Common use of General Amendments Clause in Contracts

General Amendments. Except as provided in Section 13.1(b), the Board of Directors may amend any of the terms of this Agreement but only in compliance with the terms, conditions and procedures set forth in this Section 13.1(a). If the Board of Directors desires to amend any provision of this Agreement other than pursuant to Section 13.1(b), then it shall first adopt a resolution setting forth the amendment proposed, declaring its advisability, and either calling a special meeting of the Shareholders entitled to vote in respect thereof for the consideration of such amendment or directing that the amendment proposed be considered at the next annual meeting of the Shareholders. Amendments to this Agreement may be proposed only by or with the consent of the Board of Directors. In the event that applicable law requires that amendments may be proposed by the Shareholders, such amendments may be proposed only by the holders of the percentage of Shares specified by law or if no such percentage is specified then by the holders of 25% of the Outstanding Shares; in addition, no such proposal shall be considered unless such proposal has been properly made in accordance with the provisions of Section 9.7. A special or annual meeting to consider any such proposal shall be called and held upon notice in accordance with Article IX of this Agreement. The notice shall set forth such amendment in full or a brief summary of the changes to be effected thereby, as the Board of Directors shall deem advisable. At the meeting, a vote of Shareholders entitled to vote thereon shall be taken for and against the proposed amendment. A proposed amendment shall be effective upon its approval in accordance with the provisions of Section 9.1(b).

Appears in 13 contracts

Samples: Limited Liability Company Agreement (Travelcenters of America LLC), Limited Liability Company Agreement (Travelcenters of America LLC), Limited Liability Company Agreement (Travelcenters of America LLC)

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General Amendments. Except as provided in Section 13.1(b11.1(b) and Section 11.1(c), the Board of Directors may amend any of the terms of this Agreement but only in compliance with the terms, conditions and procedures set forth in this Section 13.1(a11.1(a). If the Board of Directors desires to amend any provision of this Agreement other than pursuant to Section 13.1(b11.1(c), then it shall first adopt a resolution setting forth the amendment proposed, declaring its advisability, and either calling a special meeting of the Shareholders Members entitled to vote in respect thereof for the consideration of such amendment or directing that the amendment proposed be considered at the next annual meeting of the ShareholdersMembers. Amendments to this Agreement may be proposed only by or with the consent of the Board of Directors. In the event that applicable law requires that amendments may be proposed by the Shareholders, such amendments may be proposed only by the holders of the percentage of Shares specified by law or if no such percentage is specified then by the holders of 25% of the Outstanding Shares; in addition, no such proposal shall be considered unless such proposal has been properly made in accordance with the provisions of Section 9.7. A Such special or annual meeting to consider any such proposal shall be called and held upon notice in accordance with Article IX Section 11.2 and Section 11.3 of this Agreement. The notice shall set forth such amendment in full or a brief summary of the changes to be effected thereby, as the Board of Directors shall deem advisable. At the meeting, a vote of Shareholders Members entitled to vote thereon shall be taken for and against the proposed amendment. A proposed amendment shall be effective upon its approval in accordance with the provisions of Section 9.1(b)by a Unit Majority, unless a greater percentage is required under this Agreement or by Delaware law.

Appears in 12 contracts

Samples: Limited Liability Company Agreement (Copano Energy, L.L.C.), Limited Liability Company Agreement (Linn Energy, LLC), Limited Liability Company Agreement (Linn Energy, LLC)

General Amendments. Except as provided in Section 13.1(b11.1(b) and Section 11.1(c), the Board of Directors may amend any of the terms of this Agreement but only in compliance with the terms, conditions and procedures set forth in this Section 13.1(a11.1(a). If the Board of Directors desires to amend any provision of this Agreement other than pursuant to Section 13.1(b11.1(c), then it shall first adopt a resolution setting forth the amendment proposed, declaring its advisability, and either calling a special meeting of the Shareholders Members entitled to vote in respect thereof for the consideration of such amendment or directing that the amendment proposed be considered at the next annual meeting of the ShareholdersMembers. Amendments to this Agreement may be proposed only by or with the consent of the Board of Directors. In the event that applicable law requires that amendments may be proposed by the Shareholders, such amendments may be proposed only by the holders of the percentage of Shares specified by law or if no such percentage is specified then by the holders of 25% of the Outstanding Shares; in addition, no such proposal shall be considered unless such proposal has been properly made in accordance with the provisions of Section 9.7. A Such special or annual meeting to consider any such proposal shall be called and held upon notice in accordance with Article IX Section 11.2 and Section 11.3 of this Agreement. The notice shall set forth such amendment in full or a brief summary of the changes to be effected thereby, as the Board of Directors shall deem advisable. At the meeting, a vote of Shareholders entitled to vote thereon holders of the Outstanding Common Shares shall be taken for and against the proposed amendment. A proposed amendment shall be effective upon its approval in accordance with by a majority of the provisions of Section 9.1(b)Outstanding Common Shares, unless a different vote is required under this Agreement or by Delaware law.

