Consent of Adversely Affected Member Required Sample Clauses

Consent of Adversely Affected Member Required. Notwithstanding Section 14.1(a) and Section 14.1(b) hereof; this Agreement shall not be amended without the Consent of each Member adversely affected if such amendment would (i) convert a Non-Managing Member’s interest in the Company into a Managing Member’s interest (except as a result of the Managing Member acquiring such interest), (ii) modify the limited liability of a Non-Managing Member, (iii) alter rights of the Member to receive distributions pursuant to Article V, or the allocations specified in Article VI (except as permitted pursuant to Section 4.2 and Section 14-1(b)(3) hereof), (iv) alter or modify the Redemption Right as set forth in Sections 4.2(e) and 11.2(b), and related definitions hereof, (v) cause the termination of the Company prior to the time set forth in Sections 2.4 or 13.1 or (vi) amend this Section 14.1(c). Further, no amendment may alter the restrictions on the Managing Member’s authority set forth in Section 7.3 without the Consent specified in that section. This Section 14.1(c) does not require unanimous consent of all Members adversely affected unless the amendment is to be effective against all Members adversely affected.
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Consent of Adversely Affected Member Required. Notwithstanding Section 14.1.2 hereof, this Agreement shall not be amended without the consent of any Member adversely affected if such amendment would (a) modify the limited liability of such Member, (b) alter rights of such Member to receive distributions pursuant to Article 5 or Article 13, the allocations specified in Exhibit “A”, or the Capital Contribution obligations set forth in Article 4, (c) cause the termination of the Company prior to the time set forth in Section 2.4 or Section 13.1, or (d) amend this Section 14.1.3. Further, no amendment may alter the restrictions on the Managing Members’ authority set forth herein without the consent of all Members.
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Consent of Adversely Affected Member Required. Notwithstanding Section 14.1(a) hereof, this Agreement shall not be amended without the Consent of each Member adversely affected if such amendment would (i) modify the limited liability of a Nonmanaging Member or Preferred Member, (ii) alter or modify the Redemption Right or the Redemption Amount except as provided in this Agreement, (iii) change any of the allocation or distribution provisions, (iv) have an adverse effect on the Preferred Member or (v) amend this Section 14.1(c). Notwithstanding any other provision of this Agreement, Article XV may not be amended nor any of the terms thereof waived without the prior written consent of the Preferred Member. Further, no amendment may alter the restrictions on the Managing Member’s authority set forth in Section 7.3 without the Consent specified in that section.
Sample 1
Consent of Adversely Affected Member Required. Notwithstanding Section 14.1(a) hereof, this Agreement shall not be amended without the consent of each Member adversely affected if such amendment would (i) modify the limited liability of a Member, (ii) alter rights of the Member to receive distributions pursuant to Articles V or XIII, or the allocations specified in Article VI (except as permitted pursuant to Section 4.2 hereof), (iii) alter or modify the Contribution Right as set forth in Section 4.2(c), and related definitions thereof, (v) cause the termination of the Company prior to the time set forth in Sections 2.4 or 13.1, or (vi) amend this Section 14.1(c), Section 5.4, Sections 7.1(e), 7.12 or 7.13. Further, no amendment may alter the restrictions on the Managing Member's authority set forth in Section 7.3 without the consent specified in that section.
Sample 1

Related to Consent of Adversely Affected Member Required

  • Trustee Action by Written Consent Without a Meeting To the extent not inconsistent with the provisions of the 1940 Act, any action that may be taken at any meeting of the Board of Trustees or any committee thereof may be taken without a meeting and without prior written notice if a consent or consents in writing setting forth the action so taken is signed by the Trustees having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all Trustees on the Board of Trustees or any committee thereof, as the case may be, were present and voted. Written consents of the Trustees may be executed in one or more counterparts. A consent transmitted by electronic transmission (as defined in Section 3806 of the DSTA) by a Trustee shall be deemed to be written and signed for purposes of this Section. All such consents shall be filed with the secretary of the Trust and shall be maintained in the Trust’s records.

  • Approval by Limited Partners of Merger or Consolidation (a) Except as provided in Section 14.3(d), the General Partner, upon its approval of the Merger Agreement, shall direct that the Merger Agreement be submitted to a vote of Limited Partners, whether at a special meeting or by written consent, in either case in accordance with the requirements of Article XIII. A copy or a summary of the Merger Agreement shall be included in or enclosed with the notice of a special meeting or the written consent.

  • Action by or Consent of Noteholders and Certificateholder Whenever any provision of this Agreement refers to action to be taken, or consented to, by the Noteholders or the Certificateholder, such provision shall be deemed to refer to the Noteholders or the Certificateholder, as the case may be, of record as of the Record Date immediately preceding the date on which such action is to be taken, or consent given, by Noteholders or the Certificateholder. Solely for the purposes of any action to be taken, or consented to, by Noteholders or the Certificateholder, any Note or the Certificate registered in the name of the Seller or any Affiliate thereof shall be deemed not to be outstanding; provided, however, that, solely for the purpose of determining whether the Trustee or the Trust Collateral Agent is entitled to rely upon any such action or consent, only Notes or the Certificate which the Owner Trustee or a Responsible Officer of the Trustee or the Trust Collateral Agent, respectively, has actual knowledge is so owned shall be so disregarded.

  • 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.

  • Amendments; Waivers; No Additional Consideration No provision of this Agreement may be waived or amended except in a written instrument signed by the Company, Parent and the Shareholders. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any Party to exercise any right hereunder in any manner impair the exercise of any such right.

  • Admission of Additional Members One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

  • Other Action Affecting Common Stock In case at any time or from time to time the Company shall take any action in respect of its Common Stock, other than the payment of dividends permitted by Section 4 or any other action described in Section 4, then, unless such action will not have a materially adverse effect upon the rights of the holder of this Warrant, the number of shares of Common Stock or other stock into which this Warrant is exercisable and/or the purchase price thereof shall be adjusted in such manner as may be equitable in the circumstances.

  • Admission of Substituted Members Subject to the other provisions of this Article 10 a transferee of a Membership Interest may be admitted to the Company as a substituted Member only upon satisfaction of the conditions set forth in this Section 10.5.

  • Trustee Action by Written Consent Any action which may be taken by Trustees by vote may be taken without a meeting if that number of the Trustees, or members of a committee, as the case may be, required for approval of such action at a meeting of the Trustees or of such committee consent to the action in writing and the written consents are filed with the records of the meetings of Trustees. Such consent shall be treated for all purposes as a vote taken at a meeting of Trustees.

  • 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:

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