Special Voting Rights of Limited Partners Sample Clauses

Special Voting Rights of Limited Partners. A. If at any time any agreement (including the Management Agreement) pursuant to which operating management of any property of the Partnership is vested in the General Partner or an Affiliate of the General Partner provides that the Partnership has a right to terminate such agreement as a result of the failure of the operation of such property to attain any economic objective or as result of a default of the General Partner or such Affiliate thereunder, the Limited Partners, without the Consent of the General Partner, may, by Consent of the Limited Partners, take action to exercise the right of the Partnership to terminate such agreement.
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Special Voting Rights of Limited Partners. 44 ARTICLE
Sample 1
Special Voting Rights of Limited Partners. A. If at any time any agreement (including the Management Agreements, if the Manager is an Affiliate of the General Partner), pursuant to which operating management of any property of the Partnership (or the Santa Xxxxx Partnership) is vested in the General Partner or an Affiliate of the General Partner, provides that the Partnership (or the Santa Xxxxx Partnership) has a right to terminate such agreement as a result of the failure of the operation of such property to attain any economic objective or as a result of a default of the General Partner or such Affiliate thereunder, the Limited Partners, without the Consent of the General Partner, may by an amendment to this Agreement, which amendment shall require the Consent of the Limited Partners, require the Partnership (or the Santa Xxxxx Partnership) to terminate such agreement. If the Partnership (or the Santa Xxxxx Partnership) terminates any such agreement, the duties previously performed by the General Partner or its Affiliate under the agreement may only thereafter be performed by the General Partner or any of its Affiliates if the Partnership Agreement is thereafter amended with the Consent of the Limited Partners, to permit such performance.
Sample 1
Special Voting Rights of Limited Partners. A. If at any time any agreement (including the Management Agreement) pursuant to which operating management of any property of the Partnership is vested in the General Partner or an Affiliate of the General Partner provides that the Partnership has a right to terminate such agreement as a result of the failure of the operation of such property to attain any economic objective or as a result of a default of the General Partner or such Affiliate thereunder, the Limited Partners, without the Consent of the General Partner, may, by Consent of the Limited Partners, take action to exercise the right of the Partnership to terminate such agreement. If the Partnership terminates any such agreement, the duties previously performed by the General Partner or its Affiliate under the agreement may only thereafter be performed by the General Partner or any of its Affiliates with the Consent of the Limited Partners to such performance.
Sample 1
Special Voting Rights of Limited Partners. A. If at any time any agreement pursuant to which operating management of any property of the Partnership is vested in the General Partner or an Affiliate of the General Partner or in Marriott International, Inc. or any of its Affiliates and if pursuant to the terms of such agreement the Partnership has a right to terminate such agreement as a result of the failure of the operation of such property to attain any economic objective, the Limited Partners, without the Consent of the General Partner, may upon the affirmative vote of Limited Partners holding a majority of the Units, take action to exercise the right of the Partnership to terminate such agreement.
Sample 1
Special Voting Rights of Limited Partners. A. If at any time any agreement (including the Hotel Operating Lease, if the Operating Tenant is an Affiliate of the General Partner) pursuant to which operating management of any property of the Partnership is vested in the General Partner or an Affiliate of the General Partner or in Marriott International, Inc. or any of its Affiliates and if pursuant to the terms of such agreement the Partnership has a right to terminate such agreement as a result of the failure of the operation of such property to attain any economic objective, the Limited Partners, without the Consent of the General Partner, may, upon the affirmative vote of Limited Partners holding a majority of the Units, take action to exercise the right of the Partnership to terminate such agreement.
Sample 1

Related to Special Voting Rights of Limited Partners

  • Rights of Limited Partners Except as otherwise provided in this Agreement, each Limited Partner shall look solely to the assets of the Partnership for the return of its Capital Contributions and shall have no right or power to demand or receive property other than cash from the Partnership. Except as otherwise provided in this Agreement, no Limited Partner shall have priority over any other Partner as to the return of its Capital Contributions, distributions, or allocations.

  • Voting Rights of Members The Members shall have voting rights as defined by the Membership Voting Interest of such Member and in accordance with the provisions of this Agreement. Members do not have a right to cumulate their votes for any matter entitled to a vote of the Members, including election of Directors.