Appears in 7 contracts

Samples: Limited Liability Company Agreement, Limited Liability Company Agreement (Cheniere Energy Partners LP Holdings, LLC), Limited Liability Company Agreement (Cheniere Energy Partners LP Holdings, LLC)

General Amendments. Except as provided in Section 13.1(b11.1(b) and Section 11.1(c), the Board of Directors may amend any of the terms of this Agreement but only in compliance with the terms, conditions and procedures set forth in this Section 13.1(a11.1(a). If the Board of Directors desires to amend any provision of this Agreement other than pursuant to Section 13.1(b11.1(c), then it shall first adopt a resolution setting forth the amendment proposed, declaring its advisability, advisability and either calling a special meeting of the Shareholders Members entitled to vote in respect thereof for the consideration of such amendment or directing that the amendment proposed be considered at the next annual meeting of the ShareholdersMembers. Amendments to this Agreement may be proposed only by or with the consent of the Board of Directors. In the event that applicable law requires that amendments may be proposed by the Shareholders, such amendments may be proposed only by the holders of the percentage of Shares specified by law or if no such percentage is specified then by the holders of 25% of the Outstanding Shares; in addition, no such proposal shall be considered unless such proposal has been properly made in accordance with the provisions of Section 9.7. A Such special or annual meeting to consider any such proposal shall be called and held upon notice in accordance with Article IX Section 11.3 and Section 11.4 of this Agreement. The notice of such meeting shall set forth such amendment in full or a brief summary of the changes to be effected thereby, as the Board of Directors shall deem advisable. At the meeting, a vote of Shareholders Members entitled to vote thereon shall be taken for and against the proposed amendment. A Subject to Section 11.2(d), a proposed amendment shall be effective upon its approval in accordance with the provisions of Section 9.1(b)by a Unit Majority, unless a greater percentage is required under this Agreement.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Vanguard Natural Resources, LLC), Limited Liability Company Agreement (Vanguard Natural Resources, LLC), Limited Liability Company Agreement (Vanguard Natural Resources, LLC)

General Amendments. Except as provided in Section 13.1(b11.1(b) and Section 11.1(c), the Board of Directors may amend any of the terms of this Agreement but only in compliance with the terms, conditions and procedures set forth in this Section 13.1(a11.1(a). If the Board of Directors desires to amend any provision of this Agreement other than pursuant to Section 13.1(b11.1(c), then it shall first adopt a resolution setting forth the amendment proposed, declaring its advisability, and either calling a special meeting of the Shareholders Members entitled to vote in respect thereof for the consideration of such amendment or directing that the amendment proposed be considered at the next annual meeting of the ShareholdersMembers. Amendments to this Agreement may be proposed only by or with the consent of the Board of Directors. In the event that applicable law requires that amendments may be proposed by the Shareholders, such amendments may be proposed only by the holders of the percentage of Shares specified by law or if no such percentage is specified then by the holders of 25% of the Outstanding Shares; in addition, no such proposal shall be considered unless such proposal has been properly made in accordance with the provisions of Section 9.7. A Such special or annual meeting to consider any such proposal shall be called and held upon notice in accordance with Article IX Section 11.2 and Section 11.3 of this Agreement. The notice shall set forth such amendment in full or a brief summary of the changes to be effected thereby, as the Board of Directors shall deem advisable. At the meeting, a vote of Shareholders entitled to vote thereon holders of the Outstanding Voting Shares shall be taken for and against the proposed amendment. A proposed amendment shall be effective upon its approval in accordance with by a majority of the provisions of Section 9.1(b)Outstanding Voting Shares, unless a different vote is required under this Agreement or by Delaware law.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (LinnCo LLC), Limited Liability Company Agreement (LinnCo LLC)

