Election to Continue Partnership Sample Clauses

Election to Continue Partnership. Within ninety days following the occurrence of any event referred to in Section 12.1, all remaining Partners, if any, may agree in writing to continue the Partnership’s business.
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Election to Continue Partnership. (a) Notwithstanding Section 7.1(c), in the event of the withdrawal of the General Partner (as defined in, and whether or not in contravention of, Section 6.2), the Partnership shall not be dissolved and the business of the Partnership shall be continued if, within ninety (90) days after such withdrawal both Partners elect and agree in writing to continue the business of the Partnership and shall appoint, effective as of the withdrawal of the General Partner, a Person (who may be the Limited Partner) to be a general partner (the "New General Partner") of the Partnership upon such terms and conditions as are consented to by the Partners.
Sample 1
Election to Continue Partnership. Within 90 days following the occurrence of any event referred to in Section 13.1(c), all remaining Partners may agree in writing to continue the Partnership's business and to the appointment, effective as of the date of the event referred to in Section 13.1(c) (the "withdrawal date"), of one or more Successor General Partners. Unless a Successor General Partner is admitted to the Partnership within 90 days after the withdrawal date, the Partnership shall be liquidated pursuant to Section 13.3. If a Successor General Partner is admitted to the Partnership pursuant to this Section 13.2, then (a) the Partnership shall continue until dissolved according to this Article XIII, and (b) all necessary steps shall be taken to amend the Certificate of Limited Partnership, and the Successor General Partner may for this purpose exercise the powers of attorney granted the General Partner pursuant to Section 15.1.
Sample 1
Election to Continue Partnership. Upon the withdrawal, Bankruptcy, insolvency, dissolution or other legal incapacity of the General Partner, if there is no other General Partner remaining, the Limited Partner may, at any time within ninety (90) days of such event, elect to continue the Partnership and its business on the terms and conditions contained in this Agreement and select a new General Partner. If the Partnership is so continued, the new General Partner shall execute, acknowledge and file an amendment to this Agreement, the Certificate and any other appropriate documents. The new General Partner shall make such Capital Contributions to the Partnership as the new General Partner and the Limited Partner may agree.
Sample 1
Election to Continue Partnership. In the event of the happening of any of the events described in Section 13.1(e) above, the remaining Partners may elect, by majority vote within one hundred eighty (180) days of such event, to continue the Partnership. The election under 15 Pa. C.S. §8103 (majority vote to continue the Partnership) is hereby approved by all of the Partners; the General Partners shall take any affirmative action required to effectuate such election. Should the Partnership be continued pursuant to this Section 13.2, the interest of the General Partner described in Section 13.1(e) above shall immediately and automatically be converted to that of a Limited Partner with the same interest in the capital and the profits of the Partnership which such Partner had immediately prior to such conversion, and the Limited Partners shall select a successor general partner to be the General Partner of the Partnership.
Sample 1
Election to Continue Partnership. In the event of the happening of any of the events described in Section 13.1(e) above, the remaining Partners hereby unanimously elect to continue the Partnership; provided, however, to the extent such preemptive election is insufficient under applicable law to continue the Partnership, the Partners hereby agree that promptly upon the occurrence of an event described in Section 13.1(e) (but in any event within 30 days after such event) to hold a vote regarding the continuation of the Partnership, and each of the Partners hereby agrees to vote to continue the Partnership, such agreement to be evidenced in writing by each of the Partners. The election under 6 Del. C. § 17-801 is hereby approved by all of the Partners; the General Partners shall take any affirmative action required to effectuate such election. Upon the Partnership being continued pursuant to this Section 13.2, the interest of the General Partner described in Section 13.1(e) above shall immediately and automatically be converted to that of a Limited Partner with the same interest in the capital and the profits of the Partnership which such Partner had immediately prior to such conversion, and the Limited Partners shall promptly (but in any event within 30 days after the occurrence of an event described in Section 13.1(e)) select a successor general partner acceptable to both SunTrust and Ableco to be the General Partner of the Partnership.
Sample 1
Election to Continue Partnership. Upon the occurrence of an Event Of Withdrawal of a General Partner, as defined in Article 11.1.7 above, the Partnership may, at the election of 50% of the Sharing Ratios of all other Partners, be continued (without being wound up). In the event the General Partner that is the subject of the Event Of Withdrawal is the sole General Partner in the Partnership, and 50% of the Sharing Ratios of all other Partners agree to continue the Partnership, all of such Partners agree to continue the business of the Partnership and to appoint a replacement General Partner within ninety (90) days after the occurrence of the event of dissolution, which appointment shall be made by 50% of the Sharing Ratios of such other Partners. The appointment of any such replacement General Partner shall be effective of as the date of the occurrence of the applicable Event Of Withdrawal of such General Partner. The Partners' obligations under this Article 11.2 shall not be subject to a remedy of specific performance. In the event a new General Partner is substituted in place of a General Partner pursuant to the terms of this Article 11.2, a new General Partner shall be allocated interests in the Partnership in an amount equal to 1% of the interests of the Partnership out of the interests in the Partnership previously held by the former General Partner. The interest in the Partnership allocated to the new General Partner shall be held by such new General Partner on the same terms and conditions as previously held by the former General Partner.
Sample 1
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Related to Election to Continue Partnership

