Withdrawals; Reconstitution Clause Samples
Withdrawals; Reconstitution. (i) A General Partner may have the power but not the right to withdraw at any time from the Partnership and cease to be a General Partner under the provisions of Section 17-602(a) of the Partnership Act by giving written notice to the other Partners. Any General Partner who withdraws or ceases to be a General Partner pursuant to Section 17-402(a) of the Partnership Act, before the expiration of the fixed term of this Partnership, violates this Agreement, and the Partnership may recover damages from the withdrawing General Partner, including the reasonable cost of obtaining replacement of the services the withdrawn Partner was obligated to perform, for breach of this Agreement. The Partnership may, in addition to pursuing any remedies otherwise available under applicable law, effect that recovery by (a) offsetting those damages against the amount otherwise distributable to the withdrawing General Partner, (b) reducing the Limited Partner’s interest into which the withdrawing General Partner’s interest may be converted under Section 17-602(b)(l) of the Partnership Act, or (c) both.
(ii) Subject to the liability created under Section 17-602(a) of the Partnership Act, a General Partner who ceases to be a General Partner under Section 17-402(a) of the Partnership Act shall, at the option of the Limited Partners:
(a) convert the interest in the withdrawing General Partner’s Capital Account, profits, losses, and distributions to that of a Limited Partner; or
(b) pay to the withdrawing General Partner in cash, other property of the Partnership of equivalent value, or secure by bond approved by a court of competent jurisdiction, the fair market value of that Partner’s Partnership Interest less the damages caused by the withdrawing General Partner’s breach of this Agreement.
Withdrawals; Reconstitution. Technical dissolutions may occur pursuant to Article XVI, Sections A.1. and A.5., of this Agreement, but if there is a remaining General Partner, the Partnership will be reconstituted and continued.
1. The General Partners each agree not to withdraw as a General Partner of the Partnership, pursuant to Section 6.02 of the Act, without the prior written consent of a majority in interest. For purposes of this subsection, "majority in interest" means at least fifty-one percent (51%) of the Sharing Ratios remaining after excluding the Sharing Ratio of the Partner seeking to withdraw. Any withdrawal shall be effective upon the later of (1) thirty (30) days after the necessary written consent is given by a majority in interest or (2) the date specified in the written consent. Upon the withdrawal, the Partnership Interest held by the General Partner seeking to withdraw and classified as a General Partner interest shall be converted to a Limited Partner interest and thereafter, such Partner shall be a Limited Partner for all purposes under this Agreement.
2. If a General Partner withdraws in violation of this section, the withdrawal will be treated as a breach of this Agreement and the Partnership may recover damages from the withdrawing Partner, including the reasonable cost of obtaining replacement of the services the withdrawing Partner was obligated to perform. The Partnership may, in addition to pursuing any remedies otherwise available under applicable law, recover from the withdrawing Partner by offsetting any damages against any amount otherwise distributable to the withdrawing Partner, reducing the Limited Partner interest into which the withdrawing General Partner's interest may be converted, or both.
3. If a General Partner withdraws in violation of this section, the Partnership Interest held by such Partner as a General Partner shall automatically be converted to that of a Limited Partner. If, for any reason, a withdrawal is of a sole General Partner, the Partnership Interest held by such Partner as a General Partner shall automatically be converted to that of a Limited Partner effective immediately after the succession of new General Partners. The resulting Limited Partner interest of the withdrawn General Partner may be reduced pro rata with all other Partners to provide compensation or an interest in the Partnership, or both, to a successor General Partner selected from outside the Partnership. The withdrawn General Partner shall thereafter have no v...
Withdrawals; Reconstitution. (a) The General Partner agrees not to withdraw as a General Partner of the Partnership pursuant to Section 6.02 of the Act without the prior written consent of all Partners. Any such withdrawal shall be effective upon the later of (i) thirty (30) days after the necessary written consent is given or (ii) the date specified in such written consent.
(b) An event of withdrawal of the General Partner under Section 10.1(a) shall not cause dissolution of the Partnership and the business of the Partnership may be continued if either there remains at least one General Partner and the remaining General Partner(s) continue the business or all remaining Partners agree in writing within 90 days after the event of withdrawal to continue the business of the Partnership and if there are no remaining General Partners, agree to appointment of one or more new General Partners, and, if there is no General Partner, elect a new General Partner from among the Limited Partners or Persons not already Limited Partners.