Removal of the General Partner. The General Partner may be removed if such removal is approved by the Unitholders holding at least 662/3% of the Outstanding Units (including Units held by the General Partner and its Affiliates). Any such action by such holders for removal of the General Partner must also provide for the election of a successor General Partner by the Unitholders holding a majority of the outstanding Common Units voting as a class (including Units held by the General Partner and its Affiliates). Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Section 10.2. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section 10.2, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. The right of the holders of Outstanding Units to remove the General Partner shall not exist or be exercised unless the Partnership has received an opinion opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section 10.2.

Appears in 8 contracts

Samples: Operating Agreement (EnLink Midstream Partners, LP), Convertible Preferred Unit Purchase Agreement (EnLink Midstream Partners, LP), Operating Agreement (EnLink Midstream, LLC)

Removal of the General Partner. The General Partner may be removed if such removal is approved by the Unitholders holding at least ~~662/3~~66 2/3% of the Outstanding Units (including Units held by the General Partner and its ~~Affiliates~~Affiliates voting as a single class). Any such action by such holders for removal of the General Partner must also provide for the election of a successor General Partner by the Unitholders holding a majority of the outstanding Common Units voting as a class (including Units held by the General Partner and its Affiliates). Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Section ~~10.2~~10.3. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section ~~10.2~~10.3, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. The right of the holders of Outstanding Units to remove the General Partner shall not exist or be exercised unless the Partnership has received an ~~opinion~~ Opinion of Counsel opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section ~~10.2~~10.3.

Appears in 7 contracts

Samples: Agreement (Teekay Offshore Partners L.P.), Unit and Warrant Purchase Agreement (Teekay Offshore Partners L.P.), Agreement (Teekay Offshore Partners L.P.)

Removal of the General Partner. The General Partner may be removed if such removal is approved by the Unitholders holding at least ~~662/3~~66 2/3% of the Outstanding Units (including Units held by the General Partner and its Affiliates)) voting as a single class. Any such action by such holders for removal of the General Partner must also provide for the election of a successor General Partner by the Unitholders holding a majority of the outstanding Common Units ~~voting as a class~~ (including Common Units held by the General Partner and its Affiliates). Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Section 10.2. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section 10.2, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. The right of the holders of Outstanding Units to remove the General Partner shall not exist or be exercised unless the Partnership has received an opinion opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section 10.2.. 71 US-DOCS\91120841.12

Appears in 6 contracts

Samples: Agreement and Plan of Merger (Andeavor Logistics Lp), Agreement and Plan of Merger (Andeavor), Agreement and Plan of Merger (Western Refining Logistics, LP)

Removal of the General Partner. The General Partner may not be removed if unless such removal is both (i) for Cause and (ii) approved by the Unitholders holding at least ~~662/3~~66 2⁄3% of the Outstanding Units (including Units held by the General Partner and its Affiliates)) voting as a single class. Any such action by such holders for removal of the General Partner must also provide for the election of a successor General Partner by the Unitholders holding a majority of the ~~outstanding~~ Outstanding Common ~~Units~~ Units, voting as a ~~class~~ separate class, and Unitholders holding a majority of the Outstanding Subordinated Units (~~including~~ if any Subordinated Units are then Outstanding), voting as a separate class, including, in each case, Units held by the General Partner and its Affiliates). Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Section 10.2. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section 10.2, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. The right of the holders of Outstanding Units to remove the General Partner shall not exist or be exercised unless the Partnership has received an opinion opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section 10.2.

Appears in 6 contracts

Samples: Agreement (CONE Midstream Partners LP), Partnership Agreement (CNX Coal Resources LP), Partnership Agreement (CONSOL Coal Resources LP)

Removal of the General Partner. The General Partner may be removed if such removal is approved by the ~~Unitholders~~ Partners holding at least ~~662/3~~66 2/3% of the Outstanding Units (including Units held by the General Partner and its Affiliates)) voting as a single class. Any such action by such holders for removal of the General Partner must also provide for the election of a successor General Partner by the ~~Unitholders~~ Partners holding a majority of the outstanding Common Units ~~voting as a class~~ (including Common Units held by the General Partner and its Affiliates). Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Section 10.2. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section 10.2, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. The right of the ~~holders of Outstanding Units~~ Partners to remove the General Partner shall not exist or be exercised unless the Partnership has received an opinion opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section 10.2.

Appears in 5 contracts

Samples: Management and Operation of Business (PetroLogistics LP), CVR Energy Inc, Viper Energy Partners LP

Removal of the General Partner. The General Partner may be removed if such removal is approved by the Unitholders holding at least ~~662/3~~80% of the Outstanding Units (including Units held by the General Partner and its Affiliates). Any such action by such holders for removal of the General Partner must also provide for the election of a successor General Partner by the Unitholders holding a majority of the outstanding Common Units voting as a class (including Units held by the General Partner and its Affiliates). Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Section ~~10.2~~10.3. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section ~~10.2~~10.3, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. The right of the holders of Outstanding Units to remove the General Partner shall not exist or be exercised unless the Partnership has received an opinion opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section ~~10.2~~10.3. The percentage of the Outstanding Units required to remove the General Partner may be amended by the General Partner as described in Section 13.1 hereof.

Appears in 5 contracts

Samples: Rio Vista Energy Partners Lp, Rio Vista Energy Partners Lp, Rio Vista Energy Partners Lp

Removal of the General Partner. The General Partner may be removed if such removal is approved by the ~~Unitholders~~ Partners holding at least ~~662/3~~66-2/3% of the Outstanding Units (including Units held by the General Partner and its Affiliates)) voting as a single class. Any such action by such holders for removal of the General Partner must also provide for the election of a successor General Partner by the ~~Unitholders~~ Partners holding a majority of the ~~outstanding~~ Outstanding Common Units ~~voting as a class~~ (including Common Units held by the General Partner and its Affiliates). Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Section 10.2. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section 10.2, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. The right of the ~~holders of Outstanding Units~~ Partners to remove the General Partner shall not exist or be exercised unless the Partnership has received an opinion opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section 10.2.

Appears in 4 contracts

Samples: Agreement, Emerge Energy Services LP, Emerge Energy Services LP

Removal of the General Partner. The General Partner may be removed if such removal is approved by the Unitholders holding at least ~~662/3%~~ sixty-six and two thirds percent (66 2/3%) of the Outstanding Units (including Units held by the General Partner and its Affiliates), but excluding all Non-Voting Common Units) voting as a single class. Any such action by such holders for removal of the General Partner must also provide for the election of a successor General Partner by the ~~Unitholders holding~~ holders of a ~~majority of the outstanding Common Units voting as a class (including Units held by the General Partner and its Affiliates)~~Unit Majority. Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Section 10.2. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section 10.2, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. The right of the holders of Outstanding ~~Units~~ Units, voting together as a single class, to remove the General Partner pursuant to this Section 11.2 shall not exist or be exercised unless the Partnership has received an ~~opinion opining as to the matters covered by a Withdrawal~~ Opinion of ~~Counsel~~Counsel that such removal (following the selection of the successor General Partner) would not result in the loss of the limited liability under the Delaware Act of any Limited Partner. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section 10.2.

Appears in 4 contracts

Samples: Membership Interest Purchase Agreement (NextEra Energy Partners, LP), Management Services Agreement (NextEra Energy Partners, LP), Management Services Agreement

Removal of the General Partner. The General Partner may be removed if such removal is approved by the Unitholders holding at least ~~662/3~~66 2/3% of the Outstanding Units (~~including~~ including, for the avoidance of doubt, Units held by the General Partner and its Affiliates)) voting as a single class. Any such action by such holders for removal of the General Partner must also provide for the election of a successor General Partner by the Unitholders holding a ~~majority~~ Unit Majority (including, for the avoidance of ~~the outstanding Common Units voting as a class (including~~ doubt, Units held by the General Partner and its Affiliates). Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Section 10.2. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section 10.2, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. The right of the holders of Outstanding Units to remove the General Partner shall not exist or be exercised unless the Partnership has received an opinion opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section 10.2.

Appears in 4 contracts

Samples: Registration Rights Agreement (Phillips 66 Partners Lp), Sharing Agreement (Phillips 66 Partners Lp), Partnership Interests Restructuring Agreement (Phillips 66)

Removal of the General Partner. The General Partner may be removed if such removal is approved by the Unitholders holding at least ~~662/3~~66 2/3% of the Outstanding Units (including Units held by the General Partner and its Affiliates)) voting as a single class. Any such action by such holders for removal of the General Partner must also provide for the election of a successor General Partner by the Unitholders holding a majority of the outstanding ~~Common~~ Units voting as a single class (including Units held by the General Partner and its Affiliates). Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Section ~~10.2~~10.3. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section ~~10.2~~10.3, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. The right of the holders of Outstanding Units to remove the General Partner shall not exist or be exercised unless the Partnership has received an opinion opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section ~~10.2~~10.3.