  • No Obligation to Continue Employment Neither the Company nor any Subsidiary is obligated by or as a result of the Plan or this Agreement to continue the Grantee in employment and neither the Plan nor this Agreement shall interfere in any way with the right of the Company or any Subsidiary to terminate the employment of the Grantee at any time.

  • No Obligation to Continue Service This Agreement is not an agreement of consultancy. This Agreement does not guarantee that the Company or its affiliates will retain, or continue to retain, the Participant during the entire, or any portion of the, term of this Agreement, including but not limited to any period during which the Restricted Units are outstanding, nor does it modify in any respect the Company or its affiliate’s right to terminate or modify the Participant’s consultancy or compensation.

  • No Right to Continue Service or Employment Nothing herein shall be construed to confer upon the Participant the right to continue in the employ or to provide services to the Company or any Subsidiary, whether as an Employee or as a Contractor or as an Outside Director, or interfere with or restrict in any way the right of the Company or any Subsidiary to discharge the Participant as an Employee, Contractor, or Outside Director at any time.

  • RIGHT TO CONTINUED EMPLOYMENT Nothing in the Plan or this Agreement shall confer on you any right to continue in the employ of the Company or any subsidiary or affiliate of the Company or any specific position or level of employment with the Company or any subsidiary or affiliate of the Company or affect in any way the right of the Employer to terminate your employment without prior notice at any time for any reason or no reason.

  • No Right to Continue Employment This Agreement shall not confer upon Holder any right with respect to continuance of employment with a Participating Company nor shall it interfere in any way with the right of a Participating Company to terminate the Holder’s employment at any time.

  • No Obligation to Continue Service Relationship Neither the Company nor any Subsidiary is obligated by or as a result of the Plan or this Award Agreement to continue the Grantee in employment or other service relationship and neither the Plan nor this Award Agreement shall interfere in any way with the right of the Company or any Subsidiary to terminate the employment or other service relationship of the Grantee at any time.

  • COMPENSATION TO CONSULTANT The Consultant's compensation for the Consulting Services shall be as set forth in Exhibit B attached hereto and incorporated herein by this reference.

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

  • FORM OF ELECTION TO PURCHASE (To be executed if the registered holder desires to exercise Rights represented by the Rights Certificate.) To: SCIENTIFIC-ATLANTA, INC. The undersigned hereby irrevocably elects to exercise Rights represented by this Rights Certificate to purchase the shares of Preferred Stock issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that certificates for such shares be issued in the name of and delivered to: ------------------------------------------------------------ (Please print name and address) ------------------------------------------------------------ Please insert social security or other identifying number: ------------------------------- If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: ------------------------------------------------------------ (Please print name and address) ----------------------------------------------------------- Please insert social security or other identifying number:-------------------------------- ------------------------------------------------------------ Dated: ------------------, 19-- ---------------------------------- Signature Signature Guaranteed:-------------------------- Certificate The undersigned hereby certifies by checking the appropriate boxes that:

  • Company’s Election to Pay Interest in Kind Subject to the terms and conditions herein, the decision whether to pay interest hereunder in cash, shares of Common Stock or a combination thereof shall be at the discretion of the Company. Prior to the commencement of any Interest Notice Period, the Company shall deliver to the Holder a written notice of its election to pay interest hereunder on the applicable Interest Payment Date either in cash, shares of Common Stock or a combination thereof and the Interest Share Amount as to the applicable Interest Payment Date, provided that the Company may indicate in such notice that the election contained in such notice shall apply to future Interest Payment Dates until revised by a subsequent notice. During any Interest Notice Period, the Company’s election (whether specific to an Interest Payment Date or continuous) shall be irrevocable as to such Interest Payment Date. Subject to the aforementioned conditions, failure to timely deliver such written notice to the Holder shall be deemed an election by the Company to pay the interest on such Interest Payment Date in cash. At any time the Company delivers a notice to the Holder of its election to pay the interest in shares of Common Stock, the Company shall timely file a prospectus supplement pursuant to Rule 424 disclosing such election. The aggregate number of shares of Common Stock otherwise issuable to the Holder on an Interest Payment Date shall be reduced by the number of Interest Conversion Shares previously issued to the Holder in connection with such Interest Payment Date.

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