Exhibit (a)(2)
AGREEMENT OF LIMITED PARTNERSHIP
OF
PW TECHNOLOGY PARTNERS, L.P.
This Agreement of Limited Partnership of PW Technology Partners, L.P.
(this "Agreement"), is entered into by and between PW Fund Advisor, L.L.C., as
general partner (the "General Partner"), and Xxxxxx X. Xxxxxx, Xx., as limited
partner (the "Initial Limited Partner").
The General Partner and the Initial Limited Partner hereby form a
limited partnership pursuant to and in accordance with the Delaware Revised
Uniform Limited Partnership Act (6 DEL.C. ss.17-101, et seq.), as amended from
time to time (the "Act"), and hereby agree as follows:
1. NAME. The name of the limited partnership formed hereby is PW
Technology Partners, L.P. (the "Partnership").
2. PURPOSE. The Partnership is formed for the object and purpose of,
and the nature of the business to be conducted and promoted by the Partnership
is, engaging in any lawful act or activity for which limited partnerships may be
formed under the Act and engaging in any and all activities necessary or
incidental to the foregoing.
3. REGISTERED OFFICE. The registered office of the Partnership in the
State of Delaware is c/o Corporation Service Company, 0000 Xxxxxx Xxxx,
Xxxxxxxxxx, Xxx Xxxxxx Xxxxxx, Xxxxxxxx 00000.
4. REGISTERED AGENT. The name and address of the registered agent of
the Partnership for service of process on the Partnership in the State of
Delaware is Corporation Service Company, 0000 Xxxxxx Xxxx, Xxxxxxxxxx, Xxx
Xxxxxx Xxxxxx, Xxxxxxxx 00000.
5. PARTNERS. The names and the business, residence or mailing
addresses of the General Partner and the Initial Limited Partner are as follows:
GENERAL PARTNER:
PW Fund Advisor, L.L.C.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
INITIAL LIMITED PARTNER:
Xxxxxx X. Xxxxxx, Xx.
c/o PaineWebber Incorporated
1285 Avenue of the Americas
Xxx Xxxx, Xxx Xxxx 00000
6. POWERS. The powers of the General Partner include all powers,
statutory and otherwise, possessed by general partners under the laws of the
State of Delaware.
7. DISSOLUTION. The Partnership shall dissolve, and its affairs shall
be wound up, at such time as (a) all of the partners of the Partnership approve
in writing, (b) an event of withdrawal of a general partner has occurred under
the Act, or (c) an entry of a decree of judicial dissolution has occurred under
ss.17-802 of the Act; PROVIDED, HOWEVER, the Partnership shall not be dissolved
or required to be wound up upon an event of withdrawal of a general partner
described in Section 7(b) if (i) at the time of such event of withdrawal, there
is at least one (1) other general partner of the Partnership who carries on the
business of the Partnership (any remaining general partner being hereby
authorized to carry on the business of the Partnership), or (ii) within ninety
days after the occurrence of such event of withdrawal, all remaining partners
agree in writing to continue the business of the Partnership and the
appointment, effective as of the date of the event of withdrawal, of one or more
additional general partners of the Partnership.
8. CAPITAL CONTRIBUTIONS. The partners of the Partnership have
contributed the following amounts, in cash, and no other property, to the
Partnership:
GENERAL PARTNER:
PW Fund Advisor, L.L.C. $99.00
INITIAL LIMITED PARTNER:
Xxxxxx X. Xxxxxx, Xx. $1.00
9. ADDITIONAL CONTRIBUTIONS. No partner of the Partnership is required
to make any additional capital contribution to the Partnership.
10. ALLOCATION OF PROFITS AND LOSSES. The Partnership's profits and
losses shall be allocated in proportion to the capital contributions of the
partners of the Partnership.
11. DISTRIBUTIONS. Distributions shall be made to the partners of the
Partnership at the times and in the aggregate amounts determined by the General
Partner. Such distributions shall be allocated among the partners of the
Partnership in the same proportion as their then capital account balances.
12. ASSIGNMENTS.
(a) The Initial Limited Partner may assign
all or any part of its partnership interest in the Partnership and may
withdraw from the Partnership only with the consent of the General Partner.
(b) The General Partner may assign all or
any part of its partnership interest in the Partnership and may withdraw from
the Partnership without the consent of the Initial Limited Partner.
13. WITHDRAWAL. Except to the extent set forth in Section 12, no right
is given to any partner of the Partnership to withdraw from the Partnership.
14. ADMISSION OF ADDITIONAL OR SUBSTITUTE PARTNERS.
(a) One or more additional or substitute
limited partners of the Partnership may be admitted to the Partnership with only
the consent of the General Partner.
(b) One or more additional or substitute
general partners of the Partnership may be admitted to the Partnership with only
the consent of the General Partner.
15. LIABILITY OF INITIAL LIMITED PARTNER. The Initial Limited Partner
shall not have any liability for the obligations or liabilities of the
Partnership except to the extent provided in the Act.
16. GOVERNING LAW. This Agreement shall be governed by, and construed
under, the laws of the State of Delaware, all rights and remedies being governed
by said laws.
IN WITNESS WHEREOF, the undersigned, intending to be legally bound
hereby, have duly executed this Agreement of Limited Partnership as of the 28th
day of December, 1998.
GENERAL PARTNER:
PW FUND ADVISOR, L.L.C.
By: /S/ XXXXXX XXXXXXX
----------------------
Name: Xxxxxx Xxxxxxx
Title: Authorized Representative
INITIAL LIMITED PARTNER:
/S/ XXXXXX X. XXXXXX, XX.
----------------------------
Name: Xxxxxx X. Xxxxxx, Xx.
