Adoption of Amendments. (a) This Agreement may be amended from time-to-time with the unanimous consent of (i) the Board and (ii) the Members.
(b) On the adoption of any amendment to this Agreement, the amendment shall be executed by the Board and all of the Members and, only if necessary under applicable law, be recorded in the proper records of each jurisdiction in which recordation is necessary for the Company to conduct business or to preserve the limited liability of the Members.
Adoption of Amendments. This Agreement may be amended with, and only with, the Super Majority Vote of the Members and the approval of the Board of Directors; provided that, no amendment that will adversely affect the economic rights and/or obligations of any Member shall be made without such Member’s prior written consent. Notwithstanding the foregoing sentence or any other provision of this Agreement to the contrary, the Board of Directors have the right and authority to unilaterally amend this Agreement without the consent of any Member (a) to reflect applicable changes to the information set forth in Exhibit “A”, (b) to cure any ambiguity or mistake, to correct or supplement any provision herein that may be inconsistent with any other provision herein, or to make any other provision with respect to matters or questions arising under this Agreement that will not be inconsistent with the provisions of this Agreement or the Confidential Private Placement Memorandum, (c) to comply with applicable laws and regulations, (d) as required by a lender making a loan to the Company or any Subsidiary, (e) as contemplated in the Confidential Private Placement Memorandum or (f) if the amendment does not adversely affect the economic rights and/or obligations of any Member. Each Member by executing this Agreement acknowledges and agrees that amendments to this Agreement adopted as provided hereunder are valid and enforceable against each Member, and each Member irrevocably waives any appraisal or dissenters’ rights the Member may have as it relates to such amendments under applicable law.
Adoption of Amendments. 12.1.1. In addition to the amendments authorized herein, amendments may be made to this Agreement from time to time by a majority-in-interest of the Limited Partners, without the Consent of the General Partner; provided that no such amendment shall (a) in any manner allow the Limited Partners to take any action which would constitute their participation in the control of the Partnership's business within the meaning of Section 15632 of the Act, or otherwise cause the loss of their limited liability, nor (b) without the Consent of the General Partner, alter the rights, power, duties or compensation of the General Partner or any of its Affiliates or its (or any of its Affiliates') interest in Profits and Losses for Tax Purposes, Tax Credits, Cash Available for Distribution or Sale or Refinancing Proceeds or alter any of the provisions of Sections 3.6.2 or 6.6 or this Section 12.1.1.
12.1.2. In addition to the amendments otherwise authorized herein, amendments may be made to this Agreement from time to time by the General Partner, without the Consent of any of the Limited Partners: (i) to add to the representations, duties or obligations of the General Partner or surrender any right or power granted to the General Partner herein, for the benefit of the Limited Partners; (ii) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Agreement which will not be inconsistent with the provisions of this Agreement; and (iii) to delete or add any provision of this Agreement required to be deleted or added by the staff of the Securities and Exchange Commission or other Federal agency or by a state "Blue Sky" commissioner or similar official and deemed by the Commission, agency, commissioner or official to be for the benefit or protection of the Limited Partners. No amendment shall be adopted pursuant to this Section 12.1.2 (except under the preceding clause (iii)) unless its adoption: (i) is for the benefit of or not adverse to the interests of the Limited Partners; (ii) is consistent with Section 5.1 hereof; (iii) does not affect the distribution of Cash Available for Distribution or Sale or Refinancing Proceeds or the allocation of Profits and Losses for Tax Purposes or of Tax Credits among the Partners or between the Limited Partners as a class and the General Partner; and (iv) does not, in the opinion of co...
Adoption of Amendments. The vote of the majority in interest of the Members voting in accordance with their voting Units shall be required to amend this Agreement or to grant waivers from any provision of this Agreement or to take any other action permitted to be taken by Members under the Act.
Adoption of Amendments. This Agreement may be amended from time-to-time only with the Consent of Members holding two-thirds of the Units.
Adoption of Amendments. The Members shall make every effort to reach agreement on any proposed amendment by consensus. If all efforts at reaching a consensus have been exhausted and no agreement reached, the amendment shall, subject to the requirements of paragraph 6 of Article 11 of this Agreement and as a last resort, be adopted by a two-thirds majority vote of the representatives of the Members who are present and eligible to vote at the ordinary or extraordinary General Meeting, as the case may be. The adopted amendment shall be communicated by the chairman of the General Meeting , who shall circulate it to all Members. For purposes of this Article “
Adoption of Amendments. Amendments to this Agreement shall be adopted only upon the affirmative vote of a Majority in Interest of Limited Partners. Upon such vote, the General Partner shall within a reasonable time after the adoption of any amendment to this Agreement make any official filings or publications required or desirable to reflect such amendment, including any required filing for recordation of any certificate.
Adoption of Amendments. Amendments to this treaty shall be adopted through a consensus of the General Council, and shall enter into force in accordance once adopted.
Adoption of Amendments. The Board of Directors is authorized and empowered from time to time in its discretion to make, alter, amend or repeal these Bylaws, except as such power may be restricted or limited by the GCL; provided, however, that the provisions set forth in Sections 14, 16(a)-(d), 17, 18, 19, 20 or this Section 50 shall not be amended or repealed unless the Investors shall have consented thereto in writing. Notwithstanding the foregoing (i) those provisions of Sections 14, 16(b)-(d), 17, 18, 19, 20 and the proviso in the preceding sentence of this Section 50 pertaining to the Berkshire/Greenbriar Investors shall be automatically repealed and cease to have any force or effect on the date upon which the Berkshire/Greenbriar Investors' rights under the Stockholders Agreement terminate pursuant to the terms of such agreement and (ii) those provisions of Sections 14, 16(b)-(d), 17, 18, 19, 20 and the proviso in the preceding sentence of this Section 50 pertaining to the Goldman Investors shall be automatically repealed and cease to have any force or effect on the date upon which the Goldman Investors' rights under the Governance Agreement terminate pursuant to the terms of such agreement
Adoption of Amendments. The Members shall make every effort to reach agreement on any proposed amendment by consensus. If all efforts at reaching a consensus have been exhausted and no agreement reached, the amendment shall, subject to the requirements of paragraph 11.6 of this Agreement and as a last resort, be adopted by a two-thirds majority vote of the voting power represented at the ordinary or extraordinary General Meeting, as the case may be. The adopted amendment shall be communicated by the Chair of the General Meeting, who shall circulate it to all Members.
