Common use of Amendments and Actions without Consent of the General Partner Clause in Contracts

Amendments and Actions without Consent of the General Partner. At any meeting called pursuant to Paragraph 18(b), upon the approval by an affirmative vote (which may be in person or by proxy) of Limited Partners owning more than 50% of the outstanding Units of Limited Partnership Interest, the following actions may be taken: (1) this Agreement may be amended in accordance with and only to the extent permissible under the Partnership Act; (2) the Partnership may be dissolved; (3) the General Partner may be removed and a new general partner may be admitted immediately prior to the removal of the General Partner provided that the new general partner of the Partnership shall continue the business of the Partnership without dissolution; (4) if the General Partner elects to withdraw from the Partnership, a new general partner or general partners may be admitted immediately prior to the withdrawal of the General Partner provided that the new general partner of the Partnership shall continue the business of the Partnership without dissolution; (5) any contracts with the General Partner, any of its Affiliates or any commodity trading advisor to the Partnership may be terminated on sixty days’ notice without penalty; and (6) the sale of all of the assets of the Partnership may be approved; provided, however, that no such action may be taken unless the Partnership has been furnished with an opinion of counsel that the action to be taken will not adversely affect the liability of the Limited Partners and that the action is permitted by the Partnership Act.

Appears in 8 contracts

Samples: Limited Partnership Agreement (Fairfield Futures Fund Lp Ii), Limited Partnership Agreement (Bristol Energy Fund Lp), Limited Partnership Agreement (Smith Barney Bristol Energy Fund Lp)

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Amendments and Actions without Consent of the General Partner. At any meeting called pursuant to Paragraph 18(b17(b), upon the approval by an affirmative vote (which may be in person or by proxy) of Limited Partners owning more than 50% of the outstanding Units of Limited Partnership Interest, the following actions may be taken: (1i) this Agreement may be amended in accordance with and only to the extent permissible under the Partnership Act; (2ii) the Partnership may be dissolved; (3iii) the General Partner may be removed and a new general partner may be admitted immediately prior to the removal of the General Partner provided that the new general partner of the Partnership shall continue the business of the Partnership without dissolution; (4iv) if the General Partner elects to withdraw from the Partnership, a new general partner or general partners may be admitted immediately prior to the withdrawal of the General Partner provided that the new general partner of the Partnership shall continue the business of the Partnership without dissolution; (5v) any contracts with the General Partner, any of its Affiliates or any commodity trading advisor to the Partnership may be terminated on sixty days’ notice without penalty; and (6vi) the sale of all of the assets of the Partnership may be approved; provided, however, that no such action may be taken unless the Partnership has been furnished with an opinion of counsel that the action to be taken will not adversely affect the liability of the Limited Partners and that the action is permitted by the Partnership Act.

Appears in 4 contracts

Samples: Limited Partnership Agreement (Potomac Futures Fund Lp), Limited Partnership Agreement (Citigroup Emerging Cta Portfolio Lp), Limited Partnership Agreement (Orion Futures Fund Lp)

Amendments and Actions without Consent of the General Partner. At any meeting called pursuant to Paragraph 18(b), upon the approval by an affirmative vote (which may be in person or by proxy) of Limited Partners owning more than 50% of the outstanding Units of Limited Partnership Interest, the following actions may be taken: (1i) this Agreement may be amended in accordance with and only to the extent permissible under the Partnership Act; (2ii) the Partnership may be dissolved; (3iii) the General Partner may be removed and a new general partner may be admitted immediately prior to the removal of the General Partner provided that the new general partner of the Partnership shall continue the business of the Partnership without dissolution; (4iv) if the General Partner elects to withdraw from the Partnership, a new general partner or general partners may be admitted immediately prior to the withdrawal of the General Partner provided that the new general partner of the Partnership shall continue the business of the Partnership without dissolution; (5v) any contracts with the General Partner, any of its Affiliates or any commodity trading advisor to the Partnership may be terminated on sixty days' notice without penalty; and (6vi) the sale of all of the assets of the Partnership may be approved; provided, however, that no such action may be taken unless the Partnership has been furnished with an opinion of counsel that the action to be taken will not adversely affect the liability of the Limited Partners and that the action is permitted by the Partnership Act.

