Amendment Requirements. (a) Notwithstanding the provisions of Sections 15.1 and 15.2, the approval of the General Partner and at least eighty-five percent (85%) of the aggregate Percentage Interest held by Limited Partners shall be required for any amendment unless the Partnership has received an Opinion of Counsel that such amendment would not result in the loss of limited liability of any Limited Partner or cause the Partnership to be treated as an association taxable as a corporation for federal income tax purposes. (b) Notwithstanding the provisions of Sections 15.1 and 15.2, no provision of this Agreement which establishes a Percentage Interest required to take any action shall be amended, altered, changed, repealed or rescinded in any respect which would have the effect of reducing such voting requirements, unless such is approved by written consent or the affirmative vote of Partners whose aggregate Percentage Interest constitutes not less than the voting requirement sought to be reduced. This Section 15.3(b) shall be amended only with the approval by written consent or affirmative vote of Partners whose aggregate Percentage Interest constitutes at least 85% of the aggregate Percentage Interest of the Partners. (c) The voting requirements in this Section 15.3 shall be in addition to voting requirements imposed by the other provisions contained herein.
Appears in 6 contracts
Sources: Limited Partnership Agreement (Cedar Fair L P), Agreement of Limited Partnership (Cedar Fair L P), Limited Partnership Agreement (Cedar Fair L P)
Amendment Requirements. (a) Notwithstanding the provisions of Sections 15.1 10.1 and 15.210.2, the approval consent of the General Partner and Limited Partners holding at least eightyninety-five percent (8595%) of the aggregate Percentage Interest held by Interests of the Limited Partners shall be required for any amendment unless the Partnership has received an Opinion of Counsel that such amendment would not result in the loss of limited liability of any Limited Partner or cause result in the Partnership to be being treated as an association taxable as a corporation for federal income tax purposes, unless such is already the case.
(b) Notwithstanding the provisions of Sections 15.1 10.1, 10.2 and 15.210.3(a), no provision of this Agreement which establishes a Percentage Interest percentage of the Limited Partners required to take any action shall be amended, altered, changed, repealed or rescinded in any respect which would have the effect of reducing such voting requirementsrequirement, unless such is approved by written consent or the affirmative vote of Limited Partners whose aggregate Percentage Interest constitutes Interests constitute not less than the voting requirement sought to be reduced. This Section 15.3(b10.3(b) shall only be amended only with the approval by written consent or affirmative vote of Limited Partners whose aggregate Percentage Interest constitutes Interests constitute at least 85% ninety-five (95%) of the aggregate Percentage Interest Interests of the Limited Partners.
(c) . The voting requirements contained in Section 11.3(a) and this Section 15.3 10.3(b) shall be in addition to voting requirements imposed by the law or other provisions contained herein.
Appears in 1 contract
Sources: Limited Partnership Agreement (Everflow Eastern Partners Lp)
Amendment Requirements. (a) Notwithstanding the provisions of Sections 15.1 Section 13.1 and 15.2, the approval of the General Partner and at least eighty-five percent (85%) of the aggregate Percentage Interest held by Limited Partners shall be required for any amendment unless the Partnership has received an Opinion of Counsel that such amendment would not result in the loss of limited liability of any Limited Partner or cause the Partnership to be treated as an association taxable as a corporation for federal income tax purposes.
(b) Notwithstanding the provisions of Sections 15.1 and 15.2Section 13.2, no provision of this Agreement which (other than Section 11.2 or Section 13.4) that establishes a percentage of Outstanding Units (including Units deemed owned by the General Partner) or requires a vote or approval of Partners (or a subset of Partners) holding a specified Percentage Interest required to take any action shall be amended, altered, changed, repealed or rescinded in any respect which that would have the effect of in the case of any provision of this Agreement reducing such voting requirementspercentage, unless such amendment is approved by the written consent or the affirmative vote of holders of Outstanding Units whose aggregate Outstanding Units constitute not less than the voting requirement sought to be reduced or increased, as applicable or the affirmative vote of Partners whose aggregate Percentage Interest constitutes Interests constitute not less than the voting requirement sought to be reduced. This Section 15.3(b) shall be amended only with the approval by written consent or affirmative vote of Partners whose aggregate Percentage Interest constitutes at least 85% of the aggregate Percentage Interest of the Partners, as applicable.
(cb) The voting requirements in Notwithstanding the provisions of Section 13.1 and Section 13.2, no amendment to this Section 15.3 Agreement may (i) enlarge the obligations of (including requiring any holder of a class of Partnership Interests to make additional Capital Contributions to the Partnership) any Limited Partner without its consent, unless such shall be in addition deemed to voting requirements imposed by the other provisions contained herein.have occurred as a result of an amendment approved pursuant to Section 13.3(c), or
Appears in 1 contract
Sources: Limited Partnership Agreement
Amendment Requirements. (a) Notwithstanding the provisions of Sections 15.1 and 15.2, the approval consent of the General Partner and Limited Partners holding at least eighty-five percent (85%) 95% of the aggregate Voting Percentage Interest held by Interests of the Limited Partners shall be required for any amendment unless the Partnership has received an Opinion of Counsel that such amendment would not result in the loss of limited liability of any Limited Partner or cause result in the Partnership to be being treated as an association taxable as a corporation for federal income tax purposes.
(b) Notwithstanding the provisions of Sections 15.1 15.1, 15.2 and 15.215.3(a), no provision of this Agreement which establishes a Percentage Interest percentage of the Limited Partners required to take any action shall be amended, altered, changed, repealed or rescinded in any respect which would have the effect of reducing such voting requirementsrequirement, unless such is approved by written consent or the affirmative vote of Limited Partners whose aggregate Voting Percentage Interest constitutes Interests constitute not less than the voting requirement sought to be reduced. This Section 15.3(b) shall only be amended only with the approval by written consent or affirmative vote of Limited Partners whose aggregate Voting Percentage Interest constitutes Interests constitute at least 8595% of the aggregate Voting Percentage Interest Interests of the Limited Partners.
(c) . The voting requirements contained in Section 15.3(a) and this Section 15.3 15.3(b) shall be in addition to voting requirements imposed by the law or other provisions contained herein.
Appears in 1 contract
Sources: Limited Partnership Agreement (Centex Development Co Lp)