Appears in 4 contracts

Samples: Legacy Reserves Lp, Legacy Reserves Lp, Legacy Reserves Lp

Removal of the General Partner. The General Partner may be removed if such removal is approved by the Unitholders holding at least ~~662/3~~66 2/3% of the Outstanding Units (including Units held by the General Partner and its Affiliates)) voting as a single class. Any such action by such holders for removal of the General Partner must also provide for the election of a successor General Partner by the Unitholders holding a majority of the ~~outstanding~~ Outstanding Common ~~Units~~ Units, voting as a class (~~including~~ including, in each case, Units held by the General Partner and its Affiliates). Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Section 10.2. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section 10.2, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. The right of the holders of Outstanding Units to remove the General Partner shall not exist or be exercised unless the Partnership has received an opinion opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section 10.2.

Appears in 4 contracts

Samples: Partnership Agreement (NGL Energy Partners LP), Purchase Agreement (NGL Energy Partners LP), Partnership Agreement (NGL Energy Partners LP)

Removal of the General Partner. The General Partner may be removed if such removal is approved by the ~~Unitholders~~ Shareholders holding at least ~~662/3~~80% of the Outstanding ~~Units~~ Voting Shares (including ~~Units~~ Shares held by the General Partner and its Affiliates)) voting as a single class. Any such action by such holders for removal of the General Partner must also provide for the election of a successor General Partner by the ~~Unitholders~~ Shareholders holding a majority of the ~~outstanding Common Units voting as a class~~ Outstanding Voting Shares (including ~~Units~~ Shares held by the General Partner and its Affiliates). Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Section 10.2. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section 10.2, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. The right of the holders of Outstanding ~~Units~~ Voting Shares to remove the General Partner shall not exist or be exercised unless the Partnership has received an opinion opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section 10.2.

Appears in 4 contracts

Samples: Partnership Agreement (Tallgrass Energy, LP), Kelso GP VIII, LLC, Tallgrass Energy GP, LP

Removal of the General Partner. The General Partner may be removed if such removal is approved by the Unitholders holding at least ~~662/3~~66 2⁄3% of the Outstanding Units (including Units held by the General Partner and its Affiliates), voting as a single class. Any such action by such holders or the Board of Directors for removal of the General Partner must also provide for the election of a successor General Partner by the ~~Unitholders holding a~~ majority vote of the outstanding Common Units and Subordinated Units, voting together as a ~~class (including Units held by the General Partner and its Affiliates)~~single class. Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Section ~~10.2~~10.3. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section ~~10.2~~10.3, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. The right of the holders of Outstanding Units to remove the General Partner shall not exist or be exercised unless the Partnership has received an ~~opinion~~ Opinion of Counsel opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section ~~10.2~~10.3.

Appears in 4 contracts

Samples: FAREASTERN SHIPPING LTD, Dynagas LNG Partners LP, KNOT Offshore Partners LP

Removal of the General Partner. The General Partner may be removed if such removal is approved by the Unitholders holding at least 662/3% of the Outstanding Units (including Units held by the General Partner and its Affiliates), voting as a single class. Any such action by such holders or the Board of Directors for removal of the General Partner must also provide for the election of a successor General Partner by the ~~Unitholders holding a~~ majority vote of the outstanding Common Units voting together as a ~~class (including Units held by the General Partner and its Affiliates)~~single class. Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Section ~~10.2~~10.3. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section ~~10.2~~10.3, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. The right of the holders of Outstanding Units to remove the General Partner shall not exist or be exercised unless the Partnership has received an ~~opinion~~ Opinion of Counsel opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section ~~10.2~~10.3.

Appears in 3 contracts

Samples: Exchange Agreement (Golar LNG Partners LP), Golar LNG Partners LP, www.lw.com

Removal of the General Partner. The General Partner may be removed if such removal is approved by the Unitholders holding at least ~~662/3~~66 2/3% of the Outstanding Units (including Units held by the General Partner and its Affiliates). Any such action by such holders for removal of the General Partner must also provide for the election of a successor General Partner by the Unitholders holding a majority of the outstanding Common Units ~~voting as a class~~ (including Common Units held by the General Partner and its Affiliates). Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Section 10.2. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section 10.2, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. The right of the holders of Outstanding Units to remove the General Partner shall not exist or be exercised unless the Partnership has received an opinion opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section 10.2.

Appears in 3 contracts

Samples: Equity Restructuring Agreement (Holly Energy Partners Lp), Equity Restructuring Agreement (HollyFrontier Corp), Holly Energy Partners Lp

Removal of the General Partner. The General Partner may be removed if such removal is approved by the ~~Unitholders~~ Shareholders holding at least ~~662/3~~66 2/3% of the Outstanding ~~Units~~ Shares (including ~~Units~~ Shares held by the General Partner and its Affiliates)) voting as a single class. Any such action by such holders for removal of the General Partner must also provide for the election of a successor General Partner by the ~~Unitholders holding~~ holders of a ~~majority of the outstanding Common Units voting as a class (including Units held by the General Partner and its Affiliates)~~Share Majority. Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Section 10.2. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section 10.2, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. The right of the holders of Outstanding ~~Units~~ Shares, voting together as a single class, to remove the General Partner shall not exist or be exercised unless the Partnership has received an opinion opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section 10.2.

Appears in 3 contracts

Samples: Agreement, Limited Liability Company Agreement (Sunpower Corp), 8point3 Energy Partners LP

Removal of the General Partner. The General Partner may be removed if such removal is approved by the Unitholders holding at least ~~662/3~~80% of the Outstanding Units (including Units held by the General Partner and its Affiliates)) voting as a single class. Any such action by such holders for removal of the General Partner must also provide for the election of a successor General Partner by the Unitholders holding a majority of the ~~outstanding Common~~ Outstanding Units ~~voting as a class~~ (including Units held by the General Partner and its Affiliates). Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Section 10.2. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section 10.2, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. The right of the holders of Outstanding Units to remove the General Partner shall not exist or be exercised unless the Partnership has received an opinion opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section 10.2.

Appears in 3 contracts

Samples: First (EQT GP Holdings, LP), Agreement, EQGP Holdings, LP

Removal of the General Partner. The General Partner may be removed if such removal is approved by the Unitholders holding at least ~~662/3~~66 2/3% of the Outstanding Units (including Units held by the General Partner and its Affiliates). Any such action by such holders for removal of the General Partner must also provide for the election of a successor General Partner by the Unitholders holding a majority of the outstanding Common Units voting as a class (including Units held by the General Partner and its Affiliates). Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Section ~~10.2~~10.3. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section ~~10.2~~10.3, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. The right of the holders of Outstanding Units to remove the General Partner shall not exist or be exercised unless the Partnership has received an opinion opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section ~~10.2~~10.3.

Appears in 3 contracts

Samples: Energy Transfer Partners, L.P., Energy Transfer Operating, L.P., media.corporate-ir.net

Removal of the General Partner. The General Partner may be removed if such removal is approved by the Unitholders holding at least ~~662/3~~66 2 /3 % of the Outstanding Common Units (including Common Units held by the General Partner and its Affiliates). Any such action by such holders or the Board of Directors for removal of the General Partner must also provide for the election of a successor General Partner by the ~~Unitholders holding a~~ majority vote of the ~~outstanding~~ Outstanding Common ~~Units~~ Units, voting together as a ~~class (including Units held by the General Partner and its Affiliates)~~single class. Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Section ~~10.2~~10.3. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section ~~10.2~~10.3, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. The right of the holders of Outstanding Common Units to remove the General Partner shall not exist or be exercised unless the Partnership has received an ~~opinion~~ Opinion of Counsel opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section ~~10.2~~10.3.

Appears in 3 contracts

Samples: GasLog Partners LP, GasLog Partners LP, GasLog Partners LP

Removal of the General Partner. The General Partner may be removed if such removal is approved by the Unitholders holding at least ~~662/3~~66 2/3% of the Outstanding Units (including Units held by the General Partner and its Affiliates)) voting as a single class. Any such action by such holders for removal of the General Partner must also provide for the election of a successor General Partner by the Unitholders holding a majority of the outstanding Common Units ~~voting as a class~~ (~~including~~ including, in each case, Units held by the General Partner and its Affiliates). Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Section 10.2. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section 10.2, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member, and is hereby authorized to, and shall, continue the business of the Partnership, and, to the extent applicable, the other Group Members, without dissolution. The right of the holders of Outstanding Units to remove the General Partner shall not exist or be exercised unless the Partnership has received an opinion opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section 10.2.