Appears in 4 contracts

Samples: Limited Partnership Agreement (Smith Barney Aaa Energy Fund Lp /Ny), Limited Partnership Agreement (Smith Barney Aaa Energy Fund Lp /Ny), Limited Partnership Agreement (Shlomon Smith Barney Aaa Energy Fund Ii Lp)

Amendments and Actions without Consent of the General Partner. At any meeting called pursuant to Paragraph 18(b17(b), upon the approval by an affirmative vote (which may be in person or by proxy) of Limited Partners owning more than 50% of the outstanding Units of Limited Partnership Interest, the following actions may be taken: (1i) this Agreement may be amended in accordance with and only to the extent permissible under the Partnership Act; (2ii) the Partnership may be dissolved; (3iii) the General Partner may be removed and a new general partner may be admitted immediately prior to the removal of the General Partner provided that the new general partner of the Partnership shall continue the business of the Partnership without dissolution; (4iv) if the General Partner elects to withdraw from the Partnership, a new general partner or general partners may be admitted immediately prior to the withdrawal of the General Partner provided that the new general partner of the Partnership shall continue the business of the Partnership without dissolution; (5v) any contracts with the General Partner, any of its Affiliates or any commodity trading advisor to the Partnership may be terminated on sixty days' notice without penalty; and (6vi) the sale of all of the assets of the Partnership may be approved; provided, however, that no such action may be taken unless the Partnership has been furnished with an opinion of counsel that the action to be taken will not adversely affect the liability of the Limited Partners and that the action is permitted by the Partnership Act.

Appears in 3 contracts

Samples: Limited Partnership Agreement (Salomon Smith Barney Fairfield Futures Fund L P), Smith Barney Potomac Futures Fund Lp, Salomon Smith Barney Orion Futures Fund Lp

Amendments and Actions without Consent of the General Partner. At any meeting called pursuant to Paragraph 18(b17(b), upon the approval by an affirmative vote (which may be in person or by proxy) of Limited Partners owning more than 50% of the outstanding Units of Limited Partnership Interest, the following actions may be taken: (1) this Agreement may be amended in accordance with and only to the extent permissible under the Partnership Act; (2) the Partnership may be dissolved; (3) the General Partner may be removed and a new general partner may be admitted immediately prior to the removal of the General Partner provided that the new general partner of the Partnership shall continue the business of the Partnership without dissolution; (4) if the General Partner elects to withdraw from the Partnership, a new general partner or general partners may be admitted immediately prior to the withdrawal of the General Partner provided that the new general partner of the Partnership shall continue the business of the Partnership without dissolution; (5) any contracts with the General Partner, any of its Affiliates or any commodity trading advisor to the Partnership may be terminated on sixty days’ notice without penalty; and (6) the sale of all of the assets of the Partnership may be approved; provided, however, that no such action may be taken unless the Partnership has been furnished with an opinion of counsel that the action to be taken will not adversely affect the liability of the Limited Partners and that the action is permitted by the Partnership Act.

Appears in 3 contracts

Samples: Limited Partnership Agreement (Bristol Energy Fund Lp), Limited Partnership Agreement (Abingdon Futures Fund LP), Limited Partnership Agreement (Abingdon Futures Fund LP)

Amendments and Actions without Consent of the General Partner. At any meeting called pursuant to Paragraph 18(b), upon the approval by an affirmative vote (which may be in person or by proxy) of Limited Partners owning more than 50% of the outstanding each Class of Units of Limited Partnership InterestInterest then outstanding, the following actions may be taken: (1) this Agreement may be amended in accordance with and only to the extent permissible under the Partnership Act; (2) the Partnership may be dissolved; (3) the General Partner may be removed and a new general partner may be admitted immediately prior to the removal of the General Partner provided that the new general partner of the Partnership shall continue the business of the Partnership without dissolution; (4) if the General Partner elects to withdraw from the Partnership, a new general partner or general partners may be admitted immediately prior to the withdrawal of the General Partner provided that the new general partner of the Partnership shall continue the business of the Partnership without dissolution; (5) any contracts with the General Partner, any of its Affiliates or any commodity trading advisor to the Partnership may be terminated on sixty days’ notice without penalty; and (6) the sale of all of the assets of the Partnership may be approved; provided, however, that no such action may be taken unless the Partnership has been furnished with an opinion of counsel that the action to be taken will not adversely affect the liability of the Limited Partners and that the action is permitted by the Partnership Act.

