Limited Partners; Voting Rights and Meetings of Limited Partners Sample Clauses

Limited Partners; Voting Rights and Meetings of Limited Partners. 18 4.1 Voting Rights and Meetings of Limited Partners 18 4.2 Registered Limited Partners 19 4.3 Limitation of Liability 19 4.4 New Limited Partners 19 4.5 Withdrawal; Resignation 20 4.6 Death of a Limited Partner 20 4.7 Authority 20 4.8 Corporate Opportunities 20 4.9 Spouses of Limited Partners 20 ARTICLE V Interests; Partnership 21 5.1 Interests Generally 21 5.2 Authorization of Interests 21 5.3 Authorization and Issuance of Interests 22 5.4 Certificates; Legend 22 Page ARTICLE VI Capital Accounts 23 6.1 Capital Contributions 23 6.2 Capital Accounts 24 6.3 Negative Capital Accounts 24 6.4 No Withdrawal 24 6.5 Loans From Partners 24 6.6 Status of Capital Contributions 24 ARTICLE VII Distributions 25 7.1 Generally 25 7.2 Discretionary Distributions 25 7.3 Tax Advances 26 7.4 Tax Withholding; Withholding Advances. 27 ARTICLE VIII Allocations 28 8.1 Allocations of Net Income and Net Loss 28 8.2 Special Allocations 29 8.3 Change in Interest 30 8.4 Tax Allocations 30 ARTICLE IX Elections and Reports 31 9.1 Generally 31 9.2 Tax Status 31 9.3 Tax Elections 31 9.4 Tax Controversies 31 9.5 Waiver of Section 17-305 of the Delaware Act; Other Information Rights 31 9.6 Schedule K-1 32 ARTICLE X Dissolution and Liquidation 32 10.1 Dissolution 32 10.2 Liquidation 32 ARTICLE XI Transfer of Interests 34 11.1 Restrictions 34 11.2 Procedures for Transfer 35 11.3 Tag-Along Rights 36 11.4 Limitations 37 Page ARTICLE XII Certain Agreements 37 12.1 Approved Partnership Sale 37 12.2 Financial Statements; Confidentiality 39 ARTICLE XIII 40 13.1 Acknowledgements 40 ARTICLE XIV Miscellaneous Provisions 41 14.1 Notices 41 14.2 GOVERNING LAW 41 14.3 No Action for Partition 41 14.4 Headings and Sections 41 14.5 Amendments 42 14.6 Binding Effect 42 14.7 Counterparts; Facsimile 42 14.8 Severability 42 14.9 Remedies 43 14.10 Business Days 43 14.11 Waiver of Jury Trial 43 14.12 No Strict Construction 43 14.13 Entire Agreement and Incorporation by Reference 43 14.14 Conflict Between this Agreement, the Incentive Equity Plan and any Equity Grant Agreement 43 14.15 Parties in Interest 43 14.16 Qualified Initial Public Offering 43 14.17 Mergers and Consolidations 45 14.18 Conflicting Agreements 45 14.19 Venue and Submission to Jurisdiction 45 EXHIBITS: Exhibit A Form of Joinder to Amended and Restated Agreement of Limited Partnership Exhibit B Form of Spousal Agreement SCHEDULES: Schedule A Officers of the Partnership as of May 8, 2015 Schedule B Partners Schedule as of May 8, 2015 Schedule C...
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Related to Limited Partners; Voting Rights and Meetings of Limited Partners

  • Shareholders Voting Powers and Meetings 11 Section 1.

  • Voting Power and Meetings Except as provided in the next sentence, regular meetings of the Shareholders for the election of Trustees and the transaction of such other business as may properly come before the meeting shall be held, so long as Shares are listed for trading on the New York Stock Exchange, on at least an annual basis, on such day and at such place as shall be designated by the Trustees. In the event that such a meeting is not held in any annual period if so required, whether the omission be by oversight or otherwise, a subsequent special meeting may be called by the Trustees and held in lieu of such meeting with the same effect as if held within such annual period. Special meetings of the Shareholders or any or all classes or series of Shares may also be called by the Trustees from time to time for such other purposes as may be prescribed by law, by the Declaration of Trust or by these Bylaws, or for the purpose of taking action upon any other matter deemed by a majority of the Trustees and a majority of the Continuing Trustees to be necessary or desirable. A special meeting of Shareholders may be held at any such time, day and place as is designated by the Trustees. Written notice of any meeting of Shareholders, stating the date, time, place and purpose of the meeting, shall be given or caused to be given by a majority of the Trustees and a majority of the Continuing Trustees at least seven days before such meeting to each Shareholder entitled to vote thereat by leaving such notice with the Shareholder at his or her residence or usual place of business or by mailing such notice, postage prepaid, to the Shareholder’s address as it appears on the records of the Trust. Such notice may be given by the Secretary or an Assistant Secretary or by any other officer or agent designated for such purpose by the Trustees. Whenever notice of a meeting is required to be given to a Shareholder under the Declaration of Trust or these Bylaws, a written waiver thereof, executed before or after the meeting by such Shareholder or his or her attorney thereunto authorized and filed with the records of the meeting, shall be deemed equivalent to such notice. Notice of a meeting need not be given to any Shareholder who attends the meeting without protesting prior thereto or at its commencement the lack of notice to such Shareholder. No ballot shall be required for any election unless required by a Shareholder present or represented at the meeting and entitled to vote in such election. Notwithstanding anything to the contrary in this Section 10.2, no matter shall be properly before any annual or special meeting of Shareholders and no business shall be transacted thereat unless in accordance with Section 10.6 of these Bylaws.