General Amendments. Except as provided in Section 13.1(b11.1(b) and Section 11.1(c), the Board of Directors may amend any of the terms of this Agreement but only in compliance with the terms, conditions and procedures set forth in this Section 13.1(a)11.1. If the Board of Directors desires to amend any provision of this Agreement other than pursuant to Section 13.1(b11.1(c), then it shall first adopt a resolution setting forth the amendment proposed, declaring its advisability, advisability and either calling a special meeting of the Shareholders Members entitled to vote in respect thereof for the consideration of such amendment or directing that the amendment proposed be considered at the next annual meeting of the ShareholdersMembers. Amendments to this Agreement may be proposed only by or with the consent of the Board of Directors. In the event that applicable law requires that amendments may be proposed by the Shareholders, such amendments may be proposed only by the holders of the percentage of Shares specified by law or if no such percentage is specified then by the holders of 25% of the Outstanding Shares; in addition, no such proposal shall be considered unless such proposal has been properly made in accordance with the provisions of Section 9.7. A Such special or annual meeting to consider any such proposal shall be called and held upon notice in accordance with Article IX Section 11.3 and Section 11.4 of this Agreement. The notice of such meeting shall set forth such amendment in full or a brief summary of the changes to be effected thereby, as the Board of Directors shall deem advisable. At the meeting, a vote of Shareholders Members entitled to vote thereon shall be taken for and against the proposed amendment. A Subject to Section 11.2(d), a proposed amendment shall be effective upon its approval in accordance with the provisions of Section 9.1(b)by a Unit Majority, unless a greater percentage is required under this Agreement.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Vanguard Natural Resources, LLC)

General Amendments. Except as provided in Section 13.1(b11.1(b) and Section 11.1(c), the Board of Directors may amend any of the terms of this Agreement but only in compliance with the terms, conditions and procedures set forth in this Section 13.1(a11.1(a). If the Board of Directors desires to amend any provision of this Agreement other than pursuant to Section 13.1(b11.1(c), then it shall first adopt a resolution setting forth the amendment proposed, declaring its advisability, advisability and either calling a special meeting of the Shareholders Members entitled to vote in respect thereof for the consideration of such amendment or directing that the amendment proposed be considered at the next annual meeting of the ShareholdersMembers. Amendments to this Agreement may be proposed only by or with the consent of the Board of Directors. In the event that applicable law requires that amendments may be proposed by the Shareholders, such amendments may be proposed only by the holders of the percentage of Shares specified by law or if no such percentage is specified then by the holders of 25% of the Outstanding Shares; in addition, no such proposal shall be considered unless such proposal has been properly made in accordance with the provisions of Section 9.7. A Such special or annual meeting to consider any such proposal shall be called and held upon notice in accordance with Article IX Section 11.3 and Section 11.4 of this Agreement. The notice of such meeting shall set forth such amendment in full or a brief summary of the changes to be effected thereby, as the Board of Directors shall deem advisable. At the meeting, a vote of Shareholders Members entitled to vote thereon shall be taken for and against the proposed amendment. A Subject to Section 11.2(d), a proposed amendment shall be effective upon its approval in accordance with the provisions of Section 9.1(b)by both a Unit Majority, unless a greater percentage is required by this Agreement.

Appears in 1 contract

Samples: Operating Agreement (Atlas Energy Resources, LLC)

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General Amendments. Except as provided in Section 13.1(b9.1(b) and Section 9.1(c), the Board of Directors Company may amend any of the terms of this Agreement but only in compliance with the terms, conditions and procedures set forth in this Section 13.1(a9.1(a). If the Board of Directors desires to amend any provision of this Agreement other than pursuant to Section 13.1(b)Agreement, then it shall first adopt a resolution setting forth the amendment proposed, declaring its advisability, and either calling a special meeting of the Shareholders entitled to vote in respect thereof for the consideration of such amendment or directing that the amendment proposed be considered at the next annual meeting of the Shareholders. Amendments to this Agreement may be proposed only by or with the consent of the Board of Directors. In the event that applicable law requires that amendments may be proposed by the Shareholders, such amendments may be proposed only by the holders of the percentage of Shares specified by law or if no such percentage is specified then by the holders of 25% of the Outstanding Shares; in addition, no such proposal shall be considered unless such proposal has been properly made in accordance with the provisions of Section 9.7. A Such special or annual meeting to consider any such proposal shall be called and held upon notice in accordance with Article IX Sections 9.3 and 9.4 of this Agreement. The notice shall set forth such amendment in full or a brief summary of the changes to be effected thereby, as the Board of Directors directors shall deem advisable. At the meeting, a vote of Shareholders entitled to vote thereon shall be taken for and against the proposed amendment. A If the Record Holders of a majority of the voting power of the Company, and the Record Holders of a majority of the Shares of each series of Member Interests entitled to vote on such amendment as a class pursuant to the Member Interest Designation of such series (or such higher percentage as required by any Member Interest Designation), approve such proposed amendment, then such proposed amendment shall constitute a valid and effective amendment. The amendment shall be effective upon its approval in accordance with on the provisions of Section 9.1(b)date that the Shareholders have approved such amendment at such meeting.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Trenwick America LLC)