Appears in 2 contracts

Samples: Limited Partnership Agreement (Warrington Fund Lp), Limited Partnership Agreement (Warrington Fund Lp)

Amendments and Actions without Consent of the General Partner. At any meeting called pursuant to Paragraph 18(b17(b), upon the approval by an affirmative vote (which may be in person or by proxy) of Limited Partners owning more than 50% of the outstanding each Class of Units of Limited Partnership InterestInterest then outstanding, the following actions may be taken: (1a) this Agreement may be amended in accordance with and only to the extent permissible under the Partnership Act; (2b) the Partnership may be dissolved; (3c) the General Partner may be removed and a new general partner may be admitted immediately prior to the removal of the General Partner provided that the new general partner of the Partnership shall continue the business of the Partnership without dissolution; (4d) if the General Partner elects to withdraw from the Partnership, a new general partner or general partners may be admitted immediately prior to the withdrawal of the General Partner provided that the new general partner of the Partnership shall continue the business of the Partnership without dissolution; (5e) any contracts with the General Partner, any of its Affiliates or any commodity trading advisor to the Partnership may be terminated on sixty days’ notice without penalty; and (6f) the sale of all of the assets of the Partnership may be approved; provided, however, that no such action may be taken unless the Partnership has been furnished with an opinion of counsel that the action to be taken will not adversely affect the liability of the Limited Partners and that the action is permitted by the Partnership Act.

Appears in 2 contracts

Samples: Limited Partnership Agreement (Emerging Cta Portfolio Lp), Limited Partnership Agreement (Emerging Cta Portfolio Lp)

Amendments and Actions without Consent of the General Partner. At any meeting called pursuant to Paragraph 18(b), upon the approval by an affirmative vote (which may be in person or by proxy) of Limited Partners owning more than 50% of the outstanding Units of Limited Partnership Interest, the following actions may be taken: (1i) this Agreement may be amended in accordance with and only to the extent permissible under the Partnership Act; (2ii) the Partnership may be dissolved; (3iii) the General Partner may be removed and a new general partner may be admitted immediately prior to the removal of the General Partner provided that the new general partner of the Partnership shall continue the business of the Partnership without dissolution; (4iv) if the General Partner elects to withdraw from the Partnership, a new general partner or general partners may be admitted immediately prior to the withdrawal of the General Partner provided that the new general partner of the Partnership shall continue the business of the Partnership without dissolution; (5v) any contracts with the General Partner, any of its Affiliates or any commodity trading advisor to the Partnership may be terminated on sixty days’ notice without penalty; and (6vi) the sale of all of the assets of the Partnership may be approved; provided, however, that no such action may be taken unless the Partnership has been furnished with an opinion of counsel that the action to be taken will not adversely affect the liability of the Limited Partners and that the action is permitted by the Partnership Act.

Appears in 2 contracts

Samples: Limited Partnership Agreement (Aaa Capital Energy Fund L.P. Ii), Limited Partnership Agreement (Aaa Capital Energy Fund L.P.)

Amendments and Actions without Consent of the General Partner. At any meeting called pursuant to Paragraph 18(b17(b), upon the approval by an affirmative vote (which may be in person or by proxy) of Limited Partners owning more than 50% of the outstanding each Class of Units of Limited Partnership InterestInterest then outstanding, the following actions may be taken: (1) this Agreement may be amended in accordance with and only to the extent permissible under the Partnership Act; (2) the Partnership may be dissolved; (3) the General Partner may be removed and a new general partner may be admitted immediately prior to the removal of the General Partner provided that the new general partner of the Partnership shall continue the business of the Partnership without dissolution; (4) if the General Partner elects to withdraw from the Partnership, a new general partner or general partners may be admitted immediately prior to the withdrawal of the General Partner provided that the new general partner of the Partnership shall continue the business of the Partnership without dissolution; (5) any contracts with the General Partner, any of its Affiliates or any commodity trading advisor to the Partnership may be terminated on sixty days’ notice without penalty; and (6) the sale of all of the assets of the Partnership may be approved; provided, however, that no such action may be taken unless the Partnership has been furnished with an opinion of counsel that the action to be taken will not adversely affect the liability of the Limited Partners and that the action is permitted by the Partnership Act.

