Ordinary Partners definition
Examples of Ordinary Partners in a sentence
Minutes, when signed by the Chairman of the meeting of Ordinary Partners, shall be prima facie evidence of the matters therein stated and, until the contrary is proved, every such meeting in respect of which minutes shall have been made shall be taken to have been duly held and convened, and all Resolutions passed or proceedings taken as referred to in the minutes shall be deemed to have been duly passed and taken in accordance with this Agreement.
Subject to Section 5.2, Class A Units are not transferable by the Managing Partner without the prior approval of the Ordinary Partners by Special Resolution, which shall not be unreasonably withheld provided that such Units are transferred to an affiliate of Sprott Inc.
With the exception of Special Resolutions, each Resolution to be voted on at a meeting of Ordinary Partners shall be decided by a show of hands unless a poll is demanded by any person entitled to vote at the meeting in which case a poll shall be taken by the Chairman of the meeting.
Minutes of all Resolutions passed and proceedings taken at every meeting of Ordinary Partners shall be made and recorded in a minute book by the Managing Partner.
The Managing Partner may require those Ordinary Partners who are non-residents of Canada for the purposes of the Tax Act, or a partnership that is not a “Canadian partnership” for the purposes of the Tax Act, to sell their Units to persons resident in Canada for purposes of the Tax Act or partnerships that are “Canadian partnerships” for purposes of the Tax Act.
A special meeting of the Ordinary Partners may be called at any time by the Managing Partner and shall be called by the Managing Partner upon written request signed by at least one Ordinary Partner entitled to vote.
The Ordinary Partners and the Managing Partner shall continue to have the right to receive the distributions in accordance with Article 8 during the period of liquidation in the same proportions as before dissolution and the Managing Partner shall be entitled to a pro-rated amount of such distributions reflecting the portion of the year during which the Managing Partner managed the Partnership prior to its winding up and liquidation.
The Ordinary Partners shall not have the right to withdraw or to make any demand for withdrawal of any amount of income or capital from the Partnership or to receive any allocation or distribution from the Partnership except as expressly provided in this Agreement.
Each Ordinary Partner or its auditor or any regulatory body having jurisdiction over the Ordinary Partners shall have, during reasonable business hours and upon reasonable notice, access to the books of the Partnership and in addition, at his or her expense, shall have the right to copy such books and to require, at any time, an audit of the Partnership’s books of account.
Each of the Ordinary Partners may subsequently, from time to time, subscribe for and purchase additional Class B Units (each a “Subsequent Capital Contribution”).