General Amendments. Except as provided in Section 13.1(b10.1(b) and Section 10.1(c), the Board of Directors Company may amend any of the terms of this Agreement but only in compliance with the terms, conditions and procedures set forth in this Section 13.1(a10.1(a). If the Board of Directors desires to amend any provision of this Agreement other than pursuant to Section 13.1(b)Agreement, then it shall first adopt a resolution setting forth the amendment proposed, declaring its advisability, and either calling a special meeting of the Shareholders entitled to vote in respect thereof for the consideration of such amendment or directing that the amendment proposed be considered at the next annual meeting of the Shareholders. Amendments to this Agreement may be proposed only by or with the consent of the Board of Directors. In the event that applicable law requires that amendments may be proposed by the Shareholders, such amendments may be proposed only by the holders of the percentage of Shares specified by law or if no such percentage is specified then by the holders of 25% of the Outstanding Shares; in addition, no such proposal shall be considered unless such proposal has been properly made in accordance with the provisions of Section 9.7. A Such special or annual meeting to consider any such proposal shall be called and held upon notice in accordance with Article IX Sections 10.3 and 10.4 of this Agreement. The notice shall set forth such amendment in full or a brief summary of the changes to be effected thereby, as the Board of Directors directors shall deem advisable. At the meeting, a vote of Shareholders entitled to vote thereon shall be taken for and against the proposed amendment. A If the Record Holders of a majority of the voting power of the Company, and the Record Holders of a majority of the Shares of each series of Member Interests entitled to vote on such amendment as a class pursuant to the Member Interest Designation of such series (or such higher percentage as required by any Member Interest Designation) approve such proposed amendment, then such proposed amendment shall constitute a valid and effective amendment. The amendment shall be effective upon its approval in accordance with on the provisions of Section 9.1(b)date that the Shareholders have approved such amendment at such meeting.

Appears in 1 contract

Samples: Kaneb Services LLC

General Amendments. Except as provided in Section 13.1(b14.4(c), the Board of Directors may amend any of the terms of this Agreement but only in compliance with the terms, conditions and procedures set forth in this Section 13.1(a14.4(a). If the Board of Directors desires to amend any provision of this Agreement other than pursuant to Section 13.1(b14.4(c), then it shall first adopt a resolution setting forth the amendment proposed, declaring its advisability, advisability and either calling a special meeting of the Shareholders Members entitled to vote in respect thereof for the consideration of such amendment or amendment, directing that the amendment proposed be considered at the next annual meeting of the ShareholdersMembers, or authorizing the Members to approve such amendment by written consent in accordance with Section 3.6. Amendments to this Agreement may be proposed only by or with the consent of the Board of Directorsor by Members owning Membership Interests representing a Majority Interest. In the event that applicable law requires that amendments may be proposed by the Shareholders, such amendments may be proposed only by the holders of the percentage of Shares specified by law or if no such percentage is specified then by the holders of 25% of the Outstanding Shares; in addition, no such proposal shall be considered unless such proposal has been properly made in accordance with the provisions of Section 9.7. A Such special or annual meeting to consider any such proposal meeting, if any, shall be called and held upon notice in accordance with Article IX of this AgreementSection 3.5. The notice shall set forth such amendment in full or a brief summary of the changes to be effected thereby, as the Board of Directors shall deem advisable. At the any such meeting, a vote of Shareholders entitled to vote thereon the Members shall be taken for and against the proposed amendment. A proposed amendment shall be effective upon its approval by the affirmative vote of the Members owning Membership Interests representing a Majority Interest, unless a different vote is required under this Agreement or by Delaware law; provided, however, that any amendment that, as determined by the Board, in accordance with good faith, would have a disproportionately negative effect on any Member (in their capacity as such) as compared to other Members holding the provisions same class of Section 9.1(b)Membership Interests shall not be effective against such negatively affected Member without the approval of such Member.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Atlas Growth Partners, L.P.)

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