Restrictions on Authority of General Partner. Without the Consent of the Special Limited Partner the General Partner shall not:
Restrictions on Authority of General Partner. In addition to other acts expressly prohibited or restricted by this Agreement or by law, the General Partner shall have no authority to act on behalf of the Partnership with respect to, and are expressly prohibited from undertaking, the following:
Restrictions on Authority of General Partner. The General Partner shall not have the authority to, and covenants and agrees that it shall not, do any of the following acts without the unanimous written consent of the Partners:
Restrictions on Authority of General Partner. Notwithstanding any other provision of this Agreement to the contrary, the General Partner shall not have the power or authority to, and shall not sell, transfer or assign (other than collateral assignments and transfers) all or substantially all of the assets of the Partnership unless approved by a Required Interest.
Restrictions on Authority of General Partner. (a) Without the prior approval of each of the Danavox Designees, the ReSound Designees and those members of the Board of Directors of the General Partner designated by AL1 (the "AUDIOLOGIC DESIGNEES"), the General Partner shall not have the authority to, and the General Partner covenants and agrees that it shall not cause the Partnership to, take any of the following actions:
Restrictions on Authority of General Partner. (a) Anything in this Agreement to the contrary notwithstanding, the General Partner shall have no authority to cause the Partnership to terminate the Depositary Agreement unless such termination (i) is in connection with the Partnership entering into a similar agreement with another depositary selected by the General Partner, in its sole and absolute discretion, (ii) is as a result of the receipt of an opinion of counsel for the Partnership to the effect that such termination is necessary in order for the Partnership to avoid being treated as an association taxable as a corporation for federal income tax purposes or to avoid being in violation of any applicable federal or state securities laws, or (iii) is in connection with the dissolution of the Partnership pursuant to Article XIII.
Restrictions on Authority of General Partner. Without consent of the SLP Class A the General Partner shall not:
Restrictions on Authority of General Partner. (a) Except as provided in Sections 11.7(b) below, the following Partnership decisions shall require the written consent of the Partners in 12
Restrictions on Authority of General Partner. (a) If required by any National Securities Exchange on which the LP Units are listed, the General Partner shall establish and maintain an Audit Committee of its Board of Directors (the "Audit Committee") composed solely of independent directors (as determined in accordance with the then effective policies of the National Securities Exchange on which the Units are listed) who are not otherwise Affiliates of any General Partner. The Audit Committee shall be required to approve the appointment of the Auditing Firm, review the Partnership's annual financial statements and approve transactions between the Partnership and any of its Partners or Affiliates thereof.
Restrictions on Authority of General Partner. (a) Except as provided in Sections 11.7b/ below, the following Partnership decisions shall require the written consent of the Partners in the Partnership and the Convertible Note Holders, which consent shall not be unreasonably withheld. In the event any of the following actions are proposed, the General Partner shall provide written notice of the proposed action to all Partners, which notice period shall not be less than twenty (20) days, during which time the Partners and Convertible Note Holders shall be entitled to consult with the General Partner regarding the proposed action. (i) The dissolution and winding up of the Partnership; (ii) The sale, exchange or other transfer of all or substantially all the assets of the Partnership; (iii) A change in the nature of the business of the Partnership; (iv) The admission of a new or substitute General Partner, or the transfer of an interest of a General Partner; (v) The expenditure of funds for capital improvements in excess of 550,000; (vi) The event of any of the financing activities as described in the preceding Section 11.1 Ig); or (vii) The change of any or all of the provisions of the partnership agreement (b) Notwithstanding the provisions of Section 11.7(a), no consent or approval of the Partners shall be required prior to a transfer of the Project or other Partnership property for no consideration other than full or partial satisfaction of Partnership indebtedness such as by deed in lieu of foreclosure or similar procedure. (c) Notwithstanding the provisions of Section 11.7(a)(i), the dissolution and winding up or insolvency filing of the Partnership shall require the consent of the General Partner. coopergeorge2 12.
