Amendments Without Consent of the Members Sample Clauses

Amendments Without Consent of the Members. In addition to the amendments authorized pursuant to Section 4.10 and Section 7.3.11 or otherwise authorized herein, the Manager may amend this Agreement, without the consent of any of the Members, to (i) change the name and/or principal place of business of the Company or (ii) decrease the rights and powers of the Manager (so long as such decrease does not impair the ability of the Manager to manage the Company and conduct its business and affairs); provided, however, that no amendment shall be adopted pursuant to this Section 16.3 unless the adoption thereof (A) is for the benefit of or not adverse to the interests of the Members and (B) does not affect the limited liability of the Members.
Sample 1Sample 2See All (14)
AutoNDA by SimpleDocs
Amendments Without Consent of the Members. In addition to the amendments authorized pursuant to Section 4.10 and Section 7.3.13 or otherwise authorized herein, the Manager may amend this Agreement, without the consent of any of the Members, to (i) change the name and/or principal place of business of the Company, (ii) decrease the rights and powers of the Manager (so long as such decrease does not impair the ability of the Manager to manage the Company and conduct its business and affairs), (iii) comply with, and maximize the benefits to the Members under, the Qualified Opportunity Fund provisions, (iv) reflect any guidance issued by the Internal Revenue Service after the date of this Agreement with respect to the Qualified Opportunity Fund provisions, (v) structure the disposition of the Units by the Members to comply with the Qualified Opportunity Fund provisions and (vi) qualify the Company as a Qualified Opportunity Fund and maintain the Company’s compliance in accordance with the Qualified Opportunity Fund provisions; provided, however, that no amendment shall be adopted pursuant to (i) or (ii) above unless the adoption thereof (A) is for the benefit of or not adverse to the interests of the Members and (B) does not affect the limited liability of the Members.
Sample 1Sample 2
Amendments Without Consent of the Members. In addition to the amendments authorized pursuant to Section 4.8 and Section 7.3.15 or otherwise authorized herein, the Managers may amend this Agreement, without the consent of any of the Members, (i) modify the allocation provisions of the Operating Agreement to comply with Code Section 704(b), (ii) add to the representations, duties, services or obligations of the Manager or any Affiliates for the benefit of the Members, (iii) cure any ambiguity or mistake, correct or supplement any provision in the Operating Agreement that may be inconsistent with any other provision, or make any other provision with respect to matters or questions arising under the Operating Agreement that will not be inconsistent with the provisions of the Operating Agreement, (iv) amend the Operating Agreement to reflect the addition or substitution of Members or the reduction of the Capital Accounts upon the return of capital to the Members, (v) minimize the adverse impact of, or comply with, any “plan assets” for ERISA purposes, (vi) reconstitute the Company under the laws of another state if beneficial to the Company, (vii) execute, acknowledge and deliver any and all instruments to effectuate the foregoing, including the execution, acknowledgment and delivery of any such instrument by the attorney-in-fact for the Manager under a special or limited power of attorney and to take all such actions in connection therewith as the Manager deems necessary or appropriate with the signature of the Manager acting alone, (viii) make any changes to the Operating Agreement required by a lender, (ix) change the name and/or principal place of business of the Company, (x) decrease the rights and powers of the Manager (so long as such decrease does not impair the ability of the Manager to manage the Company and conduct its business affairs). No amendment will be adopted pursuant to (ix) or (x) above without the consent of the Members unless the adoption thereof (a) is for the benefit of and not adverse to the interests of the Members and (b) does not affect the limited liability of the Members.
Sample 1Sample 2
Amendments Without Consent of the Members. In addition to the Amendments authorized pursuant to Section 6.3.14 or otherwise authorized herein, the Manager may amend this Agreement, without the consent of any of the Members, to (i) change the name and/or principal place of business of the Company, (ii) increase the maximum number of holders of Units, or (iii) decrease the rights and powers of the Manager (so long as such decrease does not impair the ability of the Manager to manage the Company and conduct its business and affairs); provided, however, that no amendment shall be adopted pursuant to this Section 15.3 unless the adoption thereof (A) is for the benefit of or not adverse to the interests of the Members, (B) is not inconsistent with the provisions of this Agreement pertaining to the management and administration of the Company by the Manager, and (C) does not affect the limited liability of the Members or the status of the Company as a partnership for federal income tax purposes. Further, the Manager shall be allowed to amend this Agreement without the consent of any of the Members to comply with any terms or modifications required by any lender to make this Agreement comply with any special purpose entity requirements or otherwise.
Sample 1
Amendments Without Consent of the Members. In addition to the Amendments authorized pursuant to Section 4.10 and Section 7.2.13 or otherwise authorized herein, the Manager may amend this Agreement, without the consent of any of the Members, to (i) change the name and/or principal place of business of the Fund, or (ii) decrease the rights and powers of the Manager (so long as such decrease does not impair the ability of the Manager to manage the Fund and conduct its business and affairs); provided, however, that no amendment shall be adopted pursuant to this Section 16.3 unless the adoption thereof
Sample 1
Amendments Without Consent of the Members. The Manager may amend this Agreement, without the consent of any of the Members, to (i) change the name and/or principal place of business of the Company, or (ii) decrease the rights and powers of the Manager (so long as such decrease does not impair the ability of the Manager to manage the Company and conduct its business and affairs); provided, however, that no amendment shall be adopted pursuant to this Section 16.3 unless the adoption thereof (A) is for the benefit of or not adverse to the interests of the Members, (B) is not inconsistent with Section 7, and (C) does not affect the limited liability of the Members or the status of the Company as a Company for federal income tax purposes, or
Sample 1
Amendments Without Consent of the Members. Subject to the terms of Section 9.2 hereof and the Certificate of Formation, in addition to the Amendments authorized pursuant to Section 4.10 and Section 7.3.12 or otherwise authorized herein, the Manager may amend this Agreement, without the consent of any of the Members, to
Sample 1
AutoNDA by SimpleDocs

