BHC Partners Sample Clauses

BHC Partners. If a BHC Partner shall deliver to the General Partner an opinion, in form and substance reasonably satisfactory to the General Partner, from counsel reasonably satisfactory to the General Partner (which may be staff counsel regularly employed by such BHC Partner), that, as a result of Regulation Y, the partial withdrawal of such BHC Partner from the Partnership is necessary so that the Interest of such BHC Partner in the Partnership does not exceed twenty-four and ninety-nine one-hundredths percent (24.99%) of the aggregate Interests of all the Partners, any such BHC Partner may assign that portion of its Interest to a third party that would result in a reduction in such BHC Partner’s Interest to below twenty-four and ninety-nine one-hundredths percent (24.99%) in a transaction that complies with Section 10.1. If a BHC Partner has not disposed of the portion of its Interest that is sufficient to prevent a violation of Regulation Y, then, notwithstanding anything to the contrary herein, the General Partner shall have the right, but not the obligation, upon fifteen (15) days’ prior written notice, to:
Sample 1Sample 2Sample 3See All (5)
AutoNDA by SimpleDocs
BHC Partners. (a) Notwithstanding any other provision of this Agreement, all BHC Partners shall be subject to the limitations on voting set forth in this Section 11.3. If at any time a BHC Partner holds an interest in the Partnership that would otherwise represent 5% or more of the total voting interests in the Partnership, such BHC Partner may not vote any portion of its interest in the Partnership representing in excess of 4.99% of the interests in the Partnership entitled to vote. Whenever the vote, consent or decision of a Limited Partner is required or permitted pursuant to this Agreement, a BHC Partner shall not be entitled to participate in such vote or consent, or to make such decision, with respect to the portion of such BHC Partner’s interest in excess of 4.99% (or such other amount as may be permitted by applicable regulations to be held by a BHC Partner as voting securities without reference to section 4(k) of the BHC Act) of the interests in the Partnership, and such vote, consent or decision shall be tabulated or made as if such BHC Partner were not a Partner with respect to such BHC Partner’s interest in excess of 4.99% (or such other amount as may be permitted by applicable regulations to be held by a BHC Partner as voting securities without reference to section 4(k) of the BHC Act) of the interests in the Partnership. Notwithstanding the foregoing, a BHC Partner will not be subject to the 4.99% voting limitation with respect to any vote, consent or decision that would be permitted for “nonvoting securities” as defined under the BHC Act and its implementing regulations (12 C.F.R. § 225.2(q)(2)), including any vote for the removal of the General Partner in accordance with this Agreement, or to replace the General Partner due to incapacitation or following the removal of the General Partner in accordance with this Agreement.
Sample 1Sample 2Sample 3See All (4)
BHC Partners. If a BHC Partner shall deliver to the General Partner an opinion, in form and substance reasonably satisfactory to the General Partner, from counsel reasonably satisfactory to the General Partner (which may be staff counsel regularly employed by such BHC Partner), that, as a result of Regulation Y, the partial withdrawal of such BHC Partner from the Fund is necessary so that the Interest of such BHC Partner in the Fund does not exceed 24.99% of the aggregate Interests of all the Partners, any such BHC Partner may assign that portion of its Interest to a third party that would result in a reduction in such BHC Partner’s Interest to below 24.99% in a transaction that complies with Section 11.1. If a BHC Partner has not disposed of the portion of its Interest that is sufficient to prevent a violation of Regulation Y, then, notwithstanding anything to the contrary herein, the General Partner shall have the right, but not the obligation, upon fifteen (15) days prior written notice, to:
Sample 1
