Merger of Partnership Sample Clauses

Merger of Partnership. The General Partner, without the consent of the Limited Partners, may (i) merge or consolidate the Partnership with or into any other domestic or foreign partnership, limited partnership, limited liability company or corporation or (ii) sell all or substantially all of the assets of the Partnership in a transaction pursuant to which the Limited Partners (other than the General Partner or any Subsidiary of the General Partner) receive consideration as set forth in Section 7.01(c)(ii) hereof or in a transaction that complies with the provisions of Sections 7.01(c)(iii) or 7.01(d) hereof and may amend this Agreement in connection with any such transaction consistent with the provisions of this Article XI; provided, however, that the consent of a Majority in Interest shall be required in the case of any other (a) merger or consolidation of the Partnership with or into any other domestic or foreign partnership, limited partnership, limited liability company or corporation or (b) sale of all or substantially all of the assets of the Partnership.
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Merger of Partnership. Notwithstanding any provision of this Agreement, the General Partner, without the consent of the Limited Partners or any other Person, may (i) merge or consolidate the Partnership with or into any other domestic or foreign partnership, limited partnership, limited liability company, corporation or other Person or (ii) sell all or substantially all of the assets of the Partnership in a transaction pursuant to Section 7.02(a) or (b) hereof and may amend this Agreement in any manner or adopt a new limited partnership agreement for the Partnership in connection with any such transaction consistent with the provisions of this Article XI.
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Merger of Partnership. The General Partner, without the consent of the Limited Partners, may (i) merge or consolidate the Partnership with or into any other domestic or foreign partnership, limited partnership, limited liability company or corporation or (ii) sell all or substantially all of the assets of the Partnership in a transaction pursuant to Sections 7.01(c) or (d) hereof and may amend this Agreement in connection with any such transaction consistent with the provisions of this Article XI; provided, however, that the consent of a Majority in Interest (other than the General Partner or any Subsidiary of the General Partner) shall be required in the case of (a) the merger or consolidation of the Partnership with or into any other domestic or foreign partnership, limited partnership, limited liability company or corporation or (b) sale of all or substantially all of the assets of the Partnership in a transaction that is not pursuant to Sections 7.01(c) or (d) hereof.
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Merger of Partnership. The Board, without the consent of the Members, may (i) merge or consolidate the Company with or into any other domestic or foreign partnership, limited partnership, limited liability company or corporation or (ii) sell all or substantially all of the assets of the Company in a transaction pursuant to which the Members (other than holders of Preferred Units, EFC or any Subsidiary of EFC or EMGH and/or Affiliates of EMGH) receive the consideration set forth in Section 10.3(b)(ii) hereof or in a transaction that complies with Section 10.3(b)(iii) or Section 10.3(c) hereof and may amend this Agreement in connection with any such transaction consistent with the provisions of this Article XIII; provided, that the consent of a Majority in Interest shall be required in the case of any other (a) merger or consolidation of the Company with or into any other domestic or foreign partnership, limited partnership, limited liability company or corporation or (b) sale of all or substantially all of the assets of the Company.
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Merger of Partnership. Pursuant to the Act, and with the prior written consent the General Partner the Partnership may adopt a plan of merger and may merge with one or more domestic or foreign limited partnerships, corporations, general partnerships, limited liability companies, associations or other legal entity organized pursuant to the laws of the state of Texas or any other state to the extent of such laws or the constituent documents of such entity would permit such entity to enter into a merger with the Partnership. The approval of the Class A Limited Partners shall be required to approve such merger unless all of the holders of Units will receive the same form and amount of consideration per Unit, or if any holders are given an option as to the form and amount of consideration to be received, all holders are given the same option.
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Merger of Partnership. The last sentence of Article 14 Merger of Partnership is deleted and the following shall be added in its place: "The Approval of the Class A Limited Partners and the Approval of the Class C Limited Partners shall be required to approve such merger, unless all of the holders of Units will be given the same or substantially the same rights as they have pursuant to this Second Amendment (including, without limitation, preferences, rights of first refusal, options, conversion rights, preemptive rights, voting rights, or registration rights). Provided, however, no Approval of the Class A Limited Partners nor Class C Limited Partners shall be required for a transaction to convert the Partnership to a corporation (whether by virtue of merger, conversion or other transaction) which is consummated solely for the purpose of changing the form of entity used to conduct business of the Partnership, so long as the Limited Partners have the same or substantially the same rights, obligations and interests in the new entity as they enjoyed as Partners of the Partnership, including, without limitation, preferences, rights of first refusal, options, conversion rights, preemptive rights, voting rights and registration rights, but excluding any rights to limit the General Partner as provided in Section 3.2 of the Partnership Agreement. In the event any transaction pursuant to this Article 14 results in the termination of the Partnership, each Partner will receive, incident to such merger or other transaction, shares of stock in the successor entity, in proportion to each Partner's then current respective positive Capital Account balance, as adjusted by treating the Partnership as having liquidated and gains and losses allocated in accordance with Section 11.4 hereof." SECOND AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF RACKSPACE, LTD. 14
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Merger of Partnership. The General Partner, without the consent of the Limited Partners, may (i) merge or consolidate the Partnership with or into any other domestic or foreign partnership, limited partnership, limited liability company or corporation or (ii) sell all or substantially all of the assets of the Partnership in a transaction pursuant to Section 7.01(c) or (d) hereof and may amend this Agreement in connection with any such transaction consistent with the provisions of this Article XI; provided, however, that the consent of a Majority in Interest shall be required in the case of (a) the merger or consolidation of the Partnership with or into any other domestic or foreign partnership, limited partnership, limited liability company or corporation or (b) sale of all or substantially all of the assets of the Partnership in a transaction that is not pursuant to Section 7.01(c) or (d), hereof. - 50 -
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Merger of Partnership. 69 ARTICLE XII CLASS B UNITS ..................................................................................................69 12.01
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Related to Merger of Partnership