Appears in 3 contracts

Samples: Contribution Agreement and Agreement and Plan of Merger (Western Gas Partners LP), Western Midstream Operating, LP, Western Midstream Partners, LP

Removal of the General Partner. The General Partner may not be removed if unless (i) such removal is approved by the ~~Unitholders holding at least 662/3%~~ Existing GP Owner, in its sole discretion, and (ii) the MLP General Partner is concurrently removed as the general partner of the ~~Outstanding Units (including Units held by~~ MLP in accordance with the ~~General Partner and its Affiliates)~~MLP Agreement. Any such action by ~~such holders~~ the Existing GP Owner for removal of the General Partner must also provide for the ~~election~~ selection of a successor General Partner by the ~~Unitholders holding a majority of the outstanding Common Units voting as a class (including Units held by the General Partner and its Affiliates)~~Existing GP Owner. Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Section 10.2. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Partnership Group Members of which the General Partner is a general partner or a managing member. If a Person is ~~elected~~ selected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section 10.2, automatically become a successor general partner or managing member, to the extent applicable, of the other Partnership Group Members of which the General Partner is a general partner or a managing member. The right of the ~~holders of Outstanding Units~~ Existing GP Owner to remove the General Partner shall not exist or be exercised unless the Partnership has received an opinion opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner ~~elected~~ selected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section 10.2.

Appears in 3 contracts

Samples: Agreement and Plan of Merger, Limited Liability Company Agreement (Energy Transfer Equity, L.P.), Limited Liability Company Agreement (Williams Companies Inc)

Removal of the General Partner. The General Partner may be removed if such removal is approved by the Unitholders holding at least ~~662/3~~66 2/3% of the Outstanding Units (including Units held by the General Partner and its Affiliates), voting as a single class. Any such action by such holders or the Board of Directors for removal of the General Partner must also provide for the election of a successor General Partner by the ~~Unitholders holding a~~ majority vote of the ~~outstanding Common Units~~ Outstanding Units, voting together as a ~~class (including Units held by the General Partner and its Affiliates)~~single class. Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Section ~~10.2~~10.3. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section ~~10.2~~10.3, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. The right of the holders of Outstanding Units to remove the General Partner shall not exist or be exercised unless the Partnership has received an ~~opinion~~ Opinion of Counsel opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section ~~10.2~~10.3.

Appears in 3 contracts

Samples: Navios Maritime Midstream Partners LP, Navios Maritime Midstream Partners LP, Navios Maritime Midstream Partners LP

Removal of the General Partner. The General Partner may be removed if such removal is approved by the Unitholders holding at least ~~662/3~~66 2/3% of the Outstanding Units (including Units held by the General Partner and its ~~Affiliates~~Affiliates voting as a single class). Any such action by such holders for removal of the General Partner must also provide for the election of a successor General Partner by the Unitholders holding a ~~majority of the outstanding Common Units voting as a class~~ Unit Majority (including Units held by the General Partner and its Affiliates). Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Section ~~10.2~~10.3. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section ~~10.2~~10.3, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. The right of the holders of Outstanding Units to remove the General Partner shall not exist or be exercised unless the Partnership has received an ~~opinion opining as to the matters covered by a Withdrawal~~ Opinion of ~~Counsel~~Counsel that such removal (following the selection of the successor General Partner) would not result in the loss of the limited liability of any Limited Partner or any Group Member. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section ~~10.2~~10.3.

Appears in 3 contracts

Samples: Fourth (Teekay LNG Partners L.P.), Teekay LNG Partners L.P., Teekay Corp

Removal of the General Partner. The General Partner may be removed if such removal is approved by the Common Unitholders holding at least ~~662/3~~66 2/3% of the Outstanding Common Units (including Common Units held by the General Partner and its Affiliates). Any such action by such holders for removal of the General Partner must also provide for the election of a successor General Partner by the Common Unitholders holding a ~~majority of the outstanding Common Units voting as a class~~ Unit Majority (including Common Units held by the General Partner and its Affiliates). Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Section ~~10.2~~10.3. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to as the ~~extent applicable~~case may be, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section ~~10.2~~10.3, automatically become a successor general partner or managing member, to as the ~~extent applicable~~case may be, of the other Group Members of which the General Partner is a general partner or a managing member. The right of the holders of Outstanding Common Units to remove the General Partner shall not exist or be exercised unless the Partnership has received an opinion opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section ~~10.2~~10.3.

Appears in 3 contracts

Samples: Tc Pipelines Lp, Tc Pipelines Lp, Tc Pipelines Lp

Removal of the General Partner. The General Partner may be removed if such removal is approved by the Unitholders holding at least ~~662/3~~75% of the Outstanding Units (including Units held by the General Partner and its Affiliates), voting as a single class. Any such action by such ~~holders~~ Unitholders or the Board of Directors for removal of the General Partner must also provide for the election of a successor General Partner by the ~~Unitholders holding a~~ majority vote of the ~~outstanding Common Units~~ Outstanding Units, voting together as a ~~class (including Units held by the General Partner and its Affiliates)~~single class. Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Section ~~10.2~~10.3. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section ~~10.2~~10.3, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. The right of the holders of Outstanding Units to remove the General Partner shall not exist or be exercised unless the Partnership has received an ~~opinion~~ Opinion of Counsel opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section ~~10.2~~10.3.

Appears in 2 contracts

Samples: Agreement (Navios Maritime Containers L.P.), Agreement (Navios Maritime Containers Inc.)

Removal of the General Partner. The General Partner may be removed if such removal is approved by the Unitholders holding at least ~~662/3~~66 2/3% of the Outstanding Units (including Units held by the General Partner and its Affiliates)) voting as a single class. Any such action by such holders for removal of the General Partner must also provide for the election of a successor General Partner by the Unitholders holding a majority of the ~~outstanding~~ Outstanding Common ~~Units~~ Units, voting as a ~~class (including Units held by the General Partner and its Affiliates)~~class. Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Section 10.2. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section 10.2, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. The right of the holders of Outstanding Units to remove the General Partner shall not exist or be exercised unless the Partnership has received an opinion opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section 10.2.

Appears in 2 contracts

Samples: Enviva Partners, LP, Hi-Crush Partners LP

Removal of the General Partner. The General Partner may be removed if such removal is approved by the Unitholders holding at least ~~662/3%~~ two-thirds of the Outstanding Common Units (including Common Units held by the General Partner and its Affiliates). Any such action by such holders for removal of the General Partner must also provide for the election of a successor General Partner by the Unitholders holding a majority of ~~the outstanding~~ Outstanding Common Units ~~voting as a class~~ (including Common Units held by the General Partner and its Affiliates). Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Section 10.2. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section 10.2, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. The right of the holders of Outstanding Units to remove the General Partner shall not exist or be exercised unless the Partnership has received an opinion opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section 10.2.

Appears in 2 contracts

Samples: Atlas Resource Partners, L.P., Atlas Energy, L.P.

Removal of the General Partner. The General Partner may be removed if such removal is approved by the Unitholders holding at least ~~662/3~~66 2/3% of the Outstanding Common Units and 66 2/3% of the Outstanding Subordinated Units (~~including~~ excluding Common Units and Subordinated Units held by the General Partner and its Affiliates). Any such action by such holders for removal of the General Partner must also provide for the election of a successor General Partner by ~~the Unitholders holding~~ at least a ~~majority of the outstanding~~ Unit Majority (excluding Common Units ~~voting as a class (including~~ and Subordinated Units held by the General Partner and its Affiliates). Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Section ~~10.2~~10.3. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner ~~or managing member, to the extent applicable,~~ of the other Group Members of which the General Partner is a general ~~partner or a managing member~~partner. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section ~~10.2~~10.3, automatically become a successor general partner ~~or managing member, to the extent applicable,~~ of the other Group Members of which the General Partner is a general ~~partner or a managing member~~partner. The right of the holders of Outstanding Common Units and Outstanding Subordinated Units to remove the General Partner shall not exist or be exercised unless the Partnership has received an opinion opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section ~~10.2~~10.3.

Appears in 2 contracts

Samples: Contribution Agreement (Resource America Inc), Contribution Agreement (Atlas Pipeline Partners Lp)

Removal of the General Partner. The General Partner may be removed if such removal is approved by the Unitholders holding at least ~~662/3~~66 2/3% of the Outstanding Common Units (including Common Units held by the General Partner and its Affiliates). Any such action by such holders for removal of the General Partner must also provide for the election of a successor General Partner by the Unitholders holding a majority of the outstanding Common Units ~~voting as a class~~ (including Common Units held by the General Partner and its Affiliates). Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Section ~~10.2~~10.3. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section ~~10.2~~10.3, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. The right of the holders of Outstanding Units to remove the General Partner shall not exist or be exercised unless the Partnership has received an opinion opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section ~~10.2~~10.3.

