject to the provisions of Section 10.4. (b) The General Partner shall be removed as a general partner of if the Partnership and MLP, in its sole discretion, approves the successor removal. Any action by the MLP to remove the General Partner effective upon as provided in this Section 11.2(b) must also provide for the election of a successor General Partner by holders the MLP. Removal of the General Partner shall be effective immediately following the admissions of a Unit Majority and the admission of such successor General Partner pursuant to Section 10.2. Article X. The removal admission of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a any successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section 10.2, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. Any successor General Partner elected in accordance with the terms of this Section 11.2 Partnership shall be subject to the provisions of Section 10.210.4.

Appears in 2 contracts

Samples: Contribution Agreement (Atlas Pipeline Partners Lp), Contribution Agreement (Resource America Inc)

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Removal of the General Partner. The General Partner may not be removed as a general partner if such removal is approved by the Unitholders holding at least 662/3% of the Partnership unless the NEE Partners General Partner is removed as a general partner of NEE Partners in accordance with the NEE Partners Partnership Agreement. If the NEE Partners General Partner is removed as a general partner of NEE Partners in accordance with the NEE Partners Partnership Agreement, Outstanding Units (including Units held by the General Partner shall be removed as a general partner and its Affiliates). Any such action by such holders for removal of the Partnership and the successor General Partner effective upon must also provide for the election of a successor General Partner by holders of the Unitholders holding a Unit Majority (including Units held by the General Partner and its Affiliates). Such removal shall be effective immediately following the admission of such a successor General Partner pursuant to Section 10.210.3. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing memberpartner. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section 10.210.3, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner partner. The right of the holders of Outstanding Units to remove the General Partner shall not exist or be exercised unless the Partnership has received an opinion opining as to the matters covered by a managing memberWithdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section 10.210.3.

Appears in 1 contract

Samples: Limited Partnership Agreement (Valero L P)

Removal of the General Partner. The General Partner may not be removed as a general partner if such removal is approved by the Limited Partners holding at least 66 2/3% of the Partnership unless the NEE Partners General outstanding Limited Partner is removed as a general partner Interests. Any such action by such holders for removal of NEE Partners in accordance with the NEE Partners Partnership Agreement. If the NEE Partners General Partner is removed as a general partner of NEE Partners in accordance with the NEE Partners Partnership Agreement, the General Partner shall be removed as a general partner of the Partnership and the successor General Partner effective upon must also provide for the election of a successor General Partner by holders of the Limited Partners holding a Unit Majority and Interest. Such removal shall be effective immediately following the admission of such a successor General Partner pursuant to Section 10.2. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section 10.2, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. The right of the Limited Partners to remove the General Partner shall not exist or be exercised unless the Partnership has received an opinion opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section 10.2.

Appears in 1 contract

Samples: Limited Partnership Agreement (DCP Midstream, LP)

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