Removal of a General Partner. (a) Upon the occurrence of an Event of Bankruptcy as to, or the dissolution of, a General Partner, such General Partner shall be deemed to be removed automatically; provided, however, that if a General Partner is on the date of such occurrence a partnership, the withdrawal, death or dissolution of, Event of Bankruptcy as to, or removal of, a partner in, such partnership shall be deemed not to be a dissolution of the General Partner if the business of such General Partner is continued by the remaining partner or partners. The Limited Partners may not remove the General Partner, with or without cause.
Removal of a General Partner. (a) The Limited Partners may not remove the General Partner, with or without cause.
Removal of a General Partner. (a) Upon the occurrence of an Event of Bankruptcy as to, or the dissolution of, a General Partner, such General Partner shall be deemed to be removed automatically; PROVIDED, HOWEVER, that if a General Partner is on the date of such occurrence a partnership, the withdrawal, death, dissolution, Event of Bankruptcy as to or removal of a partner in such partnership shall be deemed not to be a dissolution of the General Partner if the business of such General Partner is continued within ninety (90) days by the remaining general partners or all remaining members of such partnership.
Removal of a General Partner. The Limited Partners holding a majority in interest of the Units may remove any or all of the General Partners. Written notice of such determination setting forth the effective date of such removal shall be served upon the General Partner or General Partners so removed and, as of the effective date, shall terminate all of such persons' rights and powers as a General Partner.
Removal of a General Partner. Designation of a Successor General Partner. (a) Any of the Individual General Partners may be removed either: (i) for cause by the action of at least two-thirds of the remaining members of the Management Committee, including a majority of the remaining Independent General Partners; (ii) subject to Section 14.02, by failure to be approved and re-elected by the Limited Partners pursuant to Section 14.04; or (iii) subject to Section 14.02, with the consent of a Majority in Interest of the Limited Partners. The Managing General Partners may be removed either: (i) by a majority of the Independent General Partners; (ii) subject to Section 4.02, by failure to be approved and re-elected by the Limited Partners pursuant to Section 14.04; or (iii) subject to Section 14.02, with the consent of a Majority in Interest of the Limited Partners. The removal of a General Partner shall in no way derogate from any rights or powers of such General Partner, or the exercise thereof, or the validity of any actions taken pursuant thereto, prior to the date of such removal. (b) Subject to the receipt of an exemptive order issued by the Securities and Exchange Commission under the 1940 Act, in the event of the removal of the Managing General Partners and continuation of the Partnership in accordance with this Agreement, the venture capital investments held by the Partnership in accordance with this Agreement, at the time of removal shall be appraised by two independent appraisers, one jointly selected by the Managing General Partners and one by the Independent General Partners. In the event that such two appraisers are unable to agree on the value of the Partnership's venture capital investment portfolio, they shall jointly appoint a third independent appraiser whose determination shall be final and binding. The cost of the appraisal conducted by the appraiser selected by the Managing General Partners shall be borne jointly and severally by the Managing General Partners, and the cost of the appraisal conducted by the appraiser selected by the Independent General Partners shall be borne by the Partnership. The cost of the appraisal conducted by a third appraiser shall be borne equally by the Partnership and, jointly and severally, by the Managing General Partners. All unrealized capital gains and losses of the Partnership shall be deemed realized at that time solely for purposes of making a final allocation to the Managing General Partners. With respect to their Partnership Interest...
Removal of a General Partner. (a) If on the date of an occurrence of an Event of Bankruptcy as to, or the dissolution of, a General Partner, such General Partner is a partnership, the withdrawal, death, dissolution, Event of Bankruptcy as to or removal of a partner in such partnership shall be deemed not to be a dissolution of the General Partner if the business of such General Partner is continued by the remaining partner or partners. The Limited Partners may not remove the General Partner, with or without cause.
Removal of a General Partner. 8.4.1 Upon the occurrence of an Event of Bankruptcy as to a General Partner or other Event of Withdrawal, such General Partner shall be deemed to be removed automatically; provided, however, that if a General Partner is on the date of such occurrence a partnership, the withdrawal, death, dissolution, Event of Bankruptcy as to, or removal of, a partner in, such partnership shall be deemed not to be an Event of Bankruptcy or a dissolution of the General Partner if the business of such General Partner is continued without dissolution by the remaining partner or partners under Section 8.3.2. In addition, a transfer of the General Partner Interests of the General Partner pursuant to Section 8.1.4 shall not be subject to this Section. The Limited Partners may not remove the General Partner, with or without cause.
Removal of a General Partner. (a) Any General Partner may be removed as general partner, but not as a Partner, upon a vote of the Limited Partners holding seventy-five percent (75%) of the Interests in the Partnership that are not owned by Affiliates of the General Partner, in the event that, pursuant to a final, non-appealable judgment, it shall have been determined that the General Partner has committed fraud or engaged in willful misconduct in connection with the Business of the Partnership; PROVIDED, HOWEVER, that no removal shall be effective until a replacement general 31 partner is appointed pursuant to Section 14.2(b). Upon such removal, the Interest of the General Partner as removed shall be converted into an Interest as a Limited Partner.
Removal of a General Partner. A General Partner may be removed if such removal is approved by Limited Partners holding at least two-thirds of the Outstanding Units (excluding for purposes of such determination Units owned by the General Partners and their Affiliates). Any such action by such Limited Partners for removal of a General Partner must, if one or more of the remaining General Partners do not elect to purchase all of the Combined Interest of such Departing Partner pursuant to Section 11.7(b), also provide for the election of a successor General Partner by Limited Partners holding at least a majority of the Outstanding Units (excluding for purposes of such determination Units owned by such Departing Partner and its Affiliates). Such removal shall be effective immediately following the purchase by one or more of the remaining General Partners of such Departing Partner's Combined Interest pursuant to Section 11.7(b) or the admission of a successor General Partner pursuant to Article XII, as applicable. The removal of a General Partner shall also automatically constitute the removal of such General Partner as general partner of the Intermediate Partnership, as provided in the Intermediate Partnership Agreement. If a person is elected as a successor General Partner in accordance with the terms of this Section 13.2, such person shall, upon admission pursuant to Article XII, automatically become a successor general partner of the Intermediate Partnership, as provided in the Intermediate Partnership Agreement. The right of the Limited Partners holding Outstanding Units to remove a 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 13.2 shall be subject to the provisions of Section 12.3.
Removal of a General Partner. A General Partner shall be removed if such General Partner is removed as a general partner of the MLP pursuant to Section 13.2 of the MLP Agreement. Such removal shall be effective concurrently with the effectiveness of the removal of such General Partner as a general partner of the MLP pursuant to the terms of the MLP Agreement. If a successor General Partner is elected in connection with the removal of such General Partner as a general partner of the MLP, such successor General Partner shall, upon admission pursuant to Article XI, automatically become a successor General Partner of the Partnership. The admission of any such successor General Partner to the Partnership shall be subject to the provisions of Section 11.2.
