dissolve the Partnership Sample Clauses

dissolve the Partnership. Limited Partners who do not vote with the majority in interest of the Limited Partners nonetheless will be bound by the majority vote. There are no regularly scheduled meetings of the Limited Partners. The General Partners shall have the right to increase the size of this Offering or conduct an additional Offering of securities without obtaining the consent of the Limited Partners. The General Partners or Limited Partners representing ten percent (10%) of the outstanding Limited Partnership Interest may call a meeting of the Partnership. The General Partners have the power, subject to the provisions of the Partnership Agreement, to change the Partnership's investment objectives. Restrictions on Transferability of Units. The Units will be transferable, but only with the consent of the General Partners, who may withhold their consent to any transfer that could cause or contribute to the characterization of the Partnership as a "publicly traded partnership" (in general, a partnership with frequent transfers of its Units), cause or contribute to the Partnership's violation of federal and state securities laws, otherwise adversely affect the Partnership's tax status, including cause a termination of the Partnership for federal or California tax purposes, or if the assignee and/or assignor fails to comply with certain procedural requirements of transfer, including the failure of the assignee to accept, adopt and approve in writing all the terms and conditions of the Partnership Agreement. It is not anticipated that a public market for the Units will develop.
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dissolve the Partnership. Except as specifically provided in this Agreement, including, without limitation, this Section 7.3, the Limited Partners shall have no right to vote on any matter concerning the business and affairs of the Partnership, including, without limitation, any decisions regarding the merger of the Partnership or the sale, exchange, lease, mortgage or pledge or other transfer of, or the granting of a security interest in, all or substantially all of the assets of the Partnership and the incurrence of indebtedness by the Partnership, whether or not in the ordinary course of the Partnership's business.
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dissolve the Partnership. (2) Agree to or consummate any merger, consolidation, reorganization or other business combination to which the Partnership is a party, in each case resulting in the disposition by the then Limited Partners and Assignees of all outstanding Common Units and interests of Assignees therein in consideration for (a) cash, (b) debt instruments or other evidences of indebtedness, (c) other securities issued by a corporation, partnership or other entity, other than (i) the General Partner, (ii) the Partnership or (iii) any entity at least 80% of the total assets of which (on the basis of market value) are comprised of assets which, immediately prior to such transaction, were assets of the Partnership, or (d) any combination of the consideration described in (a), (b) and/or (c) above.
Sample 1
dissolve the Partnership. Notwithstanding the foregoing, the Consent of the Limited Partners shall not be required for any action listed above in this Section 9.2(b) if, at the time that the General Partner desires to take such action, the Limited Partners (other than the Trust) own, in the aggregate, less than ten percent (10%) of the Partnership Interests. In addition to the foregoing, the Consent of the Limited Partners holding a majority of the Limited Partnership Interests is required for the General Partner to take the action specified in clause (iv) above.
Sample 1
dissolve the Partnership. If there is a change in governmental laws, rules, regulations and written interpretations which results or will result in the withdrawal of one or more Limited Partner from the Partnership, or if there is a withdrawal pursuant to Section 8.06 through Section 8.10, and if a Limited Partner which is a bank, bank holding company, savings and loan association, savings association holding company or an Affiliate obtains an opinion of counsel to the effect that as a result of any such withdrawal or withdrawals such Limited Partner is or would be in violation of the Banking Acts (an “Adversely Affected Banking Entity”), then, unless the Partnership within a reasonable period of time avoids such violation through action, including, but not limited to, amending the Agreement, having the interests of the withdrawing Limited Partner purchased, and/or disposing of Portfolio Securities (which action or actions must be approved by SBA to the extent required by the SBIC Act), notwithstanding any other provision of this Agreement, but subject to Sections 5.06, 5.07 and 5.08, such Adversely Affected Banking Entity may reduce its Commitment by the smallest amount that would permit that Limited Partner to be in compliance with the Banking Acts and/or withdraw from the Partnership the smallest portion of its Limited Partner interest that, after such withdrawal, would result in that Limited Partner being in compliance with the Banking Acts.
Sample 1
dissolve the Partnership. The limitations in Sections 8.3(b) and this Section 8.4 shall not be applicable to any General Partner or any Liquidator in winding up and liquidating the business of the Partnership under Article 16.
Sample 1
dissolve the Partnership. (2) Agree to or consummate any merger, consolidation, reorganization or other business combination to which the Partnership is a party.
Sample 1
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Related to dissolve the Partnership