  • Formation of Partnership The Managing GP, the Liquidation GP and the Limited Partner agreed to and formed a limited partnership pursuant to the laws of the Province of Ontario on October 5, 2007. The parties hereto have agreed to confirm their agreements relating to the Partnership on the terms and conditions set out in this Agreement. The Partnership will be effective as a limited partnership from October 5, 2007, the date on which the Declaration was filed in accordance with the LP Act, and the Partnership will file any documents necessary as a result of the amendments reflected in this Agreement.

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

  • Transfer of Partnership Interests The foregoing power of attorney shall survive the delivery of an instrument of transfer by any Partner of the whole or any portion of or interest in its Partnership Interest, except that (i) where a Partner becomes a Former Partner, or (ii) where a Transferee of such Partnership Interest has been approved as a successor Partner and the Transferor shall thereupon cease being a Partner (all in accordance with this Agreement), then the power of attorney of the Former Partner or the Transferor Partner, as the case may be, shall survive the cessation of Partner status or the delivery of such instrument of transfer, as the case may be, for the sole purpose of enabling the attorneys-in-fact for such Former Partner or the Transferor Partner (or any of them) to execute, swear to, acknowledge and file any and all instruments necessary to effectuate or reflect such cessation, transfer and succession.

  • Purpose of Partnership The exclusive purpose of the Partnership shall be (i) to own and operate those certain restaurants known as Outback Steakhouse® at those addresses listed on Exhibit A, and such additional restaurants, if any, as may be approved by the Company in its sole discretion and as may hereafter be established by the Partnership (individually, the “Restaurant,” or collectively, the “Restaurants”), utilizing the System and the Proprietary Marks owned by or licensed to the Company and (ii) to engage in any other lawful act, business or activity for which limited partnerships may be formed under the Act and engage in any and all activities necessary, advisable, convenient or incidental thereto. The Limited Partners acknowledge and agree that as between the parties hereto, the Company is the sole and exclusive owner of the System and the Proprietary Marks and neither the Limited Partners nor the Partnership have any right, title, or interest in or to the System or the Proprietary Marks, except as specifically provided in Section 4.5 hereof. Nothing contained herein shall be construed as granting the Partnership or any Partner any exclusive or protected trading area. Nothing contained herein shall be construed as obligating the Company to open additional restaurants on behalf of the Partnership or to authorize the Partnership to open additional Restaurants. Nothing contained herein shall be construed as limiting the Company’s, or its Affiliates’, right to open, or license others to open, Outback Steakhouse® restaurants at any location, and neither the Partnership nor any Limited Partner shall have any interest in such restaurants.

  • 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.

  • 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.

  • Name of Partnership The name of the Partnership shall be Xxxxxxx Investment Partnership, L.P. or such other name as the General Partner may from time to time designate.

  • Negation of Partnership Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of the provisions of this Lease.

  • Management of Partnership (Check One) ☐ - Partnership: The business and affairs of the Company shall be conducted and managed by the Partners in accordance with this Agreement and the laws of the State of Nebraska. Except as expressly provided elsewhere in this Agreement, all decisions respecting the management, operation and control of the business and affairs of the Partnership and all determinations made in accordance with this Agreement shall be made by the affirmative vote or consent of Partners holding a majority of the percentage interest of the Partnership. Notwithstanding any other provision of this Agreement, the Partners shall not, without the prior written consent of the unanimous vote or consent of the Partners, sell, exchange, lease, assign or otherwise transfer all or substantially all of the assets of the Partnership; sell, exchange, lease (other than space leases in the ordinary course of business), assign or transfer the Partnership’s assets; mortgage, pledge or encumber the Partnership’s assets other than is expressly authorized by this Agreement; prepay, refinance, modify, extend or consolidate any existing mortgages or encumbrances; borrow money on behalf of the Partnership in the excess of $ .00; lend any Partnership funds or other assets to any person in an amount or with a value in excess of $ .00; establish any reserves for working capital repairs, replacements, improvements or any other purpose, in excess of an aggregate of$ .00; confess a judgment against the partnership; settle, compromise or release, discharge or pay any claim, demand or debt in excess of $ .00, including claims for insurance; approve a merger or consolidation of the Partnership with or into any other limited liability company, corporation, partnership or other entity; or change the nature or character of the business of the Partnership. ☐ - Limited Partnership: Except as otherwise set forth herein, the General Partner shall have control of the Partnership and exercise ordinary business judgment in managing the Partnership. The General Partner shall have the power and authority including, but not limited to the following:

  • Formation of Limited Partnership (a) The Partnership is formed as a limited partnership pursuant to the Certificate and this Agreement. The Partners agree that their rights, duties and liabilities will be as provided in the Delaware Act, except as otherwise provided in this Agreement. The General Partner will cause the Certificate to be executed and filed in accordance with the Delaware Act and will cause to be executed and filed with applicable governmental authorities any other instruments, documents and certificates that the General Partner concludes may from time to time be required by the laws of the United States of America, the State of Delaware or any other jurisdiction in which the General Partner determines that the Partnership should do business, or any political subdivision or agency of any such jurisdiction, or that the General Partner determines is necessary or appropriate to effectuate, implement and continue the valid existence and business of the Partnership.

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