Appears in 2 contracts

Samples: Limited Partnership Agreement (Managed Futures Premier Abingdon L.P.), Limited Partnership Agreement (Abingdon Futures Fund LP)

Amendments and Actions without Consent of the General Partner. At any meeting called pursuant to Paragraph 18(b17(b), upon the approval by an affirmative vote (which may be in person or by proxy) of Limited Partners owning more than 50% of the outstanding each Class of Units of Limited Partnership Interestthen outstanding, the following actions may be taken: (1) this Agreement may be amended in accordance with and only to the extent permissible under the Partnership Act; (2) the Partnership may be dissolved; (3) the General Partner may be removed and a new general partner may be admitted immediately prior to the removal of the General Partner provided that the new general partner of the Partnership shall continue the business of the Partnership without dissolution; (4) if the General Partner elects to withdraw from the Partnership, a new general partner or general partners may be admitted immediately prior to the withdrawal of the General Partner provided that the new general partner of the Partnership shall continue the business of the Partnership without dissolution; (5) any contracts with the General Partner, any of its Affiliates affiliates or any commodity trading advisor to the Partnership may be terminated on sixty (60) days’ notice without penalty; and (6) the sale of all of the assets of the Partnership may be approved; provided, however, that no such action may be taken unless the Partnership has been furnished with an opinion of counsel that the action to be taken will not adversely affect the liability of the Limited Partners and that the action is permitted by the Partnership Act.

Appears in 2 contracts

Samples: Limited Partnership Agreement (Commodity Advisors Fund L.P.), Limited Partnership Agreement (Commodity Advisors Fund L.P.)

Amendments and Actions without Consent of the General Partner. At any meeting called pursuant to Paragraph 18(b17(b), upon the approval by an affirmative vote (which may be in person or by proxy) of Limited Partners owning more than 50% of the outstanding each Class of Units of Limited Partnership InterestInterest then outstanding, the following actions may be taken: (1i) this Agreement may be amended in accordance with and only to the extent permissible under the Partnership Act; (2ii) the Partnership may be dissolved; (3iii) the General Partner may be removed and a new general partner may be admitted immediately prior to the removal of the General Partner provided that the new general partner of the Partnership shall continue the business of the Partnership without dissolution; (4iv) if the General Partner elects to withdraw from the Partnership, a new general partner or general partners may be admitted immediately prior to the withdrawal of the General Partner provided that the new general partner of the Partnership shall continue the business of the Partnership without dissolution; (5v) any contracts with the General Partner, any of its Affiliates or any commodity trading advisor to the Partnership may be terminated on sixty days’ notice without penalty; and (6vi) the sale of all of the assets of the Partnership may be approved; provided, however, that no such action may be taken unless the Partnership has been furnished with an opinion of counsel that the action to be taken will not adversely affect the liability of the Limited Partners and that the action is permitted by the Partnership Act.

Appears in 2 contracts

Samples: Limited Partnership Agreement (Orion Futures Fund Lp), Limited Partnership Agreement (Orion Futures Fund Lp)

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Amendments and Actions without Consent of the General Partner. At any meeting called pursuant to Paragraph 18(b)Section 20.2, upon the approval by an affirmative vote (which may be in person or by proxy) of Limited Partners owning more than 50% of the outstanding Units of Limited Partnership Interest, the following actions may be taken: (1i) this Agreement may be amended in accordance with and only to the extent permissible under the Partnership Act; (2ii) the Partnership may be dissolved; (3iii) the General Partner may be removed and a new general partner General Partner may be admitted immediately prior to the removal of the General Partner provided that the new general partner General Partner of the Partnership shall continue the business of the Partnership without dissolution; (4iv) if the General Partner elects to withdraw from the Partnership, Partnership a new general partner General Partner or general partners General Partners may be admitted immediately prior to the withdrawal of the General Partner provided that the new general partner General Partner of the Partnership shall continue the business of the Partnership without dissolution; (5v) any contracts with the General Partner, any of its Affiliates affiliates or any commodity trading advisor to the Partnership may be terminated on sixty days’ notice without penalty; and (6vi) the sale of all of the assets of the Partnership may be approved; provided, however, that no such action may be taken unless the Partnership has been furnished with an opinion of counsel that the action to be taken will not adversely affect the liability of the Limited Partners and that the action is permitted by the Partnership Act.

