Voting Rights of Limited Partners. A. Except as provided in Subsection 5.2(b), the Limited Partners shall not have either the obligation or the right to take part, directly or indirectly, in the active management or control of the business of the Partnership.
B. The following Partnership actions may only be taken after approval by vote of the Partners:
Voting Rights of Limited Partners. 15.1 The voting rights granted to the Limited Partners in Sections 9.3, 9.9, 13.3, 13.4, and 14.1 hereof are granted pursuant to Section 15507 of the Limited Partnership Act as in effect in the State of California. A Limited Partner shall not be deemed to take part in the control of the Partnership by virtue of his possessing or exercising such voting rights.
15.2 For purposes of taking any action permitted under the Agreement, a Partnership meeting may be called by the General Partners or by the holders of in the aggregate 10% or more of the Limited Partnership Interests outstanding. Upon receipt by the General Partners of a written request, delivered either in person or by registered mail, executed by the holders of 10% or more of the Limited Partnership Interests outstanding and stating the purpose of the meeting, or if a meeting is to be held at the call of the General Partners, in each case the General Partners shall provide all of the Limited Partners, within 10 days after receipt of such request, written notice (either in person or by certified mail) of the meeting and the purpose of such meeting which shall be held on a date not less than 15 nor more than 60 days after receipt of such request, at a time and place (within the state and county of the principal office of the Partnership) as shall be selected by the General Partners, convenient to the Partners.
Voting Rights of Limited Partners. 10.2.1. The holders of a majority of the outstanding Units may, without the concurrence of the General Partner:
(i) amend this Agreement, subject to the provisions of Section 12.1 hereof;
(ii) dissolve the Partnership;
(iii) remove the General Partner and elect a replacement General Partner;
(iv) approve or disapprove the sale of all or substantially all of the assets of the Partnership in a single transaction other than in connection with the liquidation of the Partnership; or
(v) if the Partnership invests in a Local Limited Partnership of which the Local General Partner is a Sponsor, direct the General Partner (acting on behalf of the Partnership) to take any action permitted to be taken by the Partnership pursuant to the partnership agreement of the Local Limited Partnership.
10.2.2. Notwithstanding any provision of the Act to the contrary, the Limited Partners shall only have the right to vote on the matters set forth in Paragraph 10.2.1. of this Agreement.
10.2.3. In any vote of the Limited Partners, each Limited Partner shall be entitled to cast one vote for each Unit which he owns as of the designated record date. Notwithstanding any other provision of this Agreement, any Units held by the Sponsor will not be entitled to vote, and will not be considered to be "outstanding" Units for purposes of any vote, upon matters which involve a conflict between the interests of such Sponsor and the Partnership, including, but not limited to, any vote on the proposed removal of the General Partner or regarding any transaction between the Partnership and the Sponsor.
Voting Rights of Limited Partners. Except as otherwise provided in this Agreement, the management of the Partnership is vested solely in the Board. The Limited Partners, acting solely in their capacity as Limited Partners, shall have no power to participate in the management of the Partnership, except as expressly provided in this Agreement.
Voting Rights of Limited Partners. Subject to Section 10.3, a majority in interest of the Limited Partners, without the concurrence of the General Partners, may (i) amend this Agreement, subject to the provisions of Section 11.2B and to the conditions that such amendment (a) may not in any manner allow the Limited Partners to take part in the control of the Partnership's business and (b) may not, without the consent of the General Partner affected, alter the rights, powers and duties of such General Partner as set forth in Article Five, the interest of the General Partners in Profits or Losses for Tax Purposes or in Disbursable Cash or Sale or Refinancing Proceeds or the valuation of the Interest of a General Partner as provided in Section 6.6; (ii) dissolve the Partnership; or (iii) remove any General Partner and (unless such General Partner was the sole remaining General Partner) elect a replacement therefor.
Voting Rights of Limited Partners. Limited Partners who own Class A Units shall be entitled to cast one vote for each Class A Unit they own. Except as otherwise specifically provided in this Agreement, Limited Partners shall have the right to vote only upon the following matters:
8.2.1 remove the General Partner as provided in Section 9.2 of this Agreement;
8.2.2 remove the current Tax Matters Partner (or Partnership Representative, as the case may be) and elect a successor Tax Matters Partner (or Partnership Representative, as the case may be);
8.2.3 amend this Agreement;
8.2.4 extend the term of the Partnership as provided in Section 13.1.4 when there is a Dissolution Event;
8.2.5 elect an additional General Partner;
8.2.6 elect a successor General Partner; or
8.2.7 upon a Supermajority Vote, direct the disposition of the Trust Estate without the consent of the General Partner.
Voting Rights of Limited Partners. Except as provided in Subsection 5.2(b), the Limited Partners shall not have either the obligation or the right to take part, directly or indirectly, in the active management or control of the business of the Partnership. The following Partnership actions may only be taken after approval by vote of the Partners: Veto of a call for additional capital as set forth in Section 3.2; Admission of an additional General Partner under Section Admission of an additional Limited Partner under Section 2.4; Admission of a Substituted General Partner under Section 9.2; Amendment of the Partnership Agreement as provided in Subsection 13.2; The sale or transfer of the Project; Approval of Partner loans pursuant to Section 7.3; Consent to dissolution under Section 12.2; and Election of a new general partner under Section 12.3. Except where otherwise expressly set forth in this Agreement, all of the acts listed in Section 5.2(b)(i) through 5.2(b)(ix) shall be approved by fifty-one percent (51%) vote of the interests of the Partners, each Partner having one vote for each one percent (1%) interest in profits and losses owned by that Partner with the General Partner having the same voting rights as a Limited Partner.
Voting Rights of Limited Partners. During the Initial Holding ------------------------------------------------------------ Period. ------
(1) During the Initial Holding Period, if a vote of the shareholders of the General Partner is required, then (i) a sale of all or substantially all of the assets of the Partnership, (ii) a merger involving the Partnership and (iii) any issuance of Units in connection with an issuance of Common Shares representing 20% or more of the outstanding Common Shares of the General Partner which would require shareholder approval under the rules of the New York Stock Exchange, would require the approval of a majority of all outstanding Units (or, in the case of clause (iii), a majority of the Units that are voted, provided that at least a majority of the Units are voted), including Units held by the General Partner, voting as a single class with the General Partner voting its Units in the same proportion as its shareholders vote.
(2) During the Initial Holding Period, any taxable sale or sales of hotels representing more than 10% of the aggregate Appraised Value of the hotels of any partnership the interests in which were contributed to the Partnership in exchange for Units would require, in addition to any other approval requirements, the approval of a majority of all outstanding Units held by Persons who formerly were limited partners of such partnership, voting as a separate class.
Voting Rights of Limited Partners. In addition to any other voting rights granted the Limited Partners under this Agreement, the Limited Partners have the right to vote on the following matters:
Voting Rights of Limited Partners. The Limited Partners shall have the right to vote on and to give or withhold their consent to the matters specifically subject to their vote or consent under this Agreement and otherwise shall have the voting rights conferred on limited partners pursuant to applicable law.
