Withdrawal of the General Partner. (a) The General Partner may withdraw as the General Partner with the Consent of the Limited Partners at any time; provided that the General Partner may, without the Consent of any Partner, withdraw from the Partnership in connection with the Transfer to any Affiliate of PubCorp of all of its general partner interest in the Partnership pursuant to Section 8.04, and appoint such Affiliate as its successor, upon written notice to the Partnership, which withdrawal and replacement shall be effective upon the delivery of such notice. (b) No Partner, other than the General Partner, may at any time withdraw from the Partnership without the consent of the General Partner, which consent may be granted or withheld in the sole discretion of the General Partner. (c) The withdrawal of any Partner shall not dissolve the Partnership and the Partnership shall continue notwithstanding such withdrawal.
Appears in 6 contracts
Samples: Limited Partnership Agreement (TPG Inc.), Limited Partnership Agreement (TPG Inc.), Limited Partnership Agreement (TPG Partners, LLC)
Withdrawal of the General Partner. (a) The General Partner may withdraw as the General Partner with the Consent of the Limited Partners at any time; provided that the General Partner may, without the Consent of any Partner, withdraw from the Partnership in connection with the Transfer to any Affiliate of PubCorp of all of its general partner interest in the Partnership pursuant to Section 8.04, and appoint such Affiliate as its successor, upon written notice to the Partnership, which withdrawal and replacement shall be effective upon the delivery of such notice.
(b) No Partner, other than the General Partner, may at any time withdraw from the Partnership without the consent of the General Partner, which consent may be granted or withheld in the sole discretion of the General Partner, other than through a Permitted Transfer or through a Transfer expressly permitted by the Exchange Agreement.
(c) The withdrawal of any Partner shall not dissolve the Partnership and the Partnership shall continue notwithstanding such withdrawal.
Appears in 2 contracts
Samples: Limited Partnership Agreement (TPG Inc.), Limited Partnership Agreement (TPG Gp A, LLC)