Removal of General Partner for Cause Sample Clauses

Removal of General Partner for Cause. The Partners have set forth certain terms relating to the Removal of the General Partner in Exhibit M, which is incorporated by reference and attached hereto; all references herein to Section 7.4 shall be referred to Exhibit M.
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Removal of General Partner for Cause. (a) In the event of the General Partner’s (i) fraud, (ii) gross negligence, (iii) willful misconduct, (iv) material breach of its duties under this Agreement, (v) conviction or plea or no contest to a violation of a federal securities law, (vi) conviction or a plea of no contest to a felony under any federal or state statute, (vii) material violation of any other law that has a material adverse effect on the Partnership or (viii) breach of its fiduciary duties under this Agreement and those provided under applicable Delaware law, or the Management Company’s material breach of its duties under this Agreement, or the Management Company’s or Approved Person’s (A) fraud, (B) gross negligence that has a material adverse effect on the Partnership, (C) willful misconduct that has a material adverse effect on the Partnership, (D) conviction or plea or no contest to a violation of a federal securities law that has a material adverse effect on the Partnership, (E) conviction or a plea of no contest to a felony under any federal or state statute that has a material adverse effect on the Partnership or (F) material violation of any other law that has a material adverse effect on the Partnership (such event shall hereinafter be deemed for “Cause” or a “Cause Event”) and if such Cause Event is not cured (if capable of being cured) within sixty (60) days following written notice to the General Partner from of the Fund Interest of the non-defaulting Limited Partners and non- defaulting limited partners of any Parallel Fund voting together as a single class specifying in reasonable detail the nature of such Cause Event, of the Fund Interest of the non- defaulting Limited Partners and non-defaulting limited partners of any Parallel Fund voting together as a single class may, within the later of ninety (90) days of such written notice to the General Partner or the expiration of such cure period (if the Cause Event has not been cured within the cure period), either remove the General Partner and appoint a new General Partner or dissolve the Partnership in accordance with Section 13 of this Agreement. Such removal for Cause of the General Partner shall be effective upon delivery of written notice of such action to the Partners and the partners of any Parallel Fund and, in the case of a new General Partner, the appointment of the new General Partner. Except as set forth in this Section 6.1.13, the removal of the General Partner shall in no way impair any rights of such General ...
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Removal of General Partner for Cause. (a) A Majority In Interest of Limited Partners shall have the right, exercisable by written notice to the General Partner, to remove the General Partner for cause. "
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Removal of General Partner for Cause. The General Partner may be removed as general partner of the Partnership by Super Majority Consent if a Cause Event occurs which cannot be cured or has not been cured within 90 days. The General Partner shall be deemed to have cured a Cause Event if it terminates or causes the termination of the services of all individuals who engaged in the conduct constituting the Cause Event and pays to the Partnership an amount equal to any actual financial loss which such conduct had caused the Partnership. Until a Cause Event has been cured, the General Partner shall not be entitled to deliver any Drawdown Notice except in relation to any proposed Portfolio Investment in respect of which the Partnership has entered into a legally binding agreement to invest prior to the date of the Cause Event.
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Removal of General Partner for Cause. (a) The General Partner may be removed as general partner of the Partnership, upon the vote of at least Eighty Percent (80%) in Interest of the Limited Partners upon (i) the conviction of, or plea of nolo contendere by, the managing member of the General Partner with respect to a felony that casts reasonable doubt on such person’s ability to discharge faithfully his duties as the managing member of the General Partner, or with respect to any fraud, embezzlement or similar felony involving misappropriation of funds by such managing member of the General Partner, or (ii) a determination by a court of competent jurisdiction of a breach of fiduciary duty (as any such duty may be modified by this Agreement) or gross negligence in connection with its management of the Partnership by the managing member of the General Partner; provided, however, that no right to remove the General Partner shall arise under this Section 2.3(a) if, in the case of acts by the managing member of the General Partner, such offending managing member is removed as member of the General Partner within thirty (30) days after the conviction or plea which would otherwise have given rise to dissolution under this Section 2.3(a). The General Partner shall have an affirmative obligation to promptly provide the Limited Partners with written notice of any event described in this Section 2.3(a) which would give rise to the right to remove the General Partner.
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Removal of General Partner for Cause. The Partners have set forth certain terms relating to the Removal of the General Partner in Exhibit O, which is incorporated by reference and attached hereto; all references herein to Section 7.4 shall be referred to Exhibit O.
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Removal of General Partner for Cause 
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Related to Removal of General Partner for Cause

  • Removal of General Partner (a) The Special Limited Partner or the Limited Partner, or both of them, may remove the General Partner for cause if such General Partner, its officers or directors, if applicable, has:

  • Removal of a General Partner (a) Upon the occurrence of an Event of Bankruptcy as to, or the dissolution of, a General Partner, such General Partner shall be deemed to be removed automatically; provided, however, that if a General Partner is on the date of such occurrence a partnership, the withdrawal, death or dissolution of, Event of Bankruptcy as to, or removal of, a partner in, such partnership shall be deemed not to be a dissolution of the General Partner if the business of such General Partner is continued by the remaining partner or partners. The Limited Partners may not remove the General Partner, with or without cause.