Appears in 1 contract

Samples: Rogers International Raw Materials Fund Lp

Amendments and Actions without Consent of the General Partner. At any meeting called pursuant to Paragraph 18(b), upon the approval by an affirmative vote (which may be in person or by proxy) of Limited Partners owning more than 50% of the outstanding Units of Limited Partnership Interest, the following actions may be taken: (1i) this Agreement may be amended in accordance with and only to the extent permissible under the Partnership Act; (2ii) the Partnership may be dissolved; (3iii) the General Partner may be removed and a new general partner may be admitted immediately prior to the removal of the General Partner provided that the new general partner of the Partnership shall continue the business of the Partnership without dissolution; (4iv) if the General Partner elects to withdraw from the Partnership, a new general partner or general partners may be admitted immediately prior to the withdrawal of the General Partner provided that the new general partner of the Partnership shall continue the business of the Partnership without dissolution; (5v) any contracts with the General Partner, any of its Affiliates or any commodity trading advisor to the Partnership may be terminated on sixty days’ notice without penalty; and (6) the sale of all of the assets of the Partnership may be approved; provided, however, that no such action may be taken unless the Partnership has been furnished with an opinion of counsel that the action to be taken will not adversely affect the liability of the Limited Partners and that the action is permitted by the Partnership Act.and

Appears in 1 contract

Samples: Limited Partnership Agreement (Salomon Smith Barney Aaa Energy Fund Ii Lp)

Amendments and Actions without Consent of the General Partner. At any meeting called pursuant to Paragraph 18(b17(b), upon the approval by an affirmative vote (which may be in person or by proxy) of Limited Partners owning more than 50% of the outstanding Units of Limited Partnership Interest, the following actions may be taken: (1a) this Agreement may be amended in accordance with and only to the extent permissible under the Partnership Act; (2b) the Partnership may be dissolved; (3c) the General Partner may be removed and a new general partner may be admitted immediately prior to the removal of the General Partner provided that the new general partner of the Partnership shall continue the business of the Partnership without dissolution; (4d) if the General Partner elects to withdraw from the Partnership, a new general partner or general partners may be admitted immediately prior to the withdrawal of the General Partner provided that the new general partner of the Partnership shall continue the business of the Partnership without dissolution; (5e) any contracts with the General Partner, any of its Affiliates or any commodity trading advisor to the Partnership may be terminated on sixty days’ notice without penalty; and (6f) the sale of all of the assets of the Partnership may be approved; provided, however, that no such action may be taken unless the Partnership has been furnished with an opinion of counsel that the action to be taken will not adversely affect the liability of the Limited Partners and that the action is permitted by the Partnership Act.

Appears in 1 contract

Samples: Limited Partnership Agreement (Emerging Cta Portfolio Lp)

Amendments and Actions without Consent of the General Partner. At any meeting called pursuant to Paragraph 18(b), upon the approval by an affirmative vote (which may be in person or by proxy) of Limited Partners owning more than 50% of the outstanding Units of Limited Partnership Interest, the following actions may be taken: (1a) this Agreement may be amended in accordance with and only to the extent permissible under the Partnership Act; (2b) the Partnership may be dissolved; (3c) the General Partner may be removed and a new general partner may be admitted immediately prior to the removal of the General Partner provided that the new general partner of the Partnership shall continue the business of the Partnership without dissolution; (4d) if the General Partner elects to withdraw from the Partnership, a new general partner or general partners may be admitted immediately prior to the withdrawal of the General Partner provided that the new general partner of the Partnership shall continue the business of the Partnership without dissolution; (5e) any contracts with the General Partner, any of its Affiliates or any commodity trading advisor to the Partnership may be terminated on sixty days’ notice without penalty; and (6f) the sale of all of the assets of the Partnership may be approved; provided, however, that no such action may be taken unless the Partnership has been furnished with an opinion of counsel that the action to be taken will not adversely affect the liability of the Limited Partners and that the action is permitted by the Partnership Act.

