Removal of the General Partner. The General Partner may be removed if such removal is approved by the Unitholders holding at least 66 2/3% of the Outstanding Units (including Units held by the General Partner and its Affiliates) voting as a single class. Any such action by such holders for removal of the General Partner must also provide for the election of a successor General Partner by the Unitholders holding a majority of the outstanding Common Units voting as a class and Unitholders holding a majority of the outstanding Subordinated Units (if any Subordinated Units are then Outstanding) voting as a class (including, in each case, Units held by the General Partner and its Affiliates). Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Section 10.2. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section 10.2, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. The right of the holders of Outstanding Units to remove the General Partner shall not exist or be exercised unless the Partnership has received an opinion opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section 10.2.
Removal of the General Partner. The General Partner may be removed if such removal is approved by the Unitholders holding at least 662/3% of the Outstanding Units (including Units held by the General Partner and its Affiliates). Any such action by such holders for removal of the General Partner must also provide for the election of a successor General Partner by the Unitholders holding a majority of the outstanding Common Units voting as a class (including Units held by the General Partner and its Affiliates). Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Section 10.2. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section 10.2, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. The right of the holders of Outstanding Units to remove the General Partner shall not exist or be exercised unless the Partnership has received an opinion opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section 10.2.
Removal of the General Partner. The General Partner may be removed if such removal is approved by the Unitholders holding at least 66 2/3% of the Outstanding Units (including Units held by the General Partner and its Affiliates) voting as a single class. Any such action by such holders for removal of the General Partner must also provide for the election of a successor General Partner by the Unitholders holding a majority of the Outstanding Common Units, voting as a class (including, in each case, Units held by the General Partner and its Affiliates). Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Section 10.2. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section 10.2, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. The right of the holders of Outstanding Units to remove the General Partner shall not exist or be exercised unless the Partnership has received an opinion opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section 10.2.
Removal of the General Partner. The General Partner may be removed by the MLP. Upon the removal of the General Partner by the MLP, the MLP shall elect a successor general partner for the Partnership. The admission of any such successor General Partner to the Partnership shall be subject to the provisions of Section 10.3.
Removal of the General Partner. (i) UST (A) at any time; provided that the written consent (x) of a Majority in Interest of the Private Investors is obtained or (y) set forth on Schedule A under “Removal of the General Partner” is obtained (any vote pursuant to this clause (A), a “No Fault Vote”) or (B) following (I) the occurrence of an event of Cause, (II) the occurrence of a Key Person Event (provided that the written consent of 331/3% in Interest of the Private Investors is obtained; and provided, further, that the General Partner has been given a thirty (30) calendar day grace period to cure such Key Person Event and has not cured such Key Person Event) or (III) the removal of the General Partner or an Affiliate thereof as the general partner (or similar managing fiduciary) or manager, as applicable, of any Private Vehicle or Feeder Vehicle (a “Private Vehicle Removal,” and, any removal pursuant to the foregoing clause (A) or (B), a “Removal Election”) may require the removal, effective immediately upon notice to the General Partner of such removal, of the General Partner from the Partnership and the substitution of another Person as general partner of the Partnership in lieu thereof (which successor general partner shall be approved by UST and a Majority in Interest of the Private Investors); provided that any successor to the General Partner shall be substituted prior to, or at the same time as, the removal of the General Partner. The successor general partner of the Partnership shall be deemed admitted as the general partner of the Partnership upon its execution of a counterpart to this Agreement, effective immediately prior to the removal of the replaced General Partner or contemporaneously with the removal of the replaced General Partner and is authorized to continue the Partnership without dissolution.
(ii) Prior to the removal of the General Partner, UST shall, to the extent practicable, consult with the investor advisory committees and/or boards of directors, if any, of the Private Vehicles to nominate a substitute general partner for written approval by UST and a Majority in Interest of the Private Investors.
(iii) From and after (A) a No Fault Vote, (B) the occurrence of any event of Cause, (C) the occurrence of any Key Person Event or (D) a Private Vehicle Removal, until the earlier to occur of (x) receipt of the prior written consent of UST or (y) the replacement of the General Partner, (I) the Partnership shall not directly or indirectly make any new Investments (other ...
Removal of the General Partner. The General Partner may be removed only if such removal is approved by the Unitholders holding at least 66 2/3% of the Outstanding Units (excluding for this purpose any Units held by the General Partner and its Affiliates). Any such action by such holders for removal of the General Partner must also provide for the election of a successor General Partner by the Unitholders holding a majority of the Outstanding Units (excluding for this purpose any Units held by the General Partner and its Affiliates). Such removal shall be effective immediately following the admission of a successor General Partner.
