Amendment or Restatement Sample Clauses

Amendment or Restatement. This Agreement may be amended or restated only by a written instrument executed by all Members; provided, however, that, notwithstanding anything to the contrary contained in this Agreement, each Member agrees that the Board, without the approval of any Member, may amend any provision of the Delaware Certificate and this Agreement, and may authorize any officer to execute, swear to, acknowledge, deliver, file and record any such amendment and whatever documents may be required in connection therewith, to reflect any change that does not require consent or approval (or for which such consent or approval has been obtained) under this Agreement or does not materially adversely affect the rights of the Members.
Amendment or Restatement. This Agreement or the Delaware Certificate may be amended or restated only by a written instrument executed (or, in the case of the Delaware Certificate, approved) by all of the Members.
Amendment or Restatement. This Agreement may be amended or restated only by a written instrument executed by each of the Parties; provided, however, that after the completion of the Partnership’s initial public offering of common units representing limited partner interests, the Partnership may not, without the prior approval of the conflicts committee of the board of directors of the General Partner or, if there is no such committee, the independent members of such board of directors, agree to any amendment or modification of this Agreement that the General Partner determines will adversely affect the holders of such common units. The Parties hereto agree that, for purposes of this Section 11.10, any material change in the nature, quantity or duration of the Services to be provided under this Agreement shall constitute a modification of this Agreement.
Amendment or Restatement. This Agreement and the Delaware Certificate may be amended or restated only by a written instrument executed (or, in the case of the Delaware Certificate, approved) by the Board; provided, however, that the Board shall not amend or restate this Agreement (A) without the prior written consent of the Special Member (in the case of clause (i) or (iii) below) or Peabody (in the case of clause (ii) below) if such amendment or restatement (i) relates to the redemption of the Special Member’s Percentage Interest pursuant to Section 3.04 or would have an adverse effect on the distribution of IDR Proceeds with respect to the Special Member’s Percentage Interest, or on the allocation of income, gain, loss or deduction pursuant to Section 3.05, (ii) would adversely affect Peabody’s rights with respect to the Peabody Designee(s) under Article IV, or (iii) decrease the Special Member’s rights to indemnification as compared to the Managing Member's right to indemnification or increase the obligations of the Special Member hereunder, (B) without the consent of a majority of the Class A Directors if such amendment would have an adverse effect on the rights of the Class A Member under this Agreement, or (C) without the consent of a majority of the Class B Directors if such amendment would have an adverse effect on the rights of the Class B Member or the Economic Member under this Agreement. Notwithstanding the foregoing except for (A)(i), (ii) and (iii) above, if necessary to eliminate the breach of any agreement, which breach could reasonably be expected to materially adversely affect the Class B Member, or to permit the Class B Member to comply with any applicable law, including, without limitation, to prevent the Class B Member from being treated as an "investment company" under the Investment Company Act of 1940 (as amended from time to time), in any case as determined in good faith by the Class B Directors, this Agreement may be amended by a majority of the Class B Directors, without the consent of any other Member or Person, to the extent that a majority of the Class B Directors determine in good faith that such amendment is necessary to eliminate the breach of any agreement, which breach could reasonably be expected to materially adversely affect the Class B Member, or to permit the Class B Member to comply with any applicable law, including, without limitation, to prevent the Class B Member from being treated as an "investment company" under the Investment Company ...
Amendment or Restatement. Subject to the provision of Section 7.9(d), this Agreement or the Delaware Certificate may be amended or restated only by a written instrument executed (or, in the case of the Delaware Certificate, approved) by the Members; provided, however, that, subject to the provision of Section 7.9(d), any amendment to the provisions of Article VII shall be approved by the Board; provided further, that, Section 7.1 may be amended or restated only by approval of the Board and the Members.
Amendment or Restatement. This Agreement (including any Exhibit or Schedule hereto) and the Certificate may be amended, modified or supplemented, and any provisions of this Agreement or the Certificate be waived, with a written instrument adopted, executed and agreed to by the Company and the Class B Members with an aggregate Class B Percentage Interest equal to or exceeding 50%; provided, however, that (a) this Agreement shall be deemed automatically amended from time to time without further consent of any party to reflect issuances and transfers of Interests made in compliance with this Agreement and (b) any amendment, modification, supplement or waiver to this Agreement or the Certificate that would adversely affect the rights, or increase the obligations, of any Member in any material respect shall not be effective without the consent of such affected Member. Except as required by law, no amendment, modification, supplement, discharge or waiver of or under this Agreement shall require the consent of any Person not a party to this Agreement.
Amendment or Restatement. This Agreement may not be modified or amended in any manner other than by the Member.