  • Removal of Board Members Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that:

  • Resignation and Removal of the Depositary The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Company by 120 days prior written notice of such removal, to become effective upon the later of (i) the 120th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall use its best efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor; but such predecessor, nevertheless, upon payment of all sums due it and on the written request of the Company shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Deposited Securities to such successor and shall deliver to such successor a list of the Owners of all outstanding American Depositary Shares. Any such successor depositary shall promptly mail notice of its appointment to the Owners. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

  • Admission of Successor General Partner A successor General Partner approved pursuant to Section 11.1 or 11.2 or the transferee of or successor to all of the General Partner Interest pursuant to Section 4.6 who is proposed to be admitted as a successor General Partner shall be admitted to the Partnership as the General Partner, effective immediately prior to the withdrawal or removal of the predecessor or transferring General Partner, pursuant to Section 11.1 or 11.2 or the transfer of the General Partner Interest pursuant to Section 4.6, provided, however, that no such successor shall be admitted to the Partnership until compliance with the terms of Section 4.6 has occurred and such successor has executed and delivered such other documents or instruments as may be required to effect such admission. Any such successor shall, subject to the terms hereof, carry on the business of the members of the Partnership Group without dissolution.

  • Removal of Manager At any time there is more than one Member, the Members, at any time and from time to time and for any reason, by action of Members holding in the aggregate 51% of the total Percentage Interests, may remove the Manager then acting and elect a new Manager.

  • Resignation and Removal of the Depositary; Appointment of Successor Depositary The Depositary may at any time resign as Depositary hereunder by delivering notice of its election to do so to the Company, such resignation to take effect upon the appointment of a successor Depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Company by notice of such removal delivered to the Depositary, such removal to take effect upon the appointment of a successor Depositary and its acceptance of such appointment as hereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depositary, which shall be a bank or trust company having its principal office in the United States of America and having a combined capital and surplus of at least $150,000,000. If no successor Depositary shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depositary may petition any court of competent jurisdiction for the appointment of a successor Depositary. Every successor Depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Company, shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys or property held hereunder to such successor, and shall deliver to such successor a list of the record holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any successor Depositary shall promptly mail notice of its appointment to the record holders of Receipts. Any corporation into or with which the Depositary may be merged, consolidated or converted shall be the successor of such Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or in the name of the successor Depositary.

  • Admission of Substitute Limited Partner (a) Subject to the other provisions of this Article 9, an assignee of the Limited Partnership Interest of a Limited Partner (which shall be understood to include any purchaser, transferee, donee, or other recipient of any disposition of such Limited Partnership Interest) shall be deemed admitted as a Limited Partner of the Partnership only with the consent of the General Partner and upon the satisfactory completion of the following:

  • Interest of Departing General Partner and Successor General Partner (a) In the event of (i) withdrawal of the General Partner under circumstances where such withdrawal does not violate this Agreement or (ii) removal of the General Partner by the holders of Outstanding Units under circumstances where Cause does not exist, if the successor General Partner is elected in accordance with the terms of Section 11.1 or Section 11.2, the Departing General Partner shall have the option, exercisable prior to the effective date of the withdrawal or removal of such Departing General Partner, to require its successor to purchase its General Partner Interest and its or its Affiliates’ general partner interest (or equivalent interest), if any, in the other Group Members and all of its or its Affiliates’ Incentive Distribution Rights (collectively, the “Combined Interest”) in exchange for an amount in cash equal to the fair market value of such Combined Interest, such amount to be determined and payable as of the effective date of its withdrawal or removal. If the General Partner is removed by the Unitholders under circumstances where Cause exists or if the General Partner withdraws under circumstances where such withdrawal violates this Agreement, and if a successor General Partner is elected in accordance with the terms of Section 11.1 or Section 11.2 (or if the business of the Partnership is continued pursuant to Section 12.2 and the successor General Partner is not the former General Partner), such successor shall have the option, exercisable prior to the effective date of the withdrawal or removal of such Departing General Partner (or, in the event the business of the Partnership is continued, prior to the date the business of the Partnership is continued), to purchase the Combined Interest for such fair market value of such Combined Interest. In either event, the Departing General Partner shall be entitled to receive all reimbursements due such Departing General Partner pursuant to Section 7.4, including any employee-related liabilities (including severance liabilities), incurred in connection with the termination of any employees employed by the Departing General Partner or its Affiliates (other than any Group Member) for the benefit of the Partnership or the other Group Members. For purposes of this Section 11.3(a), the fair market value of the Combined Interest shall be determined by agreement between the Departing General Partner and its successor or, failing agreement within 30 days after the effective date of such Departing General Partner’s withdrawal or removal, by an independent investment banking firm or other independent expert selected by the Departing General Partner and its successor, which, in turn, may rely on other experts, and the determination of which shall be conclusive as to such matter. If such parties cannot agree upon one independent investment banking firm or other independent expert within 45 days after the effective date of such withdrawal or removal, then the Departing General Partner shall designate an independent investment banking firm or other independent expert, the Departing General Partner’s successor shall designate an independent investment banking firm or other independent expert, and such firms or experts shall mutually select a third independent investment banking firm or independent expert, which third independent investment banking firm or other independent expert shall determine the fair market value of the Combined Interest. In making its determination, such third independent investment banking firm or other independent expert may consider the then current trading price of Units on any National Securities Exchange on which Units are then listed or admitted to trading, the value of the Partnership’s assets, the rights and obligations of the Departing General Partner, the value of the Incentive Distribution Rights and the General Partner Interest and other factors it may deem relevant.

  • RESIGNATION AND REMOVAL OF THE DEPOSITARY; APPOINTMENT OF SUCCESSOR CUSTODIAN The Depositary may at any time resign as Depositary under the Deposit Agreement by written notice of its election so to do delivered to the Company, to become effective upon the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement. The Depositary may at any time be removed by the Company by 90 days’ prior written notice of that removal, to become effective upon the later of (i) the 90th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary and its acceptance of its appointment as provided in the Deposit Agreement. The Depositary in its discretion may at any time appoint a substitute or additional custodian or custodians.

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