  • Certain Voting Rights So long as any Series K Preferred Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least two-thirds of the Series K Preferred Units outstanding at the time (i) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking prior to the Series K Preferred Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-up or reclassify any Partnership Interests of the Partnership into any such Partnership Interest, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests, (ii) authorize or create, or increase the authorized or issued amount of any Parity Preferred Units or reclassify any Partnership Interest of the Partnership into any such Partnership Interest or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests but only to the extent such Parity Preferred Units are issued to an affiliate of the Partnership, other than the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates of the Partnership or (iii) either consolidate, merge into or with, or convey, transfer or lease its assets substantially as an entirety to, any corporation or other entity or amend, alter or repeal the provisions of the Partnership Agreement (including, without limitation, this Article 19), whether by merger, consolidation or otherwise, in each case in a manner that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series K Preferred Units or the holders thereof; provided, however, that with respect to the occurrence of any event set forth in (iii) above, so long as (a) the Partnership is the surviving entity and the Series K Preferred Units remain outstanding with the terms thereof unchanged, or (b) the resulting, surviving or transferee entity (I) is a partnership, limited liability company or other pass-through entity organized under the laws of any state, (II) is not taxable as a corporation for U.S. federal income tax purposes and (III) substitutes the Series K Preferred Units for other interests in such entity having substantially the same terms and rights as the Series K Preferred Units, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-up, then the occurrence of any such event shall not be deemed to materially and adversely affect such rights, privileges or voting powers of the holders of the Series K Preferred Units; and provided further, that any increase in the amount of Partnership Interests or the creation or issuance of any other class or series of Partnership Interests represented by Junior Units or Parity Preferred Units are not issued to an affiliate of the Partnership, other than the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates of the Partnership, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers.

  • Limitations on Voting Rights (a) Except as expressly provided in this Trust Agreement and in the Indenture and as otherwise required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Securities Certificates, be construed so as to constitute the Holders from time to time as partners or members of an association.

  • Voting Rights The holders of shares of Series A Preferred Stock shall have the following voting rights:

  • Rights of Limited Partners Relating to the Partnership (a) In addition to the other rights provided by this Agreement or by the Act, and except as limited by Section 8.5(b) hereof, each Limited Partner and the Special Limited Partner shall have the right, for a purpose reasonably related to such Person’s interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Person’s own expense (including such reasonable copying and administrative charges as the General Partner may establish from time to time):

  • Rights of Registration and Voting Rights Except as provided in the Investors’ Rights Agreement, the Company is not under any obligation to register under the Securities Act any of its currently outstanding securities or any securities issuable upon exercise or conversion of its currently outstanding securities. To the Company’s knowledge, except as contemplated in the Voting Agreement, no stockholder of the Company has entered into any agreements with respect to the voting of capital shares of the Company.

  • Limited Liability of Limited Partners (1) Each Unit of Limited Partnership Interest, when purchased by a Limited Partner, subject to the qualifications set forth below, shall be fully paid and non-assessable.

  • Distribution and Voting Rights The Trustee shall have all voting rights and rights to distributions with respect to Shares held in the Trust, which rights shall be exercised for the exclusive benefit of the Charitable Beneficiary. Any distribution paid prior to the discovery by the Company that the Shares have been transferred to the Trustee shall be paid by the recipient of such distribution to the Trustee upon demand and any distribution authorized but unpaid shall be paid when due to the Trustee. Any distribution so paid to the Trustee shall be held in trust for the Charitable Beneficiary. The Prohibited Owner shall have no voting rights with respect to Shares held in the Trust and, subject to Delaware law, effective as of the date that the Shares have been transferred to the Trust, the Trustee shall have the authority (at the Trustee’s sole discretion) (i) to rescind as void any vote cast by a Prohibited Owner prior to the discovery by the Company that the Shares have been transferred to the Trustee and (ii) to recast such vote in accordance with the desires of the Trustee acting for the benefit of the Charitable Beneficiary; provided, however, that if the Company has already taken irreversible limited liability company action, then the Trustee shall not have the authority to rescind and recast such vote. Notwithstanding the provisions of this Article XIII, until the Company has received notification that Shares have been transferred into a Trust, the Company shall be entitled to rely on its share transfer and other Member records for purposes of preparing lists of Members entitled to vote at meetings, determining the validity and authority of proxies and otherwise conducting votes of Members.

  • Nature of Limited Partner Interests All Limited Partner Interests issued pursuant to, and in accordance with the requirements of, this Article V shall be fully paid and non-assessable Limited Partner Interests in the Partnership, except as such non-assessability may be affected by Sections 17-303, 17-607 or 17-804 of the Delaware Act.

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