BHC Partners. (i) Any Interest held for its own account by a BHC Partner that is determined at the time of admission of such BHC Partner to be in excess of 4.99% (or such greater percentage as may be permitted by the BHC Act) of the Interests of the Limited Partners, excluding for purposes of calculating this percentage portions of any Interests that are non-voting interests pursuant to this Section 2.4(b) (collectively, the “Non-Voting Interests”), shall be a Non-Voting Interest (whether or not subsequently transferred in whole or in part to any other Person), except as provided in the following sentence. Upon the admission of any Additional Limited Partner (or increase in the Capital Commitment by a Subsequent Closing Partner) to or a withdrawal of any Limited Partner from the Partnership, a recalculation of the Interests held by all BHC Partners shall be made, and only that portion of the total Interest held by each BHC Partner (together with any Interest earlier transferred by such BHC Partner to any Person other than a BHC Affiliate of such BHC Partner) that is determined as of the date of such admission or withdrawal to be in excess of 4.99% (or such greater percentage as may be permitted by the BHC Act) of the Interests of the Limited Partners, excluding Non- Voting Interests as of such date, shall be a Non-Voting Interest. Non-Voting Interests shall not be counted as Interests of Limited Partners for purposes of determining under this Agreement whether any vote or consent required hereunder has been approved by the requisite percentage in Interest of the Limited Partners. Each BHC Partner hereby further irrevocably waives its corresponding right to vote for or consent to a successor general partner under the Delaware Act with respect to any Non-Voting Interest, which waiver shall be binding upon such BHC Partner and any Person that succeeds to its Interest. Notwithstanding any contrary provision in this Section 2.4(b)(i), any BHC Partner may elect at any time (an “Opt-Out Election”), by providing written notice thereof to the General Partner, not to be governed by this Section 2.4(b)(i), in which case none of the Interests held by such electing BHC Partner will be Non-Voting Interests. Any Opt-Out Election made by a BHC Partner may be rescinded at any time by providing a written notice thereof to the General Partner, and any such rescission will be irrevocable for the entire term of this Agreement. Except as provided in this Section 2.4(b), a limited partnership...
Sample 1
BHC Partners. (a) Except as provided in this Section 7.7, BHC Interests (whether or not subsequently transferred in whole or in part to any other Person) shall not be entitled to vote or consent with respect to any matter under this Agreement or the Delaware Act, and shall be deemed to have waived any rights to vote or consent with respect to such matters. To the extent permitted by the Delaware Act, BHC Interests shall not be counted as interests of Limited Partners for purposes of determining whether any vote required under this Agreement has been approved by the requisite percentage in interest of the Limited Partners; provided, that each BHC Partner will be permitted to vote such BHC Interest on: (i) any proposal to dissolve or continue the business of the Fund (but not on the selection of any successor general partner), and each BHC Partner irrevocably waives its right to vote its BHC Interest on the selection of a successor general partner under Section 17-801 of the Delaware Act, which waiver shall be binding upon such BHC Partner and any entity that succeeds to its BHC Interests in the Fund, and (ii) matters as to which non-voting shares are permitted to vote pursuant to 12 C.F.R. §225.2(q)(2), as in effect from time to time. Except as provided in the immediately preceding sentence, BHC Interests will not be counted as interests held by any Limited Partner for purposes of determining whether any vote or consent required has been approved under this Agreement or given by the requisite percentage of the Limited Partners. Except as provided in this Section 7.7, BHC Interests will be identical in all regards to all other interests held by Limited Partners.
Sample 1