  • By the Partnership In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Partnership will indemnify and hold harmless each Selling Holder participating therein, its directors, officers, employees and agents, and each Person, if any, who controls such Selling Holder within the meaning of the Securities Act and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), and its directors, officers, employees or agents, against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder, director, officer, employee, agent or controlling Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact (in the case of any prospectus or any Written Testing-the-Waters Communication, in the light of the circumstances under which such statement is made) contained in any Written Testing-the-Waters Communication, a Registration Statement, any preliminary prospectus or prospectus supplement, free writing prospectus or final prospectus or prospectus supplement contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus or any Written Testing-the-Waters Communication, in the light of the circumstances under which they were made) not misleading, and will reimburse each such Selling Holder, its directors, officers, employee and agents, and each such controlling Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss or actions or proceedings as such expenses are incurred; provided, however, that the Partnership will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Selling Holder, its directors, officers, employees and agents or such controlling Person in writing specifically for use in any Written Testing-the-Waters Communication, a Registration Statement, or prospectus or any amendment or supplement thereto, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder or any such directors, officers, employees agents or controlling Person, and shall survive the transfer of such securities by such Selling Holder.

  • Dissolution of the Partnership The Partnership shall be dissolved upon the occurrence of any of the following:

  • Formation of the Partnership The Partnership was formed as a limited partnership pursuant to the provisions of the Act and the Original Agreement and continued upon the terms and subject to the conditions set forth in this Agreement. Except as expressly provided herein to the contrary, the rights and obligations of the Partners and administration and termination of the Partnership shall be governed by the Act. The Partnership Interest of each Partner shall be personal property for all purposes.

  • Management of the Partnership (a) Except as otherwise expressly provided in this Agreement, the General Partner shall have full, complete and exclusive discretion to manage and control the business of the Partnership for the purposes herein stated, and shall make all decisions affecting the business and assets of the Partnership. Subject to the restrictions specifically contained in this Agreement, the powers of the General Partner shall include, without limitation, the authority to take the following actions on behalf of the Partnership:

  • Termination of the Partnership The Partnership shall terminate when all assets of the Partnership, after payment or due provision for all debts, liabilities and obligations of the Partnership, shall have been distributed to the Partners in the manner provided for in this Article VIII, and the Certificate shall have been canceled in the manner required by the Act.

  • Purpose of the Partnership The purpose of the Partnership is to acquire, construct, own and operate the Apartment Housing in order to provide, in part, Tax Credits to the Partners in accordance with the provisions of the Code and the Treasury Regulations applicable to LIHTC and to sell the Apartment Housing. The Partnership shall not engage in any business or activity which is not incident to the attainment of such purpose.

  • Dissolution of Partnership The Partnership shall be dissolved upon the expiration of its term or the earlier occurrence of any of the following events.

  • General Partner (a) The business, property and affairs of the Partnership shall be managed under the sole, absolute and exclusive direction of the General Partner, which may from time to time delegate authority to officers or to others to act on behalf of the Partnership.

  • BUSINESS OF THE PARTNERSHIP The purpose and nature of the business to be conducted by the Partnership is (i) to conduct any business that may be lawfully conducted by a limited partnership organized pursuant to the Act, provided, however, that such business shall be limited to and conducted in such a manner as to permit the General Partner at all times to qualify as a REIT, unless the General Partner otherwise ceases to qualify as a REIT, and in a manner such that the General Partner will not be subject to any taxes under Section 857 or 4981 of the Code, (ii) to enter into any partnership, joint venture, co-ownership or other similar arrangement to engage in any of the foregoing or the ownership of interests in any entity engaged in any of the foregoing and (iii) to do anything necessary or incidental to the foregoing. In connection with the foregoing, and without limiting the General Partner’s right in its sole and absolute discretion to qualify or cease qualifying as a REIT, the Partners acknowledge that the General Partner intends to qualify as a REIT for federal income tax purposes and upon such qualification the avoidance of income and excise taxes on the General Partner inures to the benefit of all the Partners and not solely to the General Partner. Notwithstanding the foregoing, the Limited Partners agree that the General Partner may terminate its status as a REIT under the Code at any time to the full extent permitted under the Charter. The General Partner on behalf of the Partnership shall also be empowered to do any and all acts and things necessary or prudent to ensure that the Partnership will not be classified as a “publicly traded partnership” for purposes of Section 7704 of the Code.

  • Capitalization of the Partnership Subject to Section 8.2, the Partnership is authorized to issue two classes of Partnership Interests. The Partnership Interests shall be designated as General Partner Interests and Limited Partner Interests, each having such rights, powers, preferences and designations as set forth in this Agreement.

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