Partners' Meeting Clause Samples

Partners' Meeting. 7.1 In addition to the matters otherwise incumbent on the partners’ meeting according to this Limited Partnership Agreement or on the basis of mandatory law, the partners’ meeting shall pass resolutions concerning the following matters: 7.1.1 adoption of the audited and certified annual financial statements and appropriation of the profit/loss for the year, 7.1.2 granting discharge to the General Partner, 7.1.3 election of the auditor, 7.1.4 amendment of the Limited Partnership Agreement, 7.1.5 increase of the liability capital contributions (limited partners’ contributions I), 7.1.6 sale and transfer of, or grant of a subinterest in, partnership interests, agreements with respect to trusteeship or similar structures regarding partnership interests and admission of new partners, to the extent not excluded by Article 10, 7.1.7 compulsory assignment and expulsion of Partners pursuant to Article 12, 7.1.8 matters concerning the partners’ committee as specified in more detail in para. 8.1 and para. 8.2, 7.1.9 dissolution of the Partnership including appointment and removal of liquidators, 7.1.10 increase of the limited partners’ contribution II, 7.1.11 decisions which have a material detrimental impact on the production, research and development at Fab 36, 7.1.12 decisions concerning Fab 36 which are materially detrimental to the location Dresden of Fab 36, and 7.1.13 all measures which may considerably adversely affect the state of affairs, the financial and earning position of the Partnership. 7.2 An ordinary partners’ meeting shall be held in every business year not later than two (2) months after audit of the annual financial statements for the preceding business year. The agenda of such partners’ meeting shall include at least the items referred to in paragraphs 7.1.1, 7.1.2 and 7.

Partners' Meeting. The Partners’ meeting will be responsible for approving matters in relation to, among other things, change of business scope, principal place of business, the name of the fund, registered address, the organisation structure and matters related to profit distribution, change or extend the term of the Partnership, disposal of immovable asset, intellectual property and other property rights, provision of guarantee and compensation to third party in the name of the Partnership, determining the investment scope and strategy, appointment of management staff other than the Partners, approving the transfer of interest held by the general partner, removal of the executive partner under specific circumstances, and dissolution and winding-up of the Partnership. The above matters shall be resolved upon the consent of all Partners, except for removal of executive partner under specific circumstances can be resolved upon consent of Partners with paid-up capital contribution of not less than two-third of the total paid-up capital of the Partnership. The executive partner shall, within 30 working days upon the Partnership receives any cash income from any investment, distribute all the investment income and other income of the Partnership, after deducting the tax payable by the Partnership, in the following order and manner:

Partners' Meeting. Upon the proposal of the general partner or upon the proposal of the limited partners who together hold more than 20% of the total capital commitments of the Partnership Fund, a meeting of the Partners shall be convened. Unless otherwise agreed, the meeting shall be called and presided by the general partner and shall be validly held in the presence of the limited partners who together hold more than 75% of the total capital commitments of the Partnership Fund. The Partners’ meeting will be responsible for approving matters in relation to, among other things, merger, change of the organisation structure, withdrawal from or transfer of interest in the Partnership Fund by the general partner, approval of the pledge of partnership interest held by the general partner, approval of the engagement of a third-party appraiser for non-cash asset distributions, the term of the Partnership Fund, review related transaction matters and other matters as required by the Partnership Agreement or applicable laws and regulations.

Partners' Meeting. 2.4.1 Each Interest will entitle its holder to one vote at all general meetings of Partners of the Partnership and at all meetings of the Class of Interest concerned.. 2.4.2 The following matters shall be taken by way of resolution to be adopted in writing or in a Partners' meeting by Limited Partners representing 75% of limited partnership Interests and the General Partner: i. termination of the Partnership in accordance with Clause 5.1; ii. any amendments to this Agreement subject to and in accordance with Clause 8.1; iii. any amendments made to the purpose of the Partnership; iv. any decision to change the nationality of the Partnership; v. any decision to transform the Partnership; vi. any decision to liquidate the Partnership; and 2.4.3 Unless otherwise stipulated by applicable Luxembourg law and regulations or this Agreement, the decisions of the Partners will be reached by an Ordinary Resolution as set out in this Clause 2.4.3 except for matters set out in Clause 2.4.2. 2.4.4 The General Partner shall, at its discretion, call a Partners' meeting at such time and place as determined by the General Partner in the convening notice. A Partners' meeting shall be called by the General Partner whenever required by this Agreement by giving at least a ten (10) Business D8 days' prior notice in writing, which notice shall include the time and place of such meeting and state the agenda for such meeting. 2.4.5 Partners may participate in a meeting in person, by proxy or by means of telephone conference, videoconference or similar communications equipment by means of which all Persons participating in the meeting can hear each other. Any Partner not in attendance at a meeting of the Partners shall be entitled to receive, upon request to the General Partner, a copy of any printed materials distributed to Partners in attendance at such meeting. 2.4.6 Collective decisions, either requiring an Ordinary Resolution or a Special Resolution, may be validly taken by means of written resolutions or decisions by telecopy. In such case, each Partner shall receive the text of the resolution or decisions to be taken expressly worded and shall cast its vote in writing within a certain time period as determined by the General Partner that shall be not less than five (5) Business Days. If Partners do not respond within such period their votes shall be deemed not to be cast. In situations of urgency, the exercise period may be adequately shortened by the General Partner. Any vote...

