Withdrawal of General Partners Sample Clauses

Withdrawal of General Partners. 16.1.1 A General Partner shall be deemed to have withdrawn from the Partnership upon the occurrence of any one of the following events (each such event herein referred to as an “Event of Withdrawal”):
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Withdrawal of General Partners. (a) A General Partner shall not be entitled to withdraw from the Partnership, or to sell, transfer or assign its Interest as General Partner, unless a substitute General Partner has been admitted in accordance with the conditions of Section 6.02.
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Withdrawal of General Partners. 12.3.1 General Partners hereby undertake that, unless otherwise expressly agreed upon in this Agreement, General Partners will always perform the duties under this Agreement before they are dissolved or liquidated in accordance with the terms of this Agreement; neither will they take any action to initiatively dissolve or terminate the Partnership.
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Withdrawal of General Partners. (a) The Managing General Partner shall not withdraw from the Partnership unless (i) the Managing General Partner shall have transferred all of its Partnership Interest as a General Partner in accordance with Section 12.2; or (ii) such withdrawal shall have been approved by a Majority Vote of the Limited Partners; provided, however, that if QSV withdraws or is removed as the Managing General Partner, and in either case, elects to convert its Partnership Interest for the Acquisition Price, as provided for in Section 9.1, the REIT or an Affiliate of the REIT, as designated by the REIT shall automatically succeed QSV and shall be admitted to the Partnership pursuant to Section 13.3.
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Withdrawal of General Partners. The Managing General Partner may not transfer all of its GP Units or otherwise voluntarily Withdraw from the Partnership (other than by operation of law) unless (i) a new Managing General Partner has been selected in accordance with section 6.l(v) and (ii) that new Managing General Partner has agreed in writing to serve as such. No General Partner may withdraw from the Partnership other than (i) by transfer of its GP Units, in accordance with this Article, (ii) upon dissolution of the Partnership in accordance with Article VIII, or (iii) by operation of law. Each of the Limited Partners hereby specifically consents to Georgia Metronet, Inc., becoming the Managing General Partner of the Partnership upon its purchase of more than 50% of the Initial General Partner's GP Units pursuant to the terms of the Option Agreement.
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Withdrawal of General Partners. Each General Partner covenants and agrees that, without the consent of the other General Partners, it will not withdraw as a General Partner. The foregoing notwithstanding, a Person will cease to be a General Partner and will be deemed to have withdrawn as a General Partner upon the occurrence of an Event of Withdrawal. Upon the withdrawal by a General Partner upon the occurrence of an Event of Withdrawal or otherwise in violation of this Agreement, the Partnership shall terminate and dissolve unless the remaining General Partners agree to continue the Partnership. If the remaining General Partners so agree, the Partnership shall be continued, without dissolution, the withdrawing general partner shall not be entitled to receive any distribution from the Partnership except as otherwise provided in Article XI, the Partnership Interests of the withdrawing General Partner shall immediately be converted into that of a Limited Partner, and all rights, powers and privileges of the withdrawing General Partner under this Agreement shall be vested in the remaining General Partners. Prior to the effective date of such a withdrawal, if any, the remaining General Partners may select a successor General Partner to the withdrawing General Partner with such rights, powers and privileges as designated by the remaining General Partner. If a successor General Partner is selected, it shall be admitted immediately prior to the withdrawal of the withdrawing General Partner. Upon withdrawal of the last remaining General Partner, the Partnership shall be dissolved pursuant to Section 11.1.
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Withdrawal of General Partners 
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Related to Withdrawal of General Partners

  • Withdrawal of General Partner (a) The General Partner may not Withdraw (other than as a result of an Involuntary Withdrawal) without the Consent of the Special Limited Partner. Withdrawal shall be conditioned upon the agreement of the Special Limited Partner to be admitted as a successor General Partner, or if the Special Limited Partner declines to be admitted as a successor General Partner then on the agreement of one or more Persons who satisfy the requirements of Section 13.5 of this Agreement to be admitted as successor General Partner(s).

  • Withdrawal of Partners (a) Any Partner may Withdraw voluntarily from the Partnership subject to the prior written consent of the General Partner, including if such Withdrawal would (i) cause the Partnership to be in default under any of its contractual obligations or (ii) in the reasonable judgment of the General Partner, have a material adverse effect on the Partnership or its business. Without limiting the foregoing sentence, the General Partner generally intends to permit voluntary Withdrawals on the last day of any calendar month (or on such other date as shall be determined by the General Partner in its sole discretion), on not less than 15 days’ prior written notice by such Partner to the General Partner (or on such shorter notice period as may be mutually agreed upon between such Partner and the General Partner); provided, that a Partner may Withdraw from the Partnership with respect to such Partner’s GP-Related Partner Interest without Withdrawing from the Partnership with respect to such Partner’s Capital Commitment Partner Interest, and a Partner may Withdraw from the Partnership with respect to such Partner’s Capital Commitment Partner Interest without Withdrawing from the Partnership with respect to such Partner’s GP-Related Partner Interest.

  • Withdrawal of Limited Partners No Limited Partner shall have any right to withdraw from the Partnership; provided, however, that when a transferee of a Limited Partner’s Limited Partner Interest becomes a Record Holder of the Limited Partner Interest so transferred, such transferring Limited Partner shall cease to be a Limited Partner with respect to the Limited Partner Interest so transferred.

  • Withdrawal of Limited Partner No Limited Partner may withdraw from the Partnership other than as a result of a permitted transfer of all of such Limited Partner’s Partnership Units in accordance with this Article XI or pursuant to redemption of all of its Partnership Units under Section 8.6.

  • Removal of General Partner (a) The Special Limited Partner or the Limited Partner, or both of them, may remove the General Partner for cause if such General Partner, its officers or directors, if applicable, has:

  • Withdrawal of Members A member may withdraw from this LLC by giving written notice to all other members at least days before the date the withdrawal is to be effective.

  • Removal of a General Partner (a) Upon the occurrence of an Event of Bankruptcy as to, or the dissolution of, a General Partner, such General Partner shall be deemed to be removed automatically; provided, however, that if a General Partner is on the date of such occurrence a partnership, the withdrawal, death or dissolution of, Event of Bankruptcy as to, or removal of, a partner in, such partnership shall be deemed not to be a dissolution of the General Partner if the business of such General Partner is continued by the remaining partner or partners. The Limited Partners may not remove the General Partner, with or without cause.

  • Withdrawal of a Member For purposes of this Agreement, a “Withdrawn Member” is a member who is bankrupt, has resigned, or has retired (a “Withdrawal Event”). Upon a Withdrawal Event, the Withdrawn Member or any successor in interest to the Withdrawn Member shall become an Assignee of the Withdrawn Member’s Membership Interest in the Company.

  • Withdrawal of Member Notwithstanding anything to the contrary herein, the Member shall not withdraw as a member of the Company, and no event set forth in Section 5.4 shall cause or be deemed to cause the withdrawal of the Member from the Company. Any purported withdrawal by the Member shall be null and void.

  • Approval by Limited Partners (a) Except as provided in Section 14.3(d), the General Partner, upon its approval of the Merger Agreement or the Plan of Conversion, as the case may be, shall direct that the Merger Agreement or the Plan of Conversion and the merger, consolidation or conversion contemplated thereby, as applicable, be submitted to a vote of Limited Partners, whether at a special meeting or by written consent, in either case in accordance with the requirements of Article XIII. A copy or a summary of the Merger Agreement or the Plan of Conversion, as the case may be, shall be included in or enclosed with the notice of a special meeting or the written consent.

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