Partnership Approval. As used above, “Partnership Approval” means Consent of the Limited Partners holding Voting Units representing a Voting Percentage Interest that equals or exceeds, as applicable, either the percentage of (x) the Shares outstanding or (y) the Shares cast in the Shareholder Vote ((x) or (y), as applicable, the “Required Denominator Shares”) required to be voted in favor of the Extraordinary Transaction in the Shareholder Vote, provided that, for purposes of determining whether Partnership Approval has been obtained, the Voting Percentage Interest of Limited Partners consenting to the Extraordinary Transaction shall be calculated as follows: Such Voting Percentage Interest shall be equal to the sum of (i) the Voting Percentage Interest of the Voting Units held by Limited Partners consenting to the Extraordinary Transaction (excluding for this purpose any Partnership Units held by (1) the General Partner or the General Partner Entity, (2) any Person of which the General Partner or the General Partner Entity directly or indirectly owns or controls more than fifty percent (50%) of either the voting interests or economic interests and (3) any Person directly or indirectly owning or controlling more than fifty percent (50%) of the outstanding voting interests of the General Partner or the General Partner Entity (collectively, the “Excluded Units”)), plus (ii) the product of (1) the Voting Percentage Interest attributable to the Excluded Units, multiplied by (2) either (x) the percentage of the Required Denominator Shares voted in favor of the Extraordinary Transaction by the General Partner Entity’s shareholders in the Shareholder Vote to obtain Shareholder Approval, or (y) in the event a Tender Offer shall have been accepted with respect to a sufficient number of Shares to permit consummation of the Extraordinary Transaction without Shareholder Approval, the percentage of outstanding Shares with respect to which such Tender Offer shall have been accepted.
Partnership Approval. For purposes of this Agreement, when any approval, consent, waiver, notice, or other action or decision is required by or from the Partnership, the term "Partnership" means the Governing Board. If there is no duly constituted Governing Board or the Governing Board in office fails or refuses to act within a reasonable time period under the circumstances of the applicable action or decision, Manager may rely upon the action or decision of the general partner of the Partnership.
Partnership Approval. The unconditional approval of the Transaction by the Partnership Committee of Buyer, in its sole discretion, to be obtained on or before August 8, 1997;
Partnership Approval. 10 ARTICLE VII
Partnership Approval. The partners of each Merging Partnership shall have approved the Merger in the manner required in their respective Agreements of Limited Partnership.
Partnership Approval. The Partnership has taken, or will -------------------- take no later than the Closing, all action necessary in accordance with applicable law, and the Partnership's Partnership Agreement, to consider and vote upon the approval of this Agreement and the sale of the Shares. The requisite number of partners of the Partnership as required under the Partnership Agreement and applicable law have voted or will vote in favor of this Agreement and sale of the Shares hereunder in the case of the Share Purchase. All of the partners of the Partnership will be signatories to this Agreement in the case of the Partnership Purchase.
Partnership Approval. Buyer must have received approval of a Majority Interest of the Partnership to close this transaction.
Partnership Approval. The execution and delivery of this Agreement by Seller, and the performance of its covenants and obligations under it, shall have been duly authorized by all necessary partnership action, and Buyer shall have received copies of all resolutions pertaining to that authorization, certified by the secretary of Seller.
Partnership Approval. The Vendor shall have provided evidence to the Purchaser of the approval of the transactions contemplated in this Agreement by its partners in accordance with the Limited Partnership Agreement and all applicable Laws;
Partnership Approval. On or prior to the twenty-fifth (25th) day following the end of the Due Diligence Period (unless the applicable Closing has been extended in accordance with Section 10.1, then by the fifty-fifth (55th) day), the Property Partnership that owns the applicable Property shall have obtained the requisite Partnership Approval.
