Voting Rights of Partners. (a) Subject to subsection (b), the following matters require Special Partner Approval:
(i) The matters described in Section 3.09(b).
(ii) Permitting the General Partner to engage in the actions described in Section 3.09(a).
(iii) Causing dissolution of the Partnership as described in Section 6.01(c).
(iv) Amending this Agreement as described in Section 9.05(b).
(b) The parties intend that the exercise of any rights granted to the Limited Partners by this Agreement shall be deemed an action affecting only the agreement among the Partners and not an action affecting the management and control of the business or otherwise inconsistent with the Act. The exercise of any rights of the Limited Partners under this Section shall, at the option of the General Partner, be conditioned upon the prior receipt by the General Partner of an opinion of legal counsel for the Partnership, satisfactory in form and substance to the General Partner, to the effect that such exercise will not have a material adverse federal or state income tax or other material adverse legal impact on the Partnership. A Limited Partner may, however, and shall be permitted to exercise any rights granted to the Limited Partners by this Agreement relating to management and control of the business notwithstanding any adverse effect on such Limited Partner.
Voting Rights of Partners. (a) Each Partner shall take no part in or interfere in any manner with the control, conduct or operation of the Partnership, and shall have no right or authority to act for or bind the Partnership except as provided herein. Votes or decisions, to the extent taken or to be made, of the Partners may be cast at any duly called meeting of the Partnership or in writing within ten (10) days after written request therefor. Each Partner shall be entitled to the number of votes equal to the percentage Partnership Interest of such Partner.
(b) No Partner shall have the right or power to vote to: (i) withdraw or reduce his or her Capital Contributions except as a result of the dissolution of the Partnership or as otherwise provided by law or this Agreement; (ii) bring an action for partition against the Partnership; (iii) cause the termination and dissolution of the Partnership by court decree or otherwise, except as set forth in this Agreement; or (iv) demand or receive property other than cash in return for his or her Capital Contributions.
Voting Rights of Partners. Except as otherwise provided in this Partnership Agreement, including, without limitation, Sections 3.2 and 4.1 hereof, every Partner of the Company shall be entitled to a percentage of the total votes equal to that Partner’s then current Partnership Interest.
Voting Rights of Partners. (a) Each Partner shall take no part in or interfere in any manner with the control, conduct or operation of the Partnership, and shall have no right or authority to act for or bind the Partnership except as provided herein. Votes or decisions, to the extent taken or to be made, of the Partners may be cast at any duly called meeting of the Partnership or in writing within ten (10) days after written request therefor. Each Partner shall be entitled to the number of votes equal to the percentage Partnership Interest of such Partner.
Voting Rights of Partners. 13 Section 2.7 Manner of Acting...................................13 Section 2.8 Consent in Lieu of Meeting.........................13 Section 2.9 Relationship of the Partners.......................13
Voting Rights of Partners. 19 Section 3.12. Approval Procedures.................................................20 Section 3.13. Loans to and from the Partnership...................................20 Section 3.14. Reimbursement of Expenses...........................................21 Section 3.15. Indemnification of Certain Recourse Debt............................21 ARTICLE IV Capital Contributions, Profits and Losses and Distributions.............21 Section 4.01. Purchase of Units and Capital Contributions.........................21 Section 4.02. Issuance of Additional Partnership Interests........................21 Section 4.03. Distributable Cash..................................................22 Section 4.04. Distributions From Terminating Capital Transaction..................23 TABLE OF CONTENTS (CONTINUED) PAGE
Voting Rights of Partners. 15.1 Each Partnership Interest shall bear one (1) voting right.
Voting Rights of Partners. Notwithstanding any other provisions of this Agreement, each of the following actions by a Partner or by the Company requires the affirmative vote of a majority of the Interests owned by the Advanta Partners, excluding any such action (other than as set forth in Section 5.7.7) with respect to which the Company requests and has received (i) from counsel mutually acceptable to Fleet and Advanta a written opinion that such action will not have an adverse tax effect upon the Advanta Partners and, (ii) from Advanta’s regularly employed accountants, a written opinion that such action will not give rise to any requirement that the Advanta Partners create or increase any reserve (other than a reserve relating to the Book/Tax Differential) for income taxes for financial reporting purposes.
5.7.1 approving (i) any Additional Capital Contributions, (ii) the admission of any other Partners or (iii) any other act, if any such action would reduce the Percentage owned by the Advanta Partners below one percent in the aggregate;
5.7.2 reducing the amount of indebtedness of the Company which can be allocated to any Advanta Partner below the amount of such Advanta Partner’s deficit balance in its capital account (as calculated for federal income tax purposes);
5.7.3 approving any sale, transfer or other disposition of the goodwill, going concern value, or the value attributable to the workforce in place contributed to the LLC (and assumed by the Company) by Advanta or any of its Affiliates (the “Restricted Sale Assets”); provided, however, that the parties agree the Company is permitted to sell, transfer or otherwise dispose of portions of the Restricted Sale Assets if such sales, transfers or other dispositions are in the ordinary course of the Company’s business and would not result in the recognition of gain or income to the Advanta Partners under Section 704(c) of the Code;
5.7.4 discontinuing the operation of the Advanta Credit Card Business or cause the dissolution of the Company unless prior thereto, the Advanta Partners are offered an opportunity to acquire such Advanta Credit Card Business on terms mutually acceptable to the parties;
5.7.5 making any election that would result in the Company being taxed as other than a “partnership” for federal income tax purposes, including (but not limited to) electing to be taxed as other than a “partnership” by filing Form 8832, “Entity Classification Election” or making any election inconsistent with Section 4.5.3 hereof;
5.7.6...
Voting Rights of Partners. Except as provided in Subsection 5.2(B), the 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; Amendment of the Partnership Agreement as provided in Section 13.2; The sale or transfer of the Partnership; Approval of Partner loans pursuant to Section 7.2; 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 Section 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 profits and losses owned by Partner with the General Partner having the same voting rights as other Partners.
Voting Rights of Partners. Hydro shall be entitled to seventy-four (74) votes, the General Partner shall be entitled to one (1) vote, CNPLP shall be entitled to fifteen (15) votes, YFFNLP shall be entitled to five (5) votes and FLCNKII shall be entitled to five (5) votes at any meeting of Partners held in accordance with this LP Agreement or with respect to any decision required of Partners in accordance with this LP Agreement, provided that each continues to hold at least one Class M, Class K or
