Admission of Successor or Additional General Partner Sample Clauses

Admission of Successor or Additional General Partner. A successor General Partner approved pursuant to Section 11.1 or Section 11.2 or the transferee of or successor to all or part of the General Partner Interest (represented by General Partner Units) pursuant to Section 4.6 who is proposed to be admitted as a successor General Partner shall be admitted to the Partnership as a General Partner, effective immediately prior to the withdrawal or removal of the predecessor or transferring General Partner, pursuant to Section 11.1 or 11.2 or the transfer of the General Partner Interest (represented by General Partner Units) pursuant to Section 4.6, provided, however, that no such Person shall be admitted to the Partnership as a successor or additional General Partner until compliance with the terms of Section 4.6 has occurred and such Person has executed and delivered such other documents or instruments as may be required to effect such admission, including a counterpart to this Agreement. Any such successor or additional General Partner is hereby authorized to, and shall, subject to the terms hereof, carry on the business of the members of the Partnership Group without dissolution.
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Admission of Successor or Additional General Partner. Each of the Limited Partners, by the execution of this Agreement, hereby consents to the admission as a General Partner of any person who becomes a General Partner by means of a transfer or assignment by the General Partner of all or a portion of its interest as General Partner made in compliance with the requirements of this Agreement, and the admission of such person shall, without any further consent or approval of the Limited Partners, be an act of all of the Limited Partners.
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Admission of Successor or Additional General Partner. At any time, an additional General Partner may be elected upon the consent of any existing General Partners and a Super-Majority Vote of the Limited Partners and by amending this Agreement and the Certificate of Limited Partnership to add such Person or Persons as a General Partner and to provide for the duties and rights of, and the management of the Partnership by, multiple General Partners. An additional or successor General Partner selected pursuant to the preceding sentence or Section 14.1 or the transferee of all or any portion of the Partnership Interest of a General Partner pursuant to Section 12.2 shall be admitted to the Partnership as a General Partner (in the place, in whole or in part, of the transferor or former General Partner, if applicable), effective as of the date that an amendment of the Certificate of Limited Partnership, adding the name of such additional or successor General Partner and other required information, is filed in accordance with the Delaware Act (which admission, in the event the successor General Partner is replacing a transferor or former General Partner, shall, and shall be deemed for all purposes to, occur immediately prior to the effective time and date of withdrawal of such transferor or former General Partner), and upon receipt by the transferor or former General Partner, if applicable, and the Partnership of all of the following:
Sample 1
Admission of Successor or Additional General Partner. A. With the Consent of a majority in interest of the Limited Partners, the General Partner may, in addition to substitutions permitted by Section 6.1B and subject to the provisions of Section 6.5, at any time, designate one or more Persons not then Affiliates of the General Partner to be successor or additional General Partners with such participation in the General Partner's Partnership Units as the General Partner and such successor or additional General Partners may agree upon. In addition, the General Partner may designate one or more of its Affiliates (including any limited partnership of which the General Partner or one of its Affiliates is a general partner) to be successor or additional General Partners with such participation in the General Partner's Partnership Units as the General Partner and such successor or additional General Partners may agree upon, and each Limited Partner hereby Consents to the admission of such Affiliates as additional or successor General Partners, and no further Consent or approval shall be required. In addition, the General Partner may assign or grant a security interest in its Partnership Units to any Senior Lender without any consent on the part of the Limited Partners. In the event that the General Partner grants a security interest in its Partnership Units to any Senior Lender, and in the event that such Senior Lender shall foreclose upon such Partnership Units, or sell such Partnership Units under power of sale (statutory or contractual) or in lieu of foreclosure (such security interest, foreclosure or sale, being a "transfer"), then no transfer of such Partnership Units to any successor shall require any Consent on the part of the Limited Partners and, further, such successor of the General Partner's Partnership Units may be designated as a successor General Partner and each Limited Partner hereby Consents to the admission of such successor as a successor General Partner, and no further Consent or approval shall be required. Each such designee so Consented to by the Limited Partners shall become a successor or additional General Partner upon complying with the provisions of Section 10.3.
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Related to Admission of Successor or Additional General Partner

