Common use of Withdrawal of General Partner Clause in Contracts

Withdrawal of General Partner. The General Partner shall not withdraw as the Partnership's general partner except as follows: (a) The General Partner shall be deemed to have withdrawn as the Partnership's general partner upon the effective date of the transfer of all of its General Partnership Interest in a transfer permitted under the Investors Agreement. (b) The General Partner may withdraw as the Partnership's general partner by delivering a notice of withdrawal to the Partners. Such notice shall state the effective date of the General Partner's withdrawal, which date shall be not less than 90 days subsequent to the date such notice is mailed, and shall set forth rules and procedures for the nomination and election of a Successor General Partner pursuant to Section 12.2. Unless such notice is earlier revoked, the General Partner shall be deemed to have withdrawn as the Partnership's general partner upon the earlier of (i) the effective date stated in such notice, or (ii) the date a Successor General Partner is admitted to the Partnership pursuant to Section 11.3. (c) The General Partner shall have no right to withdraw as the Partnership's general partner without the consent of a majority of the Class A Common Units. If the General Partner withdraws as the Partnership's general partner in violation of this Section 12.1, the damages for which it may be held liable under Section 17-602 of the Delaware Act (or otherwise as a result of such withdrawal) shall be limited to the forfeiture of its General Partnership Interest.

Appears in 2 contracts

Samples: Limited Partnership Agreement (TWP Capital Corp), Limited Partnership Agreement (Transwestern Holdings Lp)

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Withdrawal of General Partner. The General Partner shall not withdraw as the Partnership's general partner except as follows: (a) The General Partner shall be deemed to have withdrawn as the Partnership's general partner upon the effective date of the transfer of all of its General Partnership Interest in a transfer permitted under the Investors AgreementPercentage Interest. (b) The General Partner may shall have no right to withdraw as the Partnership's general partner without the consent of the Partners owning a Majority in Interest. If permitted to withdraw as the Partnership's general partner, the General Partner may withdraw by delivering a notice of withdrawal to the Partners. Such notice shall state the effective date of the General Partner's withdrawal, which date shall be not less than 90 days subsequent to the date such notice is mailed, mailed and shall set forth rules and procedures for the nomination and election of a Successor General Partner pursuant to Section 12.212.3. Unless such notice is earlier revoked, the General Partner shall be deemed to have withdrawn as the Partnership's general partner upon the earlier of (i) the effective date stated in such notice, notice or (ii) the date a Successor General Partner is admitted to the Partnership pursuant to Section 11.3. (c) The General Partner shall have no right to withdraw as the Partnership's general partner without the consent of a majority of the Class A Common Units. If the General Partner withdraws as the Partnership's general partner in violation of this Section 12.1, the damages for which it may be held liable under Section 17-602 of the Delaware Pennsylvania Act (or otherwise as a result of such withdrawal) shall be limited to the forfeiture of its General Partnership Percentage Interest.

Appears in 2 contracts

Samples: Limited Partnership Agreement (Anthony Crane Holdings Capital Corp), Limited Partnership Agreement (Anthony Crane Sales & Leasing Lp)

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Withdrawal of General Partner. The General Partner shall not withdraw as the Partnership's general partner except as follows: (a) The General Partner shall be deemed to have withdrawn as the Partnership's general partner upon the effective date of the transfer of all of its General Partnership Interest in a transfer permitted under the Investors Securityholders Agreement. (b) The General Partner may shall have no right to withdraw as the Partnership's general partner without the consent of the Partners owning a majority of the Common Units. If permitted to withdraw as the Partnership's general partner, the General Partner may withdraw by delivering a notice of withdrawal to the Partners. Such notice shall state the effective date of the General Partner's withdrawal, which date shall be not less than 90 days subsequent to the date such notice is mailed, mailed and shall set forth rules and procedures for the nomination and election of a Successor General Partner pursuant to Section 12.212.3. Unless such notice is earlier revoked, the General Partner shall be deemed to have withdrawn as the Partnership's general partner upon the earlier of (i) the effective date stated in such notice, notice or (ii) the date a Successor General Partner is admitted to the Partnership pursuant to Section 11.3. (c) The General Partner shall have no right to withdraw as the Partnership's general partner without the consent of a majority of the Class A Common Units. If the General Partner withdraws as the Partnership's general partner in violation of this Section 12.1, the damages for which it may be held liable under Section 17-602 of the Delaware Pennsylvania Act (or otherwise as a result of such withdrawal) shall be limited to the forfeiture of its General Partnership Interest.

Appears in 2 contracts

Samples: Limited Partnership Agreement (Anthony Crane Sales & Leasing Lp), Limited Partnership Agreement (Anthony Crane Holdings Capital Corp)

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