Appears in 2 contracts

Samples: Equity Restructuring Agreement (DCP Midstream, LP), Partnership Agreement (DCP Midstream, LP)

Removal of the General Partner. The General Partner may be removed if such removal is both (i) for Cause and (ii) approved by the Unitholders holding at least 662/3% of the Outstanding Units (including Common Units and Class B Units held by the General Partner and its Affiliates)) voting as a single class. Any such action by such holders for removal of the General Partner must also provide for the election of a successor General Partner by the Unitholders holding a ~~majority of the outstanding Common Units voting as a class (including Units held by the General Partner and its Affiliates)~~Unit Majority. Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Section 10.2. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section 10.2, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. The right of the holders of Outstanding Units to remove the General Partner shall not exist or be exercised unless the Partnership has received an opinion opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section 10.2.

Appears in 2 contracts

Samples: Recapitalization Agreement (Kimbell Royalty Partners, LP), Kimbell Royalty Partners, LP

Removal of the General Partner. The General Partner may only be removed if such removal is approved by the Unitholders holding at least ~~662/3~~66 2/3% of the Outstanding Units (including Units held by the General Partner and its Affiliates)) voting as a single class. Any such action by such holders for removal of the General Partner must also provide for the election of a successor General Partner by ~~the Unitholders holding~~ a ~~majority of the outstanding Common Units voting as a class~~ Unit Majority (including Units held by the General Partner and its Affiliates). Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Section 10.2. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section 10.2, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. The right of the holders of Outstanding Units to remove the General Partner shall not exist or be exercised unless the Partnership has received an opinion opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section 10.2.

Appears in 2 contracts

Samples: Mach Natural Resources Lp, TXO Energy Partners, L.P.

Removal of the General Partner. The General Partner may be removed if such removal is approved by the Unitholders holding at least ~~662/3~~66 2/3% of the Outstanding Units (including Units held by the General Partner and its Affiliates)) voting as a single class. Any such action by such holders for removal of the General Partner must also provide for the election of a successor General Partner by the Unitholders holding a majority of the outstanding Common Units ~~voting as a class~~ (including Units held by the General Partner and its Affiliates). Such removal shall be effective immediately following the admission of a successor General Partner pursuant to ~~Section~~ ‎Section 10.2. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this ~~Section~~ ‎Section 11.2, such Person shall, upon admission pursuant to ~~Section~~ ‎Section 10.2, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. The right of the holders of Outstanding Units to remove the General Partner shall not exist or be exercised unless the Partnership has received an opinion opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this ~~Section~~ ‎Section 11.2 shall be subject to the provisions of ~~Section~~ ‎Section 10.2.

Appears in 2 contracts

Samples: Exchange Agreement (Delek Logistics Partners, LP), Exchange Agreement (Delek US Holdings, Inc.)

Appears in 2 contracts

Samples: Management Services Agreement (NextEra Energy Partners, LP), Membership Interest Purchase Agreement (NextEra Energy Partners, LP)

Removal of the General Partner. (a) The General Partner may be removed if such removal is approved by the Unitholders holding at least ~~662/3~~66-2/3% of the Outstanding Units (including Units held by the General Partner and its Affiliates). Any such action by such holders for removal of the General Partner must also provide for the election of a successor General Partner by the Unitholders holding a majority of the outstanding Common Units voting as a class (including Units held by the General Partner and its Affiliates). Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Section 10.2. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this Section ~~11.2~~11.2(a), such Person shall, upon admission pursuant to Section 10.2, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. The right of the holders of Outstanding Units to remove the General Partner shall not exist or be exercised unless the Partnership has received an opinion opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section 10.2.

Appears in 2 contracts

Samples: Agreement, Preferred Unit Purchase Agreement (Natural Resource Partners Lp)

Removal of the General Partner. The General Partner may be removed if such removal is approved by the Unitholders holding at least ~~662/3~~66 2/3% of the Outstanding Units (including Units held by the General Partner and its Affiliates)) voting as a single class. Any such action by such holders for removal of the General Partner must also provide for the election of a successor General Partner by the Unitholders holding a majority of the outstanding Common Units voting as a class (including Units held by the General Partner and its Affiliates). Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Section 10.2. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section 10.2, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. The right of the holders of Outstanding Units to remove the General Partner shall not exist or be exercised unless the Partnership has received an opinion opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section 10.2.

Appears in 2 contracts

Samples: www.spectraenergypartners.com, Memorial Production Partners LP

Removal of the General Partner. The General Partner may be removed if such removal is approved by the Unitholders holding at least ~~662/3%~~ sixty-six and two thirds percent (66 2/3%) of the Outstanding Units (including Units held by the General Partner and its Affiliates)) voting as a single class. Any such action by such holders for removal of the General Partner must also provide for the election of a successor General Partner by the ~~Unitholders holding~~ holders of a ~~majority of the outstanding Common Units voting as a class (including Units held by the General Partner and its Affiliates)~~Unit Majority. Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Section 10.2. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section 10.2, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. The right of the holders of Outstanding ~~Units~~ Units, voting together as a single class, to remove the General Partner shall not exist or be exercised unless the Partnership has received an ~~opinion opining as to the matters covered by a Withdrawal~~ Opinion of ~~Counsel~~Counsel that such removal (following the selection of the successor General Partner) would not result in the loss of the limited liability under the Delaware Act of any Limited Partner. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section 10.2.

Appears in 2 contracts

Samples: Management Services Agreement, Management Services Agreement (NextEra Energy Partners, LP)

Removal of the General Partner. The General Partner may not be removed if unless such removal is both (i) for Cause and (ii) approved by the ~~Unitholders~~ Shareholders holding at least ~~662/3~~66 2/3% of the Outstanding ~~Units~~ Shares (including ~~Units~~ Shares held by the General Partner and its Affiliates)) voting as a single class. Any such action by such holders for removal of the General Partner must also provide for the election of a successor General Partner by ~~the Unitholders holding~~ a ~~majority of the outstanding Common Units voting as a class (including Units held by the General Partner and its Affiliates)~~Share Majority. Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Section 10.2. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section 10.2, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. The right of the holders of Outstanding ~~Units~~ Shares to remove the General Partner shall not exist or be exercised unless the ~~Partnership~~ Company has received an opinion opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section 10.2.

Appears in 2 contracts

Samples: Transaction Agreement (Hess Midstream Partners LP), Agreement (Hess Midstream LP)

Removal of the General Partner. The General Partner may be removed if such removal is approved by the Unitholders holding at least ~~662/3~~66 2/3% of the Outstanding Units (including Units held by the General Partner and its Affiliates)) voting as a single class. Any such action by such holders for removal of the General Partner must also provide for the election of a successor General Partner by the Unitholders holding a majority of the outstanding Common Units voting as a class (including Units held by the General Partner and its Affiliates). Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Section ~~10.2~~10.3. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section ~~10.2~~10.3, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. The right of the holders of Outstanding Units to remove the General Partner shall not exist or be exercised unless the Partnership has received an opinion opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section ~~10.2~~10.3.

Appears in 2 contracts

Samples: Fourth (Global Partners Lp), Global Partners Lp

Removal of the General Partner. The General Partner may be removed if such removal is approved by the Unitholders holding at least ~~662/3~~66 2 /3 % of the Outstanding Units (including Units held by the General Partner and its Affiliates), voting as a single class. Any such action by such holders or the Board of Directors for removal of the General Partner must also provide for the election of a successor General Partner by the ~~Unitholders holding a~~ majority vote of the outstanding Common Units and Subordinated Units, voting together as a ~~class (including Units held by the General Partner and its Affiliates)~~single class. Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Section ~~10.2~~10.3. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section ~~10.2~~10.3, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. The right of the holders of Outstanding Units to remove the General Partner shall not exist or be exercised unless the Partnership has received an ~~opinion~~ Opinion of Counsel opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section ~~10.2~~10.3.

Appears in 2 contracts

Samples: Agreement (GasLog Partners LP), www.lw.com

Removal of the General Partner. The General Partner may be removed if such removal is both (i) for Cause and (ii) approved by the Unitholders holding at least 662/3% of the Outstanding Units (including Units held by the General Partner and its Affiliates)) voting as a single class. Any such action by such holders for removal of the General Partner must also provide for the election of a successor General Partner by the Unitholders holding a ~~majority of the outstanding Common Units voting as a class (including Units held by the General Partner and its Affiliates)~~Unit Majority. Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Section 10.2. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section 10.2, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. The right of the holders of Outstanding Units to remove the General Partner shall not exist or be exercised unless the Partnership has received an opinion opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section 10.2.

Appears in 2 contracts

Samples: www.lw.com, Kimbell Royalty Partners, LP

Removal of the General Partner. The General Partner may be removed if such removal is approved by the Unitholders holding at least ~~662/3~~66 2/3% of the Outstanding Units (including Units held by the General Partner and its Affiliates). Any such action by such holders for removal of the General Partner must also provide for the election of a successor General Partner by the Unitholders holding a majority of the outstanding Common Units voting as a class (including Units held by the General Partner and its Affiliates). Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Section 10.2. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section 10.2, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. The right of the holders of Outstanding Units to remove the General Partner shall not exist or be exercised unless the Partnership has received an opinion opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section 10.2.

