Common use of General Partners Clause in Contracts

General Partners. The first general partners shall be appointed for a term equal to the duration of the Company. They are (i) the first Managing Partner appointed under the Memorandum and Articles of Association (ii) Rothschild & Co Commandité, a French simplified joint-stock company registered on the Paris Trade and Companies Register and having its registered office at ▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇. The general partners shall have unlimited joint and severally liability for the Company’s debts. However, they shall be held liable only if the creditors have already issued the Company with a formal demand by extrajudicial instrument to settle its debts. Losses shall be distributed between the first general partners in equal shares, that is to say, 50% for Rothschild & Co Commandité and 50% for Rothschild & Co Gestion. The appointment of one or more new general partners shall be decided by the Extraordinary General Meeting of Shareholders on a proposal from the existing general partners. In this case, the appointment decision shall determine the proportions of distribution of losses between the old and the new general partners under the same terms and conditions. The shares of the general partners may only be transferred with the general partners’ consent and the approval of the Company’s Extraordinary General Meeting of Shareholders. The transferee thus authorised shall take on the status of general partner of the Company and it shall acquire its predecessor’s rights and obligations. The shares of the general partners shall be indivisible vis-à-vis the Company and the joint undivided owners thereof must be represented by a common representative in order to exercise their rights.

Appears in 7 contracts

Sources: Memorandum and Articles of Association, Memorandum and Articles of Association, Memorandum and Articles of Association

General Partners. The first general partners shall be appointed for a term equal to the duration of the Company. They are (i) the first Managing Partner appointed under the Memorandum and Articles of Association Association (ii) Rothschild & Co Commandité, a French simplified joint-stock company registered on the Paris Trade and Companies Register and having its registered office at ▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇. The general partners shall have unlimited joint and severally liability for the Company’s debts. However, they shall be held liable only if the creditors have already issued the Company with a formal demand by extrajudicial instrument to settle its debts. Losses shall be distributed between the first general partners in equal shares, that is to say, 50% for Rothschild & Co Commandité and 50% for Rothschild & Co Gestion. The appointment of one or more new general partners shall be decided by the Extraordinary General Meeting of Shareholders shareholders on a proposal from the existing general partners. In this case, the appointment decision shall determine the proportions of distribution of losses between the old and the new general partners under the same terms and conditions. The shares of the general partners may only be transferred with the general partners’ consent and the approval of the Company’s Extraordinary General Meeting of Shareholdersshareholders. The transferee thus authorised shall take on the status of general partner of the Company and it shall acquire its predecessor’s rights and obligations. The shares of the general partners shall be indivisible vis-à-vis the Company and the joint undivided owners thereof must be represented by a common representative in order to exercise their rights.

Appears in 2 contracts

Sources: Memorandum and Articles of Association, Memorandum and Articles of Association