Partners' Meeting. The decisions in relation to the change of the terms of the Limited Partnership Agreement, increase or reduction of the amount of subscribed capital contribution, extension of the terms of the Partnership, introduction of new partners to the Partnership according to the terms of the Limited Partnership Agreement, and termination and dissolution of the Partnership shall be approved by unanimous consent of all the Partners at the Partners’ meeting. Save for the aforesaid matters, matters such as change of the members of the investment committee, entrusted institutions and auditors and other matters required to be approved at the Partners’ meeting pursuant to applicable laws and regulations and the terms of the Limited Partnership Agreement shall be resolved upon the consent of Partners whose paid-up capital contributions represent more than two-thirds of the total paid-up capital contributions of the Partnership.

Partners' Meeting. 2.4.1 Each Interest will entitle its holder to one vote at all general meetings of Partners of the Partnership and at all meetings of the Class of Interest concerned. 2.4.2 The following matters shall be taken by way of resolution to be adopted in writing or in a Partners' meeting by Limited Partners representing 75% of limited partnership Interests and the General Partner:

Partners' Meeting. 5.1.1 The Partners’ Meeting consists of all partners. The following matters of the Partnership shall be voted by the Partners’ Meeting: (1) modification of this Agreement; (2) decision on increase or decrease of the total amount of the capital contribution and change of the capital contribution time of the partners; (3) termination or dissolution of the Partnership; (4) change of the name of the Partnership; (5) change of the business premises of the Partnership; (6) decision on the adjustment of members of the entrusted management body and the investment committee of the Partnership and the rules of procedures of the investment committee; (7) review of the change of Key Persons; (8) review of the work report, custody report, audit report and financial accounts report of the Partnership for the previous year, and the work plan and financial budget of the Partnership for the current year, as submitted by the General Partner; (9) engagement or replacement of the Custodian Bank; (10) appointment or dismissal of an accounting firm that undertakes the audit business of the Partnership;

Partners' Meeting. Partners' Meetings are presided over by the Chairman of the Board of Managers or, in his absence, by a Partner designated by his colleagues, or by a person present at the meeting designated by the meeting. The chairman of the meeting appoints a secretary. The minutes of the Partners' Meetings are signed by the Chairman, the secretary and the Managers present, and by the Partners who so request. These minutes are kept in a special minute book. Powers of attorney given for the meeting are annexed to the minutes of such Partners' Meeting.

Partners' Meeting. 8.1.1 General Partner shall be responsible for convening and presiding the Partners’ meeting. The Partners’ meeting shall discuss and determine the following: (1) Annual report provided by the General Partner; (2) Extension of the term of the Limited Partnership; (3) Approval of the Limited Partner with the membership of the Advisory Committee no longer holding such membership; (4) Change of the Escrow Agent of the Limited Partnership; (5) Amendment of other context of this agreement, except for those explicitly authorized to the General Partner and to be determined with its sole discretion; (6) Removal of the Executive Partner (General Partner); (7) Dissolution and liquidation of the Limited Partnership; (8) Extension of the closure period of withdrawal of the investment of the Limited Partnership pursuant to this Clause 7.3.3; (9) Matters should be decided by Advisory Committee, but the Advisory Committee’s meeting do not convene and make resolutions in a period reasonably specified by General Partner or General Partner at its sole discretion determines that the resolution made by Advisory Committee is inappropriate; (10) Other matters that shall be decided by Partners’ meetings according to law, regulation and this Agreement. Partners’ meeting shall not make resolutions on potential Investment Project of the Limited Partnership or other matters regarding the execution of Partnership affairs of the Limited Partnership, and Limited Partner shall not exert control over the management and other activities of the Limited Partnership through Partners’ meeting. 8.1.2 General Partner shall convene the annual Partners’ meeting each year, of which the main content is to listen to the annual report of last year made by General Partner pursuant to Clause 8.1.1 (1), potential Investment Project of the Limited Partnership shall not be discussed at the annual Partners’ meeting, and the Limited Partner shall not exert control over the management and other activities of the Limited Partnership through Partners’ meeting. General Partner shall give all Partners a ten (10) days’ prior written notice before the first Partners’ meeting and the annual Partners’ meeting, but all Partners may waive the right of prior written notice in writing, notwithstanding the forgoing, the Partners’ attending the meetings shall be deemed as waive all requirements regarding prior notice. 8.1.3 Upon ten (10) days’ prior notice, General Partner may convene temporary Partners’ meeting. The Limi...