  • Meetings of Partners (a) Actions requiring the vote of the Partners may be taken at any duly constituted meeting of the Partners at which a quorum is present or by means of a written consent. Meetings of the Partners may be called by the General Partner, by the affirmative vote of a majority of Directors then in office, or by Partners holding at least a majority of the total number of votes eligible to be cast by all Partners, and may be held at any time, date and place determined by the General Partner in the case of meetings called by the General Partner or the Partners and at any time, date and place determined by the Directors in the case of meetings called by the Directors. In each case, the General Partner will provide notice of the meeting, stating the date, time and place of the meeting and the record date for the meeting, to each Partner entitled to vote at the meeting within a reasonable time prior to the meeting. Failure to receive notice of a meeting on the part of any Partner will not affect the validity of any act or proceeding of the meeting, so long as a quorum is present at the meeting. Except as otherwise required by applicable law, only matters set out in the notice of a meeting may be voted on by the Partners at the meeting. The presence in person or by proxy of Partners holding a majority of the total number of votes eligible to be cast by all Partners as of the record date will constitute a quorum at any meeting of Partners. In the absence of a quorum, a meeting may be adjourned to the time or times as determined by the General Partner and communicated to the Directors in the manner described above in this Section 3.4(a). Except as otherwise required by any provision of this Agreement or of the 1940 Act, (1) those candidates receiving a plurality of the votes cast at any meeting of Partners called pursuant to Section 2.11(c) of this Agreement or elected pursuant to the requirement of Section 2.11(b) will be elected as Directors and (2) all other actions of the Partners taken at a meeting will require the affirmative vote of Partners holding a majority of the total number of votes eligible to be cast by those Partners who are present in person or by proxy at the meeting.

  • Limited Partners The Limited Partners shall not participate in the general conduct or control of the Partnership’s affairs and shall have no right or authority to act for or to bind the Partnership. The Limited Partners shall not be required to assume, endorse or guarantee any liabilities of the Partnership.

  • Meetings of the Partners (a) Meetings of the Partners may be called by the General Partner and shall be called upon the receipt by the General Partner of a written request by a Majority in Interest of the Outside Limited Partners. The call shall state the nature of the business to be transacted. Notice of any such meeting shall be given to all Partners not less than seven days nor more than 30 days prior to the date of such meeting. Partners may vote in person or by proxy at such meeting. Whenever the vote or Consent of Partners is permitted or required under this Agreement, such vote or Consent may be given at a meeting of Partners or may be given in accordance with the procedure prescribed in Section 14.03(b) hereof.

  • NOTICE OF GENERAL MEETINGS 20.1 At least five clear days’ notice shall be given of any general meeting. Every notice shall specify the place, the day and the hour of the meeting and the general nature of the business to be conducted at the general meeting and shall be given in the manner hereinafter mentioned or in such other manner if any as may be prescribed by the Company, provided that a general meeting of the Company shall, whether or not the notice specified in this Article has been given and whether or not the provisions of the Articles regarding general meetings have been complied with, be deemed to have been duly convened if it is so agreed:

  • Special Meetings Special meetings of the Trustees may be held at any time and at any place designated in the call of the meeting when called by the President or the Treasurer or by two or more Trustees, sufficient notice thereof being given to each Trustee by the Secretary or an Assistant Secretary or by the officer or the Trustees calling the meeting.

  • Shareholder Voting Powers and Meetings 17 Section 6.1 Voting....................................................... 17 Section 6.2 Meetings..................................................... 18 Section 6.3

  • Notice of Meetings of Members (a) Notice, stating the place, day and hour of any meeting of the Members, as determined by the Board, and the purpose or purposes for which the meeting is called, as determined by the Board, shall be delivered by the Company not less than 5 calendar days nor more than 60 calendar days before the date of the meeting, in a manner and otherwise in accordance with the terms herein to each Record Holder who is entitled to vote at such meeting. Such further notice shall be given as may be required by Delaware or applicable federal law or any exchange on which any Shares are then listed. Only such business shall be conducted at a meeting of Members as shall have been brought before the meeting pursuant to the Company’s notice of meeting. Any previously scheduled meeting of the Members may be postponed, and any meeting of the Members may be canceled, by resolution of the Board upon public notice given prior to the date previously scheduled for such meeting of the Members.

  • Member Meetings (a) There shall be no meetings of the Members unless called by the Board or as otherwise specifically required by the Delaware Act. No Members or group of Members, acting in its or their capacity as Members, shall have the right to call a meeting of the Members.

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