Related to BHC Partners

  • General Partners Each Plains Entity or GP Entity that serves as a general partner of another Plains Entity or GP Entity has full corporate or limited liability company power and authority, as the case may be, to serve as general partner of such Plains Entity or GP Entity, in each case in all material respects, as disclosed in the Pricing Disclosure Package and the Prospectus.

  • Partners If the Partnership declines to purchase said ownership interest under said notice period, each Partner shall jointly and severally be given a first right of refusal within days’ notice to purchase the ownership interest under the same terms and conditions agreed upon by the potential buyer. If more than one (1) Partner agrees to purchase, they shall be obligated to share the terms of the purchase equally.

  • General Partner (a) The business, property and affairs of the Partnership shall be managed under the sole, absolute and exclusive direction of the General Partner, which may from time to time delegate authority to officers or to others to act on behalf of the Partnership.

  • Additional Partners (a) Effective on the first day of any month (or on such other date as shall be determined by the General Partner in its sole discretion), the General Partner shall have the right to admit one or more additional or substitute persons into the Partnership as Limited Partners or Special Partners. Each such person shall make the representations and certifications with respect to itself set forth in Section 3.6 and Section 3.7. The General Partner shall determine and negotiate with the additional Partner (which term shall include, without limitation, any substitute Partner) all terms of such additional Partner’s participation in the Partnership, including the additional Partner’s initial GP-Related Capital Contribution, Capital Commitment-Related Capital Contribution, GP-Related Profit Sharing Percentage and Capital Commitment Profit Sharing Percentage. Each additional Partner shall have such voting rights as may be determined by the General Partner from time to time unless, upon the admission to the Partnership of any Special Partner, the General Partner shall designate that such Special Partner shall not have such voting rights (any such Special Partner being called a “Nonvoting Special Partner”). Any additional Partner shall, as a condition to becoming a Partner, agree to become a party to, and be bound by the terms and conditions of, the Trust Agreement. If Blackstone or another or subsequent holder of an Investor Note approved by the General Partner for purposes of this Section 6.1(a) shall foreclose upon a Limited Partner’s Investor Note issued to finance such Limited Partner’s purchase of his or her Capital Commitment Interests, Blackstone or such other or subsequent holder shall succeed to such Limited Partner’s Capital Commitment Interests and shall be deemed to have become a Limited Partner to such extent. Any additional Partner may have a GP-Related Partner Interest or a Capital Commitment Partner Interest, without having the other such interest.

  • General Partner Participation The General Partner agrees that all business activities of the General Partner, including activities pertaining to the acquisition, development or ownership of any Asset shall be conducted through the Partnership or one or more Subsidiary Partnerships; provided, however, that the General Partner is allowed to make a direct acquisition, but if and only if, such acquisition is made in connection with the issuance of Additional Securities, which direct acquisition and issuance have been approved and determined to be in the best interests of the General Partner and the Partnership by a majority of the Independent Directors.

  • Partnership Capital A. No Partner shall be paid interest on any Capital Contribution to the Partnership or on such Partner's Capital Account, notwithstanding any disproportion therein as between Partners.

  • Limited Partners The Limited Partners shall not participate in the general conduct or control of the Partnership’s affairs and shall have no right or authority to act for or to bind the Partnership. The Limited Partners shall not be required to assume, endorse or guarantee any liabilities of the Partnership.

  • Approval by Limited Partners (a) Except as provided in Section 14.3(d), the General Partner, upon its approval of the Merger Agreement or the Plan of Conversion, as the case may be, shall direct that the Merger Agreement or the Plan of Conversion and the merger, consolidation or conversion contemplated thereby, as applicable, be submitted to a vote of Limited Partners, whether at a special meeting or by written consent, in either case in accordance with the requirements of Article XIII. A copy or a summary of the Merger Agreement or the Plan of Conversion, as the case may be, shall be included in or enclosed with the notice of a special meeting or the written consent.

  • Loans from Partners Loans by a Partner to the Partnership shall not constitute Capital Contributions. If any Partner shall advance funds to the Partnership in excess of the amounts required hereunder to be contributed by it to the capital of the Partnership, the making of such excess advances shall not result in any increase in the amount of the Capital Account of such Partner. The amount of any such excess advances shall be a debt obligation of the Partnership to such Partner and shall be payable or collectible only out of the Partnership assets in accordance with the terms and conditions upon which such advances are made.

  • Operating Partnership Operating Partnership shall have the meaning set forth in the preamble of this Agreement.

Time is Money Join Law Insider Premium to draft better contracts faster.