Appears in 2 contracts

Samples: Agreement, Natural Resource Partners Lp

Removal of the General Partner. The General Partner may be removed if such removal is approved by the Unitholders holding at least ~~662/3~~66 2/3% of the Outstanding Units (including Units held by the General Partner and its Affiliates)) voting as a single class. Any such action by such holders for removal of the General Partner must also provide for the election of a successor General Partner by the Unitholders holding a majority of the ~~outstanding~~ Outstanding Common ~~Units~~ Units, voting as a class (~~including~~ including, in each case, Units held by the General Partner and its Affiliates). Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Section 10.2. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section 10.2, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. The right of the holders of Outstanding Units to remove the General 135 Partner shall not exist or be exercised unless the Partnership has received an opinion opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section 10.2.

Appears in 2 contracts

Samples: Purchase Agreement (NGL Energy Partners LP), NGL Energy Partners LP

Removal of the General Partner. The General Partner may be removed if such removal is approved by the Unitholders holding at least ~~662/3~~66 2/3% of the Outstanding Units (including Units held by the General Partner and its Affiliates). Any such action by such holders for removal of the General Partner must also provide for the election of a successor General Partner by the Unitholders holding a majority of the ~~outstanding~~ Outstanding Common Units ~~voting as a class~~ (including Units held by the General Partner and its Affiliates). Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Section 10.2. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section 10.2, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. The right of the holders of Outstanding Units to remove the General Partner shall not exist or be exercised unless the Partnership has received an opinion opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section 10.2.

Appears in 2 contracts

Samples: Assignment and Assumption Agreement (USD Partners LP), USD Partners LP

Removal of the General Partner. The General Partner may be removed if such removal is approved by the Unitholders holding at least ~~662/3~~66-2/3% of the Outstanding Units (including Units held by the General Partner and its Affiliates)) voting as a single class. Any such action by such holders for removal of the General Partner must also provide for the election of a successor General Partner by the Unitholders holding a majority of the outstanding Common ~~Units~~ Units, voting as a class (including Units held by the General Partner and its Affiliates). Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Section ~~10.2~~10.3. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section ~~10.2~~10.3, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. The right of the holders of Outstanding Units to remove the General Partner shall not exist or be exercised unless the Partnership has received an opinion opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section ~~10.2~~10.3.

Appears in 2 contracts

Samples: CSI Compressco LP, CSI Compressco LP

Removal of the General Partner. The General Partner may be removed if such removal is approved by the Unitholders holding at least ~~662/3~~66 2/3% of the Outstanding Units (including Units held by the General Partner and its Affiliates)) voting as a single class. Any such action by such holders for removal of the General Partner must also provide for the election of a successor General Partner by the Unitholders holding a majority of the outstanding Common Units ~~voting as a class~~ (including Common Units held by the General Partner and its Affiliates). Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Section 10.2. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section 10.2, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. The right of the holders of Outstanding Units to remove the General Partner shall not exist or be exercised unless the Partnership has received an opinion opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section 10.2.

Appears in 2 contracts

Samples: Andeavor Logistics Lp, Andeavor Logistics Lp

Removal of the General Partner. The General Partner may be removed if such removal is approved by the Unitholders holding at least ~~662/3~~80% of the Outstanding Units (including Units held by the General Partner and its Affiliates)) voting as a single class. Any such action by such holders for removal of the General Partner must also provide for the election of a successor General Partner by the Unitholders holding a majority of the outstanding Common Units voting as a class (including Units held by the General Partner and its Affiliates). Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Section ~~10.2~~10.3. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section ~~10.2~~10.3, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. The right of the holders of Outstanding Units to remove the General Partner shall not exist or be exercised unless the Partnership has received an opinion opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section ~~10.2~~10.3. The percentage of the Outstanding Units required to remove the General Partner may be amended by the General Partner as described in Section 13.1 hereof.

Appears in 2 contracts

Samples: Central Energy Partners Lp, Central Energy Partners Lp

Removal of the General Partner. The General Partner may be removed if such removal is approved by the Unitholders holding at least ~~662/3%~~ 66⅔% of the Outstanding Units (including Units held by the General Partner and its Affiliates), voting as a single class. Any such action by such holders or the Board of Directors for removal of the General Partner must also provide for the election of a successor General Partner by the ~~Unitholders holding a~~ majority vote of the outstanding Common Units and Class B Units, voting together as a ~~class (including Units held by the General Partner and its Affiliates)~~single class. Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Section ~~10.2~~10.3. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section ~~10.2~~10.3, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. The right of the holders of Outstanding Units to remove the General Partner shall not exist or be exercised unless the Partnership has received an ~~opinion~~ Opinion of Counsel opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section ~~10.2~~10.3.

Appears in 2 contracts

Samples: Exchange Agreement (KNOT Offshore Partners LP), KNOT Offshore Partners LP

Removal of the General Partner. The General Partner may be removed if such removal is approved by the Unitholders holding at least ~~662/3%~~ two- thirds of the Outstanding Common Units (including Common Units held by the General Partner and its Affiliates). Any such action by such holders for removal of the General Partner must also provide for the election of a successor General Partner by the Unitholders holding a majority of ~~the outstanding~~ Outstanding Common Units ~~voting as a class~~ (including Common Units held by the General Partner and its Affiliates). Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Section 10.2. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section 10.2, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. The right of the holders of Outstanding Units to remove the General Partner shall not exist or be exercised unless the Partnership has received an opinion opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section 10.2.

Appears in 1 contract

Samples: Atlas Growth Partners, L.P.

Removal of the General Partner. The General Partner may be removed if such removal is approved by the Unitholders holding at least ~~662/3~~66 2∕3% of the Outstanding Units (including Units held by the General Partner and its Affiliates), voting as a single class. Any such action by such holders for removal of the General Partner must also provide for the election of a successor General Partner by the ~~Unitholders holding a~~ majority vote of the outstanding Common Units and Subordinated Units, voting together as a ~~class (including Units held by the General Partner and its Affiliates)~~single class. Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Section ~~10.2~~10.3. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section ~~10.2~~10.3, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. The right of the holders of Outstanding Units to remove the General Partner shall not exist or be exercised unless the Partnership has received an ~~opinion~~ Opinion of Counsel opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section ~~10.2~~10.3.

Appears in 1 contract

Samples: Agreement

Removal of the General Partner. The General Partner may be removed if such removal is both (i) for Cause and (ii) approved by the Unitholders holding at least ~~662/3~~66 2/3% of the Outstanding Units (including Units held by the General Partner and its Affiliates)) voting as a single class. Any such action by such holders for removal of the General Partner must also provide for the election of a successor General Partner by the Unitholders holding a ~~majority of the outstanding Common Units voting as a class (including Units held by the General Partner and its Affiliates)~~Unit Majority. Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Section 10.2. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section 10.2, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. The right of the holders of Outstanding Units to remove the General Partner shall not exist or be exercised unless the Partnership has received an opinion opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section 10.2.

Appears in 1 contract

Samples: Kimbell Royalty Partners, LP

Removal of the General Partner. The General Partner may be removed if such removal is approved by the Unitholders holding at least ~~662/3~~66 2/3% of the Outstanding Units (including Units held by the General Partner and its Affiliates)) voting as a single class. Any such action by such holders for removal of the General Partner must also provide for the election of a successor General Partner by the Unitholders holding a majority of the outstanding ~~Common~~ Units voting as a single class (including Units held by the General Partner and its Affiliates). Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Section ~~10.2~~10.3. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section ~~10.2~~10.3, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. The right of the holders of Outstanding Units to remove the General Partner shall not exist or be exercised unless the Partnership has received an opinion opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section ~~10.2.~~10.3. 84

Appears in 1 contract

Samples: Legacy Reserves Lp

Removal of the General Partner. The General Partner may be removed if such removal is approved by the Unitholders holding at least ~~662/3~~66 2/3% of the Outstanding Common Units (including Units held by the General Partner and its Affiliates)) voting as a single class. Any such action by such holders for removal of the General Partner must also provide for the election of a successor General Partner by the Unitholders holding a majority of the outstanding Common Units voting as a class (including Units held by the General Partner and its Affiliates). Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Section 10.2. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section 10.2, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. The right of the holders of Outstanding Units to remove the General Partner shall not exist or be exercised unless the Partnership has received an opinion opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section 10.2.