  • Admission of Successor General Partner A successor General Partner approved pursuant to Section 11.1 or 11.2 or the transferee of or successor to all of the General Partner Interest pursuant to Section 4.6 who is proposed to be admitted as a successor General Partner shall be admitted to the Partnership as the General Partner, effective immediately prior to the withdrawal or removal of the predecessor or transferring General Partner, pursuant to Section 11.1 or 11.2 or the transfer of the General Partner Interest pursuant to Section 4.6, provided, however, that no such successor shall be admitted to the Partnership until compliance with the terms of Section 4.6 has occurred and such successor has executed and delivered such other documents or instruments as may be required to effect such admission. Any such successor shall, subject to the terms hereof, carry on the business of the members of the Partnership Group without dissolution.

  • Admission of a Substitute or Additional General Partner A Person shall be admitted as a substitute or additional General Partner of the Partnership only if the following terms and conditions are satisfied:

  • Admission of Substitute Limited Partner (a) Subject to the other provisions of this Article 9, an assignee of the Limited Partnership Interest of a Limited Partner (which shall be understood to include any purchaser, transferee, donee, or other recipient of any disposition of such Limited Partnership Interest) shall be deemed admitted as a Limited Partner of the Partnership only with the consent of the General Partner and upon the satisfactory completion of the following:

  • Admission of Additional Partners After the Private Placement of the Units of Limited Partnership Interest has been terminated by the General Partner, no additional General Partner will be admitted to the Partnership except as described in Paragraph 17(c). The General Partner may take such actions as may be necessary or appropriate at any time to offer new Units or partial Units of Limited Partnership Interest and to admit new or substituted Limited Partners to the Partnership. All subscribers who have been accepted by the General Partner shall be deemed admitted as Limited Partners at the time they are reflected as such in the books and records of the Partnership.

  • Admission of Substitute Member A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

  • Admission of Substitute Members As to Permitted Transfers, a transferee of Units shall be admitted as a substitute Member provided that such transferee has complied with the following provisions:

  • Admission of Assignees as Substitute Limited Partners An Assignee will become a substitute Limited Partner only if and when each of the following conditions is satisfied:

  • Admission of Additional Members One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

  • Admission of Substituted Limited Partner By transfer of a Limited Partner Interest in accordance with Article IV, the transferor shall be deemed to have given the transferee the right to seek admission as a Substituted Limited Partner subject to the conditions of, and in the manner permitted under, this Agreement. A transferor of a Certificate representing a Limited Partner Interest shall, however, only have the authority to convey to a purchaser or other transferee who does not execute and deliver a Transfer Application (a) the right to negotiate such Certificate to a purchaser or other transferee and (b) the right to transfer the right to request admission as a Substituted Limited Partner to such purchaser or other transferee in respect of the transferred Limited Partner Interests. Each transferee of a Limited Partner Interest (including any nominee holder or an agent acquiring such Limited Partner Interest for the account of another Person) who executes and delivers a Transfer Application shall, by virtue of such execution and delivery, be an Assignee and be deemed to have applied to become a Substituted Limited Partner with respect to the Limited Partner Interests so transferred to such Person. Such Assignee shall become a Substituted Limited Partner (x) at such time as the General Partner consents thereto, which consent may be given or withheld in the General Partner’s discretion, and (y) when any such admission is shown on the books and records of the Partnership. If such consent is withheld, such transferee shall be an Assignee. An Assignee shall have an interest in the Partnership equivalent to that of a Limited Partner with respect to allocations and distributions, including liquidating distributions, of the Partnership. With respect to voting rights attributable to Limited Partner Interests that are held by Assignees, the General Partner shall be deemed to be the Limited Partner with respect thereto and shall, in exercising the voting rights in respect of such Limited Partner Interests on any matter, vote such Limited Partner Interests at the written direction of the Assignee who is the Record Holder of such Limited Partner Interests. If no such written direction is received, such Limited Partner Interests will not be voted. An Assignee shall have no other rights of a Limited Partner.

  • Removal of General Partner (a) The Special Limited Partner or the Limited Partner, or both of them, may remove the General Partner for cause if such General Partner, its officers or directors, if applicable, has:

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