RIGHTS AND RESTRICTIONS OF THE GENERAL PARTNER Sample Clauses

RIGHTS AND RESTRICTIONS OF THE GENERAL PARTNER. 5.1. Duties and Powers of the General Partner.
Sample 1
AutoNDA by SimpleDocs
RIGHTS AND RESTRICTIONS OF THE GENERAL PARTNER. 20 Section 6.1. Duties and Powers of the General Partner 20 Section 6.2. Services of the General Partner; Fees, Compensation and Reimbursement of Expenses 22 Section 6.3. Business Opportunities 22 Section 6.4. Limited Partners 23 Section 6.5. Self Dealing Transactions 23 ARTICLE VII. TRANSFER OF PARTNERSHIP UNITS; WITHDRAWAL OF PARTNERS; ADDITIONAL PARTNERS 23 Section 7.1. Issuance or Transfer of Units 23 Section 7.2. Sale of the Partnership 25 Section 7.3. Tag-Along Rights 26 Section 7.4. Preemptive Rights 29 Section 7.5. Legend 31 Section 7.6. Admission of New Partners 32 Section 7.7. Withdrawal, Expulsion or Other Termination of Partners 32 Section 7.8. Effect of Termination of a Partner 33 Section 7.9. Redemption 33 TABLE OF CONTENTS (continued) Page ARTICLE VIII. DURATION; TERMINATION 33 Section 8.1. Duration 33 Section 8.2. Liquidation of Partnership Units 33 ARTICLE IX. VALUATION 35 Section 9.1. Valuation 35 ARTICLE X. BOOKS OF ACCOUNT; INFORMATION RIGHTS; REGISTRATION RIGHTS; REORGANIZATION 35 Section 10.1. Books 35 Section 10.2. Tax Allocations and Reports 36 Section 10.3. Registration Rights 37 Section 10.4. Reorganization 37 Section 10.5. Information Rights; Confidentiality 37 ARTICLE XI. MISCELLANEOUS 38 Section 11.1. Amendments 38 Section 11.2. Successors 39 Section 11.3. Governing Law; Severability 39 Section 11.4. Notices 39 Section 11.5. Construction 39 Section 11.6. No Third Party Beneficiaries 40 Section 11.7. No Action for Partition 40 Section 11.8. Business Days 40 Section 11.9. No Strict Construction 40 Section 11.10. Jurisdiction and Venue 40 Section 11.11. Waiver of Jury Trial 40 Section 11.12. Termination Upon Qualified Public Offering 41 Section 11.13. Restricted Access to Certain Information 41 Section 11.14. Entire Agreement; Headings; Counterparts 41 Section 11.15. Exculpation 41 TABLE OF CONTENTS (continued) Page SCHEDULES AND EXHIBITS Schedule I — Schedule of Partners Exhibit A — Form of Joinder Agreement AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF EDGEN XXXXXX XX, L.P. This AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (this “Agreement”), dated as of May 11, 2007, of EDGEN XXXXXX XX, L.P., a Delaware limited partnership (the “Partnership”), is by and among Edgen Xxxxxx XX GP, LLC, a Delaware limited liability company, as general partner (the “General Partner”), and the individuals and entities listed on Schedule I attached hereto as amended from time to time in accordance herewith, as limited partners (the “Lim...
Sample 1

Related to RIGHTS AND RESTRICTIONS OF THE GENERAL PARTNER

  • Transfer of the General Partner’s General Partner Interest (a) Subject to Section 4.6(c) below, prior to June 30, 2015, the General Partner shall not transfer all or any part of its General Partner Interest (represented by General Partner Units) to a Person unless such transfer (i) has been approved by the prior written consent or vote of the holders of at least a majority of the Outstanding Common Units (excluding Common Units held by the General Partner and its Affiliates) or (ii) is of all, but not less than all, of its General Partner Interest to (A) an Affiliate of the General Partner (other than an individual) or (B) another Person (other than an individual) in connection with the merger or consolidation of the General Partner with or into such other Person or the transfer by the General Partner of all or substantially all of its assets to such other Person.

  • Rights Obligations and Powers of the General Partner 6.1 Management of the Partnership.

  • Outside Activities of the General Partner (a) Without the Consent of the Limited Partners, the General Partner shall not directly or indirectly enter into or conduct any business other than in connection with the ownership, acquisition, and disposition of Partnership Interests and the management of its business and the business of the Partnership, and such activities as are incidental thereto.