Appears in 1 contract

Samples: Summit Midstream Partners, LP

Removal of the General Partner. The General Partner may ------------------------------- be removed if such removal is approved by the Unitholders holding at least ~~662/3~~80% of the Outstanding Units (including Units held by the General Partner and its Affiliates). Any such action by such holders for removal of the General Partner must also provide for the election of a successor General Partner by the Unitholders holding a majority of the outstanding Common Units voting as a class (including Units held by the General Partner and its Affiliates). Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Section ~~10.2~~10.3. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section ~~10.2~~10.3, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. The right of the holders of Outstanding Units to remove the General Partner shall not exist or be exercised unless the Partnership has received an opinion opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section ~~10.2~~10.3. The percentage of the Outstanding Units required to remove the General Partner may be amended by the General Partner as described in Section 13.1 hereof.

Appears in 1 contract

Samples: Penn Octane Corp

Removal of the General Partner. The General Partner may be removed if such removal is approved by the Unitholders holding at least ~~662/3~~66 2/3% of the Outstanding Units (including Units held by the General Partner and its Affiliates)) voting as a single class. Any such action by such holders for removal of the General Partner must also provide for the election of a successor General Partner by the Unitholders holding a ~~majority of the outstanding Common Units voting as a class~~ Unit Majority (including Units held by the General Partner and its Affiliates). Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Section 10.2. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section 10.2, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. The right of the holders of Outstanding Units to remove the General Partner shall not exist or be exercised unless the Partnership has received an opinion opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section 10.2.

Appears in 1 contract

Samples: Agreement (Alon USA Partners, LP)

Removal of the General Partner. (a) The General Partner may be removed if such removal is approved by the Unitholders holding at least ~~662/3%~~ 66⅔% of the Outstanding Units (including Units held by the General Partner and its Affiliates). Any such action by such holders for removal of the General Partner must also provide for the election of a successor General Partner by the Unitholders holding a majority of the outstanding Common Units voting as a class (including Units held by the General Partner and its Affiliates). Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Section 10.2. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section 10.2, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. The right of the holders of Outstanding Units to remove the General Partner shall not exist or be exercised unless the Partnership has received an opinion opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section 10.2.

Appears in 1 contract

Samples: EnLink Midstream, LLC

Removal of the General Partner. The General Partner may be removed if such removal is approved by the Unitholders holding at least 662/3% of the Outstanding Units (including Units held by the General Partner and its Affiliates), voting as a single class. Any such action by such holders or the Board of Directors for removal of the General Partner must also provide for the election of a successor General Partner by the ~~Unitholders holding a~~ majority vote of the outstanding Common Units and Subordinated Units, voting together as a ~~class (including Units held by the General Partner and its Affiliates)~~single class. Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Section ~~10.2~~10.3. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section ~~10.2~~10.3, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. The right of the holders of Outstanding Units to remove the General Partner shall not exist or be exercised unless the Partnership has received an ~~opinion~~ Opinion of Counsel opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section ~~10.2~~10.3.

Appears in 1 contract

Samples: Golar LNG Partners LP

Removal of the General Partner. The General Partner may be removed if such removal is approved by the Unitholders holding at least ~~662/3~~75% of the Outstanding Units (including Units held by the General Partner and its Affiliates), voting as a single class. Any such action by such holders or the Board of Directors for removal of the General Partner must also provide for the election of a successor General Partner by the ~~Unitholders holding a~~ majority vote of the outstanding Common Units and Subordinated Units, voting together as a ~~class (including Units held by the General Partner and its Affiliates)~~single class. Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Section ~~10.2~~10.3. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section ~~10.2~~10.3, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. The right of the holders of Outstanding Units to remove the General Partner shall not exist or be exercised unless the Partnership has received an ~~opinion~~ Opinion of Counsel opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section ~~10.2~~10.3.

Appears in 1 contract

Samples: Hoegh LNG Partners LP

Removal of the General Partner. (a) The General Partner may be removed if such removal is approved by the Unitholders holding at least ~~662/3~~66- 2/3% of the Outstanding Units (including Units held by the General Partner and its Affiliates). Any such action by such holders for removal of the General Partner must also provide for the election of a successor General Partner by the Unitholders holding a majority of the outstanding Common Units voting as a class (including Units held by the General Partner and its Affiliates). Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Section 10.2. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this Section ~~11.2~~11.2(a), such Person shall, upon admission pursuant to Section 10.2, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. The right of the holders of Outstanding Units to remove the General Partner shall not exist or be exercised unless the Partnership has received an opinion opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section 10.2.

Appears in 1 contract

Samples: Preferred Unit Purchase Agreement

Removal of the General Partner. The General Partner may be removed if such removal is approved by the Unitholders holding at least ~~662/3~~66 2/3% of the Outstanding Common Units (including Units held by the General Partner and its Affiliates)) voting as a single class. Any such action by such holders for removal of the General Partner must also provide for the election of a successor General Partner by the Unitholders holding a ~~majority of the outstanding Common Units voting as a class~~ Unit Majority (including Common Units held by the General Partner and its Affiliates). Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Section 10.2. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section 10.2, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. The right of the holders of Outstanding Units to remove the General Partner shall not exist or be exercised unless the Partnership has received an opinion opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section 10.2.

Appears in 1 contract

Samples: Landmark Infrastructure Partners LP

Removal of the General Partner. ‌ The General Partner may be removed if such removal is approved by the Unitholders holding at least ~~662/3~~66 2/3% of the Outstanding Units (including Units held by the General Partner and its Affiliates). Any such action by such holders for removal of the General Partner must also provide for the election of a successor General Partner by the Unitholders holding a majority of the outstanding Common Units voting as a class (including Units held by the General Partner and its Affiliates). Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Section ~~10.2~~10.3. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section ~~10.2~~10.3, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. The right of the holders of Outstanding Units to remove the General Partner shall not exist or be exercised unless the Partnership has received an opinion opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section ~~10.2~~10.3.

Appears in 1 contract

Samples: ir.energytransfer.com

Removal of the General Partner. The General Partner may be removed if such removal is approved by the Unitholders holding at least ~~662/3~~66 2/3% of the Outstanding Units (including Units held by the General Partner and its Affiliates)) voting as a single class. Any such action by such holders for removal of the General Partner must also provide for the election of a successor General Partner by the Unitholders holding a majority of the ~~outstanding~~ Outstanding Common ~~Units~~ Units, voting as a class (including Units held by the General Partner and its Affiliates). Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Section 10.2. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section 10.2, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. The right of the holders of Outstanding Units to remove the General Partner shall not exist or be exercised unless the Partnership has received an opinion opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section 10.2.

Appears in 1 contract

Samples: Agreement (Inergy Midstream, L.P.)

Appears in 1 contract

Samples: Management Services Agreement (NextEra Energy Partners, LP)

Removal of the General Partner. The General Partner may not be removed without Cause. If Cause exists the General Partner may be removed if such removal is approved by the ~~Unitholders holding at least 662/3%~~ holders of ~~the Outstanding Units~~ a Two-Thirds Interest (including ~~Units~~ Limited Partner Interests held by the General Partner and its Affiliates). Any such action by such holders for removal of the General Partner must also provide for the election of a successor General Partner by the ~~Unitholders holding~~ holders of a ~~majority of the outstanding Common Units voting as a class~~ Two-Thirds Interest (including ~~Units~~ Limited Partner Interests held by the General Partner and its Affiliates). Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Section ~~10.2~~10.3. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner ~~or managing member, to the extent applicable,~~ of the other Group Members of which the General Partner is a general ~~partner or a managing member~~partner. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section ~~10.2~~10.3, automatically become a successor general partner ~~or managing member, to the extent applicable,~~ of the other Group Members of which the General Partner is a general ~~partner or a managing member~~partner. The right of the ~~holders of Outstanding Units~~ Limited Partners to remove the General Partner pursuant to this Section 11.2 shall not exist or be exercised unless the Partnership has received an opinion opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section ~~10.2~~10.3.

Appears in 1 contract

Samples: Genesis Energy Lp

Removal of the General Partner. The General Partner may be removed if such removal is approved by the ~~Unitholders~~ Partners holding at least ~~662/3~~66 2/3% of the Outstanding Units (including Units held by the General Partner and its Affiliates)) voting as a single class. Any such action by such holders for removal of the General Partner must also provide for the election of a successor General Partner by the ~~Unitholders~~ Partners holding a majority of the outstanding Common Units ~~voting as a class~~ (including Common Units held by the General Partner and its Affiliates). Such removal shall be effective 52 immediately following the admission of a successor General Partner pursuant to Section 10.2. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section 10.2, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. The right of the ~~holders of Outstanding Units~~ Partners to remove the General Partner shall not exist or be exercised unless the Partnership has received an opinion opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section 10.2.

