Events of Withdrawal of a General Clause Samples

The 'Events of Withdrawal of a General' clause defines the circumstances under which a general partner may withdraw from a partnership or similar business arrangement. Typically, this clause outlines specific events such as resignation, incapacity, death, or removal that would trigger the withdrawal process, and may detail the required notice period or procedures to be followed. Its core practical function is to provide clarity and structure for handling the departure of a general partner, thereby minimizing disruption and ensuring a smooth transition for the remaining partners.
Events of Withdrawal of a General. Partner A. In addition to a voluntary withdrawal of a General Partner pursuant to Section 6.lE or Section 5. 1E, a General Partner shall be deemed to withdraw (i) if the General Partner assigns all of his Interest in the Fund, (ii) if the General Partner is removed pursuant to Section 5.3A; and (iii) upon the following acts or events: (a) if a natural person, upon his death or the entry by a court of competent jurisdiction that such General Partner is incompetent to manage his person or his property; (b) if a corporation, the filing of a certificate of dissolution, or its equivalent, for the corporation or the revocation of its charter; and (c) if a partnership, the dissolution and commencement of winding up of the General Partner. To the maximum extent permitted by the Act, no other act or A-26 event shall be deemed an event of withdrawal of a General Partner or serve to convert a General Partner to a Limited Partner. B. In the event of the withdrawal of a General Partner who is not then the sole General Partner, the remaining General Partner or General Partners may elect to continue the Fund, and if such election is made, shall promptly give Notification of such event and shall make and file such amendments to the Certificate as are required by the Act to reflect the fact that the withdrawn General Partner has ceased to be a General Partner of the Fund. C. In the event of the withdrawal of a General Partner and the remaining General Partner does not elect to continue the Fund or in the event of the withdrawal of a sole General Partner, the withdrawn General Partner, or its successors, representatives, heirs or assigns shall promptly give Notification of such withdrawal to all remaining Partners and Investors. In such event, the Fund shall be dissolved unless, within 90 days after the withdrawal of the General Partner, the Investors, by the Majority Vote of the Investors, agree in writing to continue the business of the Fund and to the appointment, effective as of the date of withdrawal of the sole General Partner, of one or more Additional General Partners. If the Investors elect to reconstitute the Fund and agree to admit a substitute General Partner, the relationship of the Investors and of substitute General Partner in the Fund shall be governed by this Agreement.
View SourceView Similar (5)
Events of Withdrawal of a General. Partner A. In addition to a voluntary withdrawal of the General Partner pursuant to Section 6.lE, the General Partner shall be deemed to withdraw (i) if the General Partner assigns all of its Interest in the Partnership, (ii) if the General Partner is removed pursuant to Section 5.3A, and (iii) upon the filing of a certificate of dissolution, or its equivalent, for the General Partner or the revocation of its charter. To the maximum extent permitted by the Act, no other act or event shall be deemed an event of withdrawal of the General Partner or serve to convert a General Partner to a Limited Partner.
View SourceView Similar (4)
Events of Withdrawal of a General. Partner A. In addition to a voluntary withdrawal of a General Partner pursuant to Section 6.1E, a General Partner shall be deemed to withdraw (i) if the General Partner assigns all of his Interest in the Partnership, (ii) if the General Partner is removed pursuant to Section 5.3A; and (iii) upon the following acts or events: (a) if a natural person, upon his death or the entry by a court of competent jurisdiction that such General Partner is incompetent to manage his person or his property; (b) if a corporation, the filing of a certificate of dissolution, or its equivalent, for the corporation or the revocation of its charter; and (c) if a partnership, the dissolution and commencement of winding up of the General Partner. To the maximum extent permitted by the Act, no other act or event shall be deemed an event of withdrawal of a General Partner or serve to convert a General Partner to a Limited Partner.
View SourceView Similar (3)

Related to Events of Withdrawal of a General

  • Effect of Withdrawal The Company shall not be dissolved by the dissolution or other event of withdrawal of a Member if any Member remains to carry on the business of the Company.