  • Transfer of the General Partner’s Partnership Interest (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in, or in connection with a transaction contemplated by, Section 7.1(c), (d) or (e).

  • Restrictions on the General Partner’s Authority Except as provided in Article XII and Article XIV, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the assets of the Partnership Group, taken as a whole, in a single transaction or a series of related transactions without the approval of a Unit Majority; provided, however, that this provision shall not preclude or limit the General Partner’s ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Partnership Group and shall not apply to any forced sale of any or all of the assets of the Partnership Group pursuant to the foreclosure of, or other realization upon, any such encumbrance.

  • Powers of the General Partner Subject to the limitations set forth in this Agreement, the General Partner will possess and may exercise all of the powers and privileges granted to it by the Act including, without limitation, the ownership and operation of the assets contributed to the Partnership by the Partners, by any other Law or this Agreement, together with all powers incidental thereto, so far as such powers are necessary or convenient to the conduct, promotion or attainment of the purpose of the Partnership set forth in Section 2.06.

  • Registration Rights of the General Partner and its Affiliates (a) If (i) the General Partner or any Affiliate of the General Partner (including for purposes of this Section 7.12, any Person that is an Affiliate of the General Partner at the date hereof notwithstanding that it may later cease to be an Affiliate of the General Partner) holds Partnership Securities that it desires to sell and (ii) Rule 144 of the Securities Act (or any successor rule or regulation to Rule 144) or another exemption from registration is not available to enable such holder of Partnership Securities (the “Holder”) to dispose of the number of Partnership Securities it desires to sell at the time it desires to do so without registration under the Securities Act, then upon the request of the General Partner or any of its Affiliates, the Partnership shall file with the Commission as promptly as practicable after receiving such request, and use all reasonable efforts to cause to become effective and remain effective for a period of not less than six months following its effective date or such shorter period as shall terminate when all Partnership Securities covered by such registration statement have been sold, a registration statement under the Securities Act registering the offering and sale of the number of Partnership Securities specified by the Holder; provided, however, that the Partnership shall not be required to effect more than three registrations pursuant to this Section 7.12(a); and provided further, however, that if the Conflicts Committee determines in its good faith judgment that a postponement of the requested registration for up to six months would be in the best interests of the Partnership and its Partners due to a pending transaction, investigation or other event, the filing of such registration statement or the effectiveness thereof may be deferred for up to six months, but not thereafter. In connection with any registration pursuant to the immediately preceding sentence, the Partnership shall promptly prepare and file (x) such documents as may be necessary to register or qualify the securities subject to such registration under the securities laws of such states as the Holder shall reasonably request; provided, however, that no such qualification shall be required in any jurisdiction where, as a result thereof, the Partnership would become subject to general service of process or to taxation or qualification to do business as a foreign corporation or partnership doing business in such jurisdiction solely as a result of such registration, and (y) such documents as may be necessary to apply for listing or to list the Partnership Securities subject to such registration on such National Securities Exchange as the Holder shall reasonably request, and do any and all other acts and things that may reasonably be necessary or advisable to enable the Holder to consummate a public sale of such Partnership Securities in such states. Except as set forth in Section 7.12(c), all costs and expenses of any such registration and offering (other than the underwriting discounts and commissions) shall be paid by the Partnership, without reimbursement by the Holder.

  • Ownership of the General Partner Teekay Holdings owns of record 100% of the membership interests in the General Partner. Such membership interests have been duly authorized and validly issued in accordance with the limited liability company agreement of the General Partner and are fully paid (to the extent required under the limited liability company agreement of the General Partner) and nonassessable (except as such nonassessability may be affected by Sections 20, 31, 40 and 49 of the Xxxxxxxx Islands Limited Liability Company Act and except as may otherwise be provided in the limited liability company agreement of the General Partner).

  • Liability of the General Partner A. Notwithstanding anything to the contrary set forth in this Agreement, none of the General Partner nor any of its officers, directors, agents or employees shall be liable or accountable in damages or otherwise to the Partnership, any Partners or any Assignees, or their successors or assigns, for losses sustained, liabilities incurred or benefits not derived as a result of errors in judgment or mistakes of fact or law or any act or omission if the General Partner acted in good faith.

  • Reimbursement of the General Partner (a) Except as provided in this Section 7.4 and elsewhere in this Agreement, the General Partner shall not be compensated for its services as a general partner or managing member of any Group Member.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!