Appears in 1 contract

Samples: Partnership Agreement (CVR Refining, LP)

Removal of the General Partner. The General Partner may be removed if such removal is approved by the Unitholders holding at least ~~662/3~~66 2⁄3% of the Outstanding Units (including Units held by the General Partner and its Affiliates)) voting as a single class. Any such action by such holders for removal of the General Partner must also provide for the election of a successor General Partner by the Unitholders holding a majority of the ~~outstanding~~ Outstanding Common Units ~~voting as a class~~ (including Common Units held by the General Partner and its Affiliates). Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Section 10.2. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section 10.2, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. The right of the holders of Outstanding Units to remove the General Partner shall not exist or be exercised unless the Partnership has received an opinion opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section 10.2.

Appears in 1 contract

Samples: OCI Partners LP

Removal of the General Partner. The General Partner may not be removed without Cause. If Cause exists the General Partner may be removed if such removal is approved by the ~~Unitholders holding at least 662/3%~~ holders of ~~the Outstanding Units~~ a Two-Thirds Interest (including ~~Units~~ Limited Partner Interests held by the General Partner and its Affiliates). Any such action by such holders for removal of the General Partner must also provide for the election of a successor General Partner by the ~~Unitholders holding~~ holders of a ~~majority of the outstanding Common Units voting as a class~~ Two-Thirds Interest (including ~~Units~~ Limited Partner Interests held by the General Partner and its Affiliates). Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Section ~~10.2~~10.3. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner ~~or managing member, to the extent applicable,~~ of the other Group Members of which the General Partner is a general ~~partner or a managing member~~partner. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section ~~10.2~~10.3, automatically become a successor general partner or managing ~~member, to the extent applicable,~~ member of the other Group Members of which the General Partner is a general ~~partner or a managing member~~partner. The right of the ~~holders of Outstanding Units~~ Limited Partners to remove the General Partner pursuant to this Section 11.2 shall not exist or be exercised unless the Partnership has received an opinion opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section ~~10.2~~10.3.

Appears in 1 contract

Samples: Genesis Energy Lp

Removal of the General Partner. The General Partner may be removed if such removal is approved by the Unitholders holding at least ~~662/3~~66 2/3% of the Outstanding Units (including Units held by the General Partner and its Affiliates)) voting as a single class. Any such action by such holders for removal of the General Partner must also provide for the election of a successor General Partner by the Unitholders holding a ~~majority of the outstanding Common Units voting as a class~~ Unit Majority (including Units held by the General Partner and its Affiliates). Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Section 10.2. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section 10.2, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. The right of the holders of Outstanding Units to remove the General Partner shall not exist or be exercised unless the Partnership has received an opinion opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section 10.2.. ALON USA PARTNERS, LP FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

Appears in 1 contract

Samples: Alon USA Partners, LP

Removal of the General Partner. The General Partner may not be removed if unless the removal is for Cause and such removal is approved by the ~~Unitholders~~ Shareholders holding at least ~~662/3~~80% of the Outstanding ~~Units~~ Shares (including ~~Units~~ Shares held by the General Partner and its Affiliates)) voting as a single class. Any such action by such holders for removal of the General Partner must also provide for the election of a successor General Partner by ~~the Unitholders holding~~ a ~~majority of the outstanding Common Units voting as a class~~ Share Majority (including ~~Units~~ Shares held by the General Partner and its Affiliates). Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Section 10.2. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section 10.2, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. The right of the holders of Outstanding ~~Units~~ Shares to remove the General Partner shall not exist or be exercised unless the Partnership has received an opinion opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section 10.2.

Appears in 1 contract

Samples: Antero Midstream GP LP

Removal of the General Partner. The General Partner may be removed if such removal is approved by the Unitholders holding at least ~~662/3~~66 2/3% of the Outstanding Units (including Units held by the General Partner and its Affiliates)) voting as a single class. Any such action by such holders for removal of the General Partner must also provide for the election of a successor General Partner by the Unitholders holding a majority of the ~~outstanding~~ Outstanding Common Units ~~voting as a class~~ (including Units held by the General Partner and its Affiliates). Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Section 10.2. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section 10.2, automatically become a PBF Logistics LP Third Amended and Restated Agreement of Limited Partnership WAS:215692.2 successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. The right of the holders of Outstanding Units to remove the General Partner shall not exist or be exercised unless the Partnership has received an opinion opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section 10.2.

Appears in 1 contract

Samples: PBF Logistics LP

Removal of the General Partner. The General Partner may be removed if such removal is approved by the Unitholders holding at least ~~662/3~~66 2⁄3% of the Outstanding Units (including Units held by the General Partner and its Affiliates), voting as a single class. Any such action by such holders for removal of the General Partner must also provide for the election of a successor General Partner by the ~~Unitholders holding a~~ majority vote of the outstanding Common Units and Subordinated Units, voting together as a ~~class (including Units held by the General Partner and its Affiliates)~~single class. Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Section ~~10.2~~10.3. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section ~~10.2~~10.3, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. The right of the holders of Outstanding Units to remove the General Partner shall not exist or be exercised unless the Partnership has received an ~~opinion~~ Opinion of Counsel opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section ~~10.2~~10.3.

Appears in 1 contract

Samples: VTTI Energy Partners LP

Removal of the General Partner. The General Partner may be removed if such removal is approved by the Unitholders holding at least ~~662/3~~66 2⁄3% of the Outstanding Common Units (including Common Units held by the General Partner and its Affiliates), voting as a single class. Any such action by such holders or the Board of Directors for removal of the General Partner must also provide for the election of a successor General Partner by the ~~Unitholders holding a~~ majority vote of the ~~outstanding~~ Outstanding Common ~~Units~~ Units, voting together as a ~~class (including Units held by the General Partner and its Affiliates)~~single class. Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Section ~~10.2~~10.3. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section ~~10.2~~10.3, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. The right of the holders of Outstanding Common Units to remove the General Partner shall not exist or be exercised unless the Partnership has received an ~~opinion~~ Opinion of Counsel opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section ~~10.2~~10.3.

Appears in 1 contract

Samples: Dynagas LNG Partners LP

Removal of the General Partner. The General Partner may be removed if such removal is approved by the Unitholders holding at least ~~662/3~~66 2/3% of the Outstanding Common Units (including Common Units held by the General Partner and its Affiliates). Any such action by such holders for removal of the General Partner must also provide for the election of a successor General Partner by the Unitholders holding a majority of ~~the outstanding~~ Outstanding Common Units ~~voting as a class~~ (including Common Units held by the General Partner and its Affiliates). Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Section 10.2. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section 10.2, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. The right of the holders of Outstanding Common Units to remove the General Partner shall not exist or be exercised unless the Partnership has received an opinion opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section 10.2.

Appears in 1 contract

Samples: Magellan Midstream Holdings Lp

Removal of the General Partner. The General Partner may be removed if such removal is both (i) for Cause and (ii) approved by the Unitholders holding at least ~~662/3~~66 2/3% of the Outstanding Units (including Common Units and Class B Units held by the General Partner and its Affiliates)) voting as a single class. Any such action by such holders for removal of the General Partner must also provide for the election of a successor General Partner by the Unitholders holding a ~~majority of the outstanding Common Units voting as a class (including Units held by the General Partner and its Affiliates)~~Unit Majority. Such removal shall be effective immediately following the admission of a successor General Partner pursuant to ~~Section~~ ‎Section 10.2. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this ~~Section~~ ‎Section 11.2, such Person shall, upon admission pursuant to ~~Section~~ ‎Section 10.2, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. The right of the holders of Outstanding Units to remove the General Partner shall not exist or be exercised unless the Partnership has received an opinion opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this ~~Section~~ ‎Section 11.2 shall be subject to the provisions of ~~Section~~ ‎Section 10.2.

Appears in 1 contract

Samples: Kimbell Royalty Partners, LP

Removal of the General Partner. The General Partner may be removed if such removal is both (i) for Cause and (ii) approved by the Unitholders holding at least ~~662/3~~66 2/3% of the Outstanding Units (including Common Units and Class B Units held by the General Partner and its Affiliates)) voting as a single class. Any such action by such holders for removal of the General Partner must also provide for the election of a successor General Partner by the Unitholders holding a ~~majority of the outstanding Common Units voting as a class (including Units held by the General Partner and its Affiliates)~~Unit Majority. Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Section 10.2. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section 10.2, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. The right of the holders of Outstanding Units to remove the General Partner shall not exist or be exercised unless the Partnership has received an opinion opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section 10.2.

Appears in 1 contract

Samples: Kimbell Royalty Partners, LP

Removal of the General Partner. The General Partner may be removed if such removal is approved by the Unitholders holding at least ~~662/3~~66 2/3% of the Outstanding Common Units (including Common Units held by the General Partner and its Affiliates). Any such action by such holders for removal of the General Partner must also provide for the election of a successor General Partner by the Unitholders holding a majority of the ~~outstanding~~ Outstanding Common Units ~~voting as a class~~ (including Common Units held by the General Partner and its Affiliates). Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Section 10.2. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section 10.2, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. The right of the holders of Outstanding Units to remove the General Partner shall not exist or be exercised unless the Partnership has received an opinion opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section 10.2.