  • 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. (b) If a General Partner has been removed pursuant to this Section 7.4 and the Partnership is continued pursuant to Section 7.3, such General Partner shall promptly transfer and assign its General Partnership Interest in the Partnership to the substitute General Partner approved by the Limited Partners in accordance with Section 7.3(b) and otherwise admitted to the Partnership in accordance with Section 7.2. At the time of assignment, the removed General Partner shall be entitled to receive from the substitute General Partner the fair market value of the General Partnership Interest of such removed General Partner as reduced by any damages caused to the Partnership by such General Partner. Such fair market value shall be determined by an appraiser mutually agreed upon by the General Partner and the Limited Partners holding a majority of the Percentage Interests of all Limited Partners within 10 days following the removal of the General Partner. If the parties are unable to agree upon an appraiser, the removed General Partner and the Limited Partners holding a majority of the Percentage Interests of all Limited Partners each shall select an appraiser. Each such appraiser shall complete an appraisal of the fair market value of the removed General Partner’s General Partnership Interest within 30 days of the General Partner’s removal, and the fair market value of the removed General Partner’s General Partnership Interest shall be the average of the two appraisals; provided, however, that if the higher appraisal exceeds the lower appraisal by more than 20% of the amount of the lower appraisal, the two appraisers, no later than 40 days after the removal of the General Partner, shall select a third appraiser who shall complete an appraisal of the fair market value of the removed General Partner’s General Partnership Interest no later than 60 days after the removal of the General Partner. In such case, the fair market value of the removed General Partner’s General Partnership Interest shall be the average of the two appraisals closest in value. (c) The General Partnership Interest of a removed General Partner, during the time after default until transfer under Section 7.4(b), shall be converted to that of a special Limited Partner; provided, however, such removed General Partner shall not have any rights to participate in the management and affairs of the Partnership, and shall not be entitled to any portion of the income, expense, profit, gain or loss allocations or cash distributions allocable or payable, as the case may be, to the Limited Partners. Instead, such removed General Partner shall receive and be entitled only to retain distributions or allocations of such items that it would have been entitled to receive in its capacity as General Partner, until the transfer is effective pursuant to Section 7.4(b). (d) All Partners shall have given and hereby do give such consents, shall take such actions and shall execute such documents as shall be legally necessary, desirable and sufficient to effect all the foregoing provisions of this Section.

  • Effect of Bankruptcy, Withdrawal, Death or Dissolution of a General Partner (a) Upon the occurrence of an Event of Bankruptcy as to a General Partner (and its removal pursuant to Section 7.4(a) hereof) or the death, withdrawal, removal or dissolution of a General Partner (except 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 such General Partner if the business of such General Partner is continued by the remaining partner or partners), the Partnership shall be dissolved and terminated unless the Partnership is continued pursuant to Section 7.3(b) hereof. The merger of the General Partner with or into any entity that is admitted as a substitute or successor General Partner pursuant to Section 7.2 hereof shall not be deemed to be the withdrawal, dissolution or removal of the General Partner. (b) Following the occurrence of an Event of Bankruptcy as to a General Partner (and its removal pursuant to Section 7.4(a) hereof) or the death, withdrawal, removal or dissolution of a General Partner (except 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 such General Partner if the business of such General Partner is continued by the remaining partner or partners), the Limited Partners, within 90 days after such occurrence, may elect to continue the business of the Partnership for the balance of the term specified in Section 2.4 hereof by selecting, subject to Section 7.2 hereof and any other provisions of this Agreement, a substitute General Partner by consent of a majority in interest of the Limited Partners. If the Limited Partners elect to continue the business of the Partnership and admit a substitute General Partner, the relationship with the Partners and of any Person who has acquired an interest of a Partner in the Partnership shall be governed by this Agreement.

  • Withdrawal of General Partner (a) The General Partner may not Withdraw (other than as a result of an Involuntary Withdrawal) without the Consent of the Special Limited Partner. Withdrawal shall be conditioned upon the agreement of the Special Limited Partner to be admitted as a successor General Partner, or if the Special Limited Partner declines to be admitted as a successor General Partner then on the agreement of one or more Persons who satisfy the requirements of Section 13.5 of this Agreement to be admitted as successor General Partner(s). (b) Each General Partner shall indemnify and hold harmless the Partnership and all Partners from its Withdrawal in violation of Section 13.1(a) hereof. Each General Partner shall be liable for damages to the Partnership resulting from its Withdrawal in violation of Section 13.1(a).

  • Notice of Withdrawal We reserve the right to require not less than 7 days' notice in writing before each withdrawal from an interest-bearing account other than a time deposit, or from any other savings account as defined by Regulation D. (The law requires us to reserve this right, but it is not our general policy to use it.) Withdrawals from a time account prior to maturity or prior to any notice period may be restricted and may be subject to penalty. See your notice of penalty for early withdrawal.