Related to Amendments Without Consent of the Members

  • Amendments Without Consent of Holders The Company and the Trustee may amend or supplement this Indenture or the Notes without notice to or the consent of any Noteholder:

  • Without Consent of the Holders The Issuer and the Indenture Trustee may amend this Indenture, the Notes or the Security Documents without notice to or consent of any Holder:

  • Amendments with Consent of Holders (a) Subject to Section 5.1 (which amendments pursuant to Section 5.1 may be made without the consent of any Holder), with the written consent of the Holders of not less than a majority of the outstanding CVRs as set forth in the CVR Register, whether evidenced in writing or taken at a meeting of the Holders, Parent and the Rights Agent may enter into one or more amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, even if such addition, elimination or change is materially adverse to the interest of the Holders.

  • Supplemental Agreements Without Consent of Holders Without the consent of any Holders, the Company and the Agent, at any time and from time to time, may enter into one or more agreements supplemental hereto, in form satisfactory to the Company and the Agent, for any of the following purposes:

  • Consent of Members Each Member hereby expressly consents and agrees that, whenever in this Agreement it is specified that an action may be taken upon the affirmative vote or consent of less than all of the Members, such action may be so taken upon the concurrence of less than all of the Members and each Member shall be bound by the results of such action.

  • Amendment Without Consent of Holders Without the consent of any Holders, the Company, the Collateral Agent and the Purchase Contract Agent, at any time and from time to time, may amend this Agreement, in form satisfactory to the Company, the Collateral Agent and the Purchase Contract Agent, for any of the following purposes:

  • With Consent of the Holders (a) The Issuer and the Trustee may amend this Indenture or the Notes with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange for the Notes). However, without the consent of each Holder of an outstanding Note affected, an amendment may not:

Time is Money Join Law Insider Premium to draft better contracts faster.