Appears in 1 contract

Samples: Joinder Agreement (DCP Midstream, LP)

Removal of the General Partner. The General Partner may be removed if such removal is approved by the Unitholders holding at least ~~662/3~~80% of the Outstanding Units (including Units held by the General Partner and its Affiliates)) voting as a single class. Any such action by such holders for removal of the General Partner must also provide for the election of a successor General Partner by the Unitholders holding a majority of the ~~outstanding Common~~ Outstanding Units ~~voting as a class~~ (~~including~~ including, in each case, Units held by the General Partner and its Affiliates). Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Section 10.2. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section 10.2, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member, and is hereby authorized to, and shall, continue the business of the Partnership, and, to the extent applicable, the other Group Members, without dissolution. The right of the holders of Outstanding Units to remove the General Partner shall not exist or be exercised unless the Partnership has received an opinion opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section 10.2.

Appears in 1 contract

Samples: Agreement (Western Gas Equity Partners, LP)

Removal of the General Partner. The General Partner may be removed if such removal is approved by the Unitholders holding at least ~~662/3~~66 2/3% of the Outstanding Units (including Units held by the General Partner and its Affiliates)) voting as a single class. Any such action by such holders for removal of the General Partner must also provide for the election of a successor General Partner by the Unitholders holding a majority of the ~~outstanding~~ Outstanding Common Units ~~voting as a class~~ (including Units held by the General Partner and its Affiliates). Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Section ~~10.2~~10.3. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section ~~10.2~~10.3, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. The right of the holders of Outstanding Units to remove the General Partner shall not exist or be exercised unless the Partnership has received an opinion opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section ~~10.2~~10.3.

Appears in 1 contract

Samples: Partnership Agreement (CrossAmerica Partners LP)

Removal of the General Partner. The General Partner may be removed if such removal is approved by the Unitholders holding at least ~~662/3~~66 2/3% of the Outstanding Units (including Units held by the General Partner and its Affiliates)) voting as a single class. Any such action by such holders for removal of the General Partner must also provide for the election of a successor General Partner by the Unitholders holding a majority of the outstanding Common ~~Units~~ Units, voting as a class (including Units held by the General Partner and its Affiliates). Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Section 10.2. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section 10.2, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. The right of the holders of Outstanding Units to remove the General Partner shall not exist or be exercised unless the Partnership has received an opinion opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section 10.2.

Appears in 1 contract

Samples: Williams Partners L.P.

Removal of the General Partner. The General Partner may be removed if such removal is approved by the Unitholders holding at least ~~662/3~~66 2/3% of the Outstanding Units (including Units held by the General Partner and its Affiliates)) voting as a single class. Any such action by such holders for removal of the General Partner must also provide for the election of a successor General Partner by the Unitholders holding a majority of the outstanding Common Units ~~voting as a class~~ (including Units held by the General Partner and its Affiliates). Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Section 10.2. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section 10.2, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. The right of the holders of Outstanding Units to remove the General Partner shall not exist or be exercised unless the Partnership has received an opinion opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section 10.2.

Appears in 1 contract

Samples: Delek Logistics Partners, LP

Removal of the General Partner. The General Partner may be removed if such removal is approved by the Unitholders holding at least ~~662/3~~66 2 / 3 % of the Outstanding Units (including Units held by the General Partner and its Affiliates). Any such action by such holders for removal of the General Partner must also provide for the election of a successor General Partner by the Unitholders holding a majority of ~~the outstanding Common~~ Outstanding Units ~~voting as a class~~ (including Units held by the General Partner and its Affiliates). Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Section 10.2. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section 10.2, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. The right of the holders of Outstanding Units to remove the General Partner shall not exist or be exercised unless the Partnership has received an opinion opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section 10.2.

Appears in 1 contract

Samples: Energy Transfer LP

Removal of the General Partner. ~~The General Partner~~ Subject to the provisions hereof, Yorktown may ~~be removed if such removal is approved by the Unitholders holding at least 662/3% of the Outstanding Units (including Units held by~~ unilaterally remove the General Partner and ~~its Affiliates). Any such action by such holders for removal of the~~ select a new General Partner ~~must also provide for~~ to operate an carry on the ~~election of a successor General Partner by the Unitholders holding a majority of the outstanding Common Units voting as a class (including Units held by the General Partner and its Affiliates)~~business. Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Section 10.2. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section 10.2, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. The right of the holders of Outstanding Units to remove the General Partner shall not exist or be exercised unless the Partnership has received an opinion opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section 10.2.

Appears in 1 contract

Samples: Armstrong Resource Partners, L.P.

Removal of the General Partner. The General Partner may be removed if such removal is approved by the Unitholders holding at least ~~662/3~~66 2⁄3% of the Outstanding Units (including Units held by the General Partner and its Affiliates)) voting as a single class. Any such action by such holders for removal of the General Partner must also provide for the election of a successor General Partner by the Unitholders holding a majority of the outstanding Common Units ~~voting as a class~~ (~~including~~ including, in each case, Units held by the General Partner and its Affiliates). Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Section ~~10.2~~10.3. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section ~~10.2~~10.3, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. The right of the holders of Outstanding Units to remove the General Partner shall not exist or be exercised unless the Partnership has received an opinion opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section ~~10.2~~10.3.

Appears in 1 contract

Samples: Targa Resources Partners LP

Removal of the General Partner. The General Partner may be removed if such removal is approved by the ~~Unitholders~~ Partners holding at least ~~662/3~~66-2/3% of the Outstanding Units (including Units held by the General Partner and its Affiliates)) voting as a single class. Any such action by such holders for removal of the General Partner must also provide for the election of a successor General Partner by the ~~Unitholders~~ Partners holding a majority of the ~~outstanding~~ Outstanding Common Units ~~voting as a class~~ Table of Contents (including Common Units held by the General Partner and its Affiliates). Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Section 10.2. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section 10.2, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. The right of the ~~holders of Outstanding Units~~ Partners to remove the General Partner shall not exist or be exercised unless the Partnership has received an opinion opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section 10.2.

Appears in 1 contract

Samples: Rentech Nitrogen Partners, L.P.

Removal of the General Partner. The General Partner may be removed if such removal is approved by the Unitholders holding at least ~~662/3~~66 2/3% of the Outstanding Units (including Units held by the General Partner and its Affiliates)) voting as a single class. Any such action by such holders for removal of the General Partner must also provide for the election of a successor General Partner by the Unitholders holding a majority of the ~~outstanding~~ Outstanding Common ~~Units~~ Units, voting as a class, and a majority of the Outstanding Subordinated Units, voting as a class (~~including~~ including, in each case, Units held by the General Partner and its Affiliates). Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Section 10.2. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon WESTERN REFINING LOGISTICS, LP SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP 82 admission pursuant to Section 10.2, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. The right of the holders of Outstanding Units to remove the General Partner shall not exist or be exercised unless the Partnership has received an opinion opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section 10.2.

Appears in 1 contract

Samples: Western Refining Logistics, LP

Removal of the General Partner. The General Partner may be removed if such removal is approved by the Unitholders holding at least 662/3% of the Outstanding Common Units (including Common Units held by the General Partner and its Affiliates), voting as a single class. Any such action by such holders or the Board of Directors for removal of the General Partner must also provide for the election of a successor General Partner by the ~~Unitholders holding a~~ majority vote of the ~~outstanding~~ Outstanding Common Units voting together as a ~~class (including Units held by the General Partner and its Affiliates)~~single class. Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Section ~~10.2~~10.3. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section ~~10.2~~10.3, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. The right of the holders of Outstanding Common Units to remove the General Partner shall not exist or be exercised unless the Partnership has received an ~~opinion~~ Opinion of Counsel opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section ~~10.2~~10.3.

Appears in 1 contract

Samples: Golar LNG Partners LP

Removal of the General Partner. The General Partner may not be removed if unless the removal is for Cause and such removal is approved by the Unitholders holding at least ~~662/3~~66 2/3% of the Outstanding Units (including Units held by the General Partner and its Affiliates)) voting as a single class. Any such action by such holders for removal of the General Partner must also provide for the election of a successor General Partner by the OASIS MIDSTREAM PARTNERS LP AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP Unitholders holding a majority of the ~~outstanding~~ Outstanding Common ~~Units~~ Units, voting as a class, and a majority of the Outstanding Subordinated Units, voting as a class (~~including~~ including, in each case, Units held by the General Partner and its Affiliates). Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Section 10.2. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section 10.2, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. The right of the holders of Outstanding Units to remove the General Partner shall not exist or be exercised unless the Partnership has received an opinion opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section 10.2.

Appears in 1 contract

Samples: Oasis Midstream Partners LP

Common use of Removal of the General Partner Clause in Contracts