Removal of the General Partner. The General Partner may be removed if such removal is approved by (i) the Unitholders holding at least 66 2/3% of the Outstanding Units (including Units held by the General Partner and its Affiliates) voting as a single class, and (ii) prior to August 9, 2018, so long as the holders of the Incentive Distribution Rights as of August 9, 2013, together with their Affiliates, continue to own a majority of the Incentive Distribution Rights, the holders of a majority of the Incentive Distribution Rights. Any such action by such holders for removal of the General Partner must also provide for the election of a successor General Partner by (i) the Unitholders holding a majority of the Outstanding Common Units (including, in each case, Units held by the General Partner and its Affiliates), and (ii) prior to August 9, 2018, so long as the holders of the Incentive Distribution Rights as of August 9, 2013, together with their Affiliates, continue to own a majority of the Incentive Distribution Rights, the holders of a majority of the Incentive Distribution Rights. Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Section 10.2. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section 10.2, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. The right of the holders of Outstanding Units to remove the General Partner shall not exist or be exercised unless the Partnership has received an opinion opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section 10.2.
Removal of the General Partner. The General Partner may not be removed as a general partner of the Partnership unless the NEE Partners General Partner is removed as a general partner of NEE Partners in accordance with the NEE Partners Partnership Agreement. If the NEE Partners General Partner is removed as a general partner of NEE Partners in accordance with the NEE Partners Partnership Agreement, the General Partner shall be removed as a general partner of the Partnership and the successor General Partner effective upon the election of a successor General Partner by holders of a Unit Majority and the admission of such successor General Partner pursuant to Section 10.2. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section 10.2, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section 10.2.
Removal of the General Partner. The General Partner may be removed if such removal is approved by Limited Partners holding at least two-thirds of the Outstanding Units. Any such action by such Limited Partners for removal of the General Partner must also provide for the election of a successor General Partner by Limited Partners holding at least a majority of the Outstanding Units. Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Article XII. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner of the other Group Members. If a person is elected as a successor General Partner in accordance with the terms of this Section 13.2, such person shall, upon admission pursuant to Article XII, automatically become the successor general partner of the other Group Members. The right of the Limited Partners holding Outstanding Units to remove the General Partner shall not exist or be exercised unless the Partnership has received an opinion opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this Section 13.2 shall be subject to the provisions of Section 12.3.
Removal of the General Partner. 11.4.1. The Holding Fund may terminate the appointment of the General Partner for Cause by notice in writing and by Consent elect a new General Partner in place of it. Such removal of the General Partner shall be without prejudice to the right of the General Partner to an amount equal to the General Partner's Share (or drawings on account thereof) pro rata to the date of termination but for the avoidance of doubt, no compensation) and upon such removal becoming effective no further allocation of profits under clause 7.3 shall be made to the Carried Interest Partner.
11.4.2. The Holding Fund may terminate the appointment of the General Partner without Cause by notice in writing and by Consent elect a new General Partner in place of it. Such removal of the General Partner shall be without prejudice to the right of the General Partner to an amount equal to the General Partner's Share (or drawings on account thereof) pro rata to the date of termination together with a payment equal to the amount of the General Partner's Share (or drawings on account thereof) pro rata to the date which is 6 months after the date on which such removal becomes effective but for the avoidance of doubt, no further or other compensation) and upon such removal becoming effective no further allocation of profits under clause 7.3 shall be made to the Carried Interest Partner save in accordance with clause 11.4.3.
11.4.3. If the original General Partner is removed under clause 11.4.2, then:
11.4.3.1. in respect of Net Income, Net Income Losses, Capital Gains and Capital Losses of the Partnership attributable to any Investment made while the original General Partner is the General Partner of the Partnership ("original General Partner Investment"), the Carried Interest Partner shall be entitled to retain [50] per cent of the allocations to which it would have been entitled pursuant to clause 7.3 had such original General Partner not been so removed. The remaining [50] per cent to which the Carried Interest Partner would have been entitled shall be allocated to any replacement General Partner or, if a replacement Carried Interest Partner has been admitted to the Partnership, to such replacement Carried Interest Partner; and
11.4.3.2. any remaining amounts of Net Income, Net Income Losses, Capital Gains and Capital Losses of the Partnership which are not attributable to original General Partner Investments shall be allocated to any replacement General Partner or, if a replacement Carried In...