Appears in 1 contract

Samples: Limited Partnership Agreement (Aaa Capital Energy Fund L.P. Ii)

Amendments and Actions without Consent of the General Partner. At any meeting called pursuant to Paragraph 18(b), upon the approval by an affirmative vote (which may be in person or by proxy) of Limited Partners owning more than 50% of the outstanding each Class of Units of Limited Partnership InterestInterest then outstanding, the following actions may be taken: (1) this Agreement may be amended in accordance with and only to the extent permissible under the Partnership Act; (2) the Partnership may be dissolved; (3) the General Partner may be removed and a new general partner may be admitted immediately prior to the removal of the General Partner Partner, provided that the new general partner of the Partnership shall continue the business of the Partnership without dissolution; (4) if the General Partner elects to withdraw from the Partnership, a new general partner or general partners may be admitted immediately prior to the withdrawal of the General Partner Partner, provided that the new general partner of the Partnership shall continue the business of the Partnership without dissolution; (5) any contracts with the General Partner, any of its Affiliates affiliates or any commodity trading advisor to the Partnership may be terminated on sixty days’ notice without penalty; and (6) the sale of all of the assets of the Partnership may be approved; provided, however, that no such action may be taken unless the Partnership has been furnished with an opinion of counsel that the action to be taken will not adversely affect the liability of the Limited Partners and that the action is permitted by the Partnership Act.

Appears in 1 contract

Samples: Limited Partnership Agreement (Managed Futures Premier Warrington L.P.)

Amendments and Actions without Consent of the General Partner. At any meeting called pursuant to Paragraph 18(b17(b), upon the approval by an affirmative vote (which may be in person or by proxy) of Limited Partners owning more than 50% of the outstanding Units of Limited Partnership Interest, the following actions may be taken: (1i) this Agreement may be amended in accordance with and only to the extent permissible under the Partnership Act; (2ii) the Partnership may be dissolved; (3iii) the General Partner may be removed and a new general partner may be admitted immediately prior to the removal of the General Partner provided that the new general partner of the Partnership shall continue the business of the Partnership without dissolution; (4iv) if the General Partner elects to withdraw from the Partnership, Partnership a new general partner or general partners may be admitted immediately prior to the withdrawal of the General Partner provided that the new general partner of the Partnership shall continue the business of the Partnership without dissolution; (5v) any contracts with the General Partner, any of its Affiliates affiliates or any commodity trading advisor to the Partnership may be terminated on sixty days’ notice without penalty; and (6vi) the sale of all of the assets of the Partnership may be approved; provided, however, that no such action may be taken unless the Partnership has been furnished with an opinion of counsel that the action to be taken will not adversely affect the liability of the Limited Partners and that the action is permitted by the Partnership Act.

Appears in 1 contract

Samples: Limited Partnership Agreement (Westport Futures Fund L.P.)

Amendments and Actions without Consent of the General Partner. At any meeting called pursuant to Paragraph 18(b), upon the approval by an affirmative vote (which may be in person or by proxy) of Limited Partners owning more than 50% of the outstanding Units of Limited Partnership Interest, the following actions may be taken: (1) this Agreement may be amended in accordance with and only to the extent permissible under the Partnership Act; (2) the Partnership may be dissolved; (3) the General Partner may be removed and a new general partner may be admitted immediately prior to the removal of the General Partner provided that the new general partner of the Partnership shall continue the business of the Partnership without dissolution; (4) if the General Partner elects to withdraw from the Partnership, a new general partner or general partners may be admitted immediately prior to the withdrawal of the General Partner provided that the new general partner of the Partnership shall continue the business of the Partnership without dissolution; (5) any contracts with the General Partner, any of its Affiliates or any commodity trading advisor to the Partnership may be terminated on sixty days' notice without penalty; and (6) the sale of all of the assets of the Partnership may be approved; provided, however, that no such action may be taken unless the Partnership has been furnished with an opinion of counsel that the action to be taken will not adversely affect the liability of the Limited Partners and that the action is permitted by the Partnership Act.

Appears in 1 contract

Samples: Limited Partnership Agreement (Citigroup Fairfield Futures Fund Lp Ii)

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