Amendments to LLC Agreement. The LLC Agreement is hereby amended as follows:
Amendments to LLC Agreement. Effective immediately prior to the earlier to occur of the (i) Acquisition Effective Time (as defined in the Existing Arrangement Agreement), and (ii) Effective Time (as defined in the Floating Share Arrangement Agreement), the Fourth Amended and Restated Limited Liability Company Agreement of the Company, the form of which is attached hereto as Exhibit A, shall automatically amend and restate the LLC Agreement in its entirety, without any further action required by the Manager, the Majority Member or the Members.
Amendments to LLC Agreement. (a) The definition of “Liquidation Event” in Article I shall be deleted in its entirety.
Amendments to LLC Agreement. Without GSK’s prior written consent (not to be unreasonably withheld, conditioned or delayed), Purchaser shall not, and shall cause its affiliates not to, directly or indirectly, waive, amend, revise or modify, or grant any consent under or with respect to, or take any other action or inaction having the effect of any of the foregoing, the TRC LLC Agreement. For the avoidance of doubt, the admissions of new members to TRC in connection with a Transfer (as defined in the TRC LLC Agreement) (which for the avoidance of doubt includes the redomestication of a Member) permitted by and in compliance with the provisions of the TRC LLC Agreement and this Agreement shall not require GSK’s consent.
Amendments to LLC Agreement. (a) The following definitions shall be added to Article I of the LLC Agreement:
Amendments to LLC Agreement. (a) Section 2.5 is hereby deleted in its entirety and replaced with the following: “Subject to Section 9.1 hereof, the purposes of the LLC are to receive the Equity Investment from the Owner Participant, to issue the Lessor Notes pursuant to the Collateral Trust Indenture, which Lessor Notes shall be secured by the Indenture Estate, to use all such funds on the Closing Date to acquire and accept an assignment and transfer of the Undivided Interest and the Ground Interest, to lease the Undivided Interest and the Ground Interest to the Facility Lessee pursuant to the Facility Lease and the Facility Site Lease, respectively, to purchase or otherwise acquire any of the Lessor Notes pursuant to Section 4.4(e) of the Collateral Trust Indenture, to assign or transfer all or any portion of or interest in such Lessor Notes to any Person, to issue the Settlement Agreement Additional Lessor Notes, to take such other actions as may be expressly contemplated under the Operative Documents and, to the extent not prohibited by the Operative Documents, the Settlement Agreement, and/or to take such other actions as may be necessary or appropriate for (or incidental to) any of the foregoing purposes (including, without limitation, entering into any sale and purchase agreement with any Person with respect to all or any portion of or interest in the Lessor Notes acquired pursuant to Section 4.4(e) of the Collateral Trust Indenture and the Settlement Agreement Additional Lessor Notes), and to otherwise protect and preserve the LLC Assets in accordance with the terms hereof.”
Amendments to LLC Agreement. (a) Amendment to Section 3.2(b). Section 3.2(b) is hereby deleted in its entirety and replaced with the following:
Amendments to LLC Agreement. For purposes of 16.10(v) of the LLC Agreement, this Agreement constitutes the agreement of the Members that the following provisions of the LLC Agreement may be modified by a Supermajority Vote of the Board:
Amendments to LLC Agreement. The terms and provisions of this Agreement may be modified or amended at any time and from time to time by a written instrument signed by the parties hereto.
Amendments to LLC Agreement. (a) Amendment to Section 4.1(f). Section 4.1(f) is hereby deleted in its entirety and replaced with the following: “Information; Investment Experience. Such Member acknowledges that such Member is familiar with the business and financial condition, properties, operations and prospects of the Company, including the Sponsor’s ownership of a substantial amount of the issued and outstanding Membership Interests of the Company and the Sponsor’s rights set forth in this Agreement, and such Member has made all investigations and has received all information, including with respect to the risks associated with an investment in the Membership Interests, which it deems necessary or desirable for deciding whether to invest in the Membership Interests. Such Member has such knowledge and experience in financial and business matters that such Member is capable of evaluating the merits and risks of an investment in the Membership Interests and of making an informed investment decision with respect to the purchase thereof and understands that (i) this investment is suitable only for an investor which is able to bear the economic consequences of losing such investor’s entire investment, (ii) the acquisition of the Membership Interests hereunder is a speculative investment which involves a high degree of risk of loss, which could include the loss of the Member’s entire investment, and (iii) there are substantial restrictions on the transferability of, and there will be no public market for, the Membership Interests, and accordingly, it may not be possible for such Member to liquidate such Member’s investment in case of emergency.”
