Amendment by Members. 3 Article II Management of the Company
Amendment by Members. So long as they are Members, a vote of both BioNumerik Pharmaceuticals, Inc. ("BioNumerik") and Grelan Pharmaceutical Co., Ltd. ("Grelan") acting in their capacity as Members, is required to amend this Agreement and any Certificate.
Amendment by Members. Except as otherwise stated in 13.3 the written approval of each Member shall be required to amend or waive any provision of this Agreement.
Amendment by Members. These CC&Rs may be amended only by affirmative vote or agreement of the Owners representing 75 percent or more of the total votes in the Association.
Amendment by Members. Any Manager or any Member may propose any amendment to the Company’s Articles of Organization or this Agreement to the Members. Such proposed amendment shall become effective at such time as it has been approved by the Members holding a majority of the Units.
Amendment by Members. This Agreement may be amended, modified and changed at the discretion of the Manager, provided, however, that no such amendment may be enforced where it adversely affects the Members without 80% approval of all affected Members. No amendment, modification or change shall effectively reduce the number of Unit(s) held by any particular Member unless such Member has consented in writing to such amendment, modification or change that reduces the Unit(s) held by such Member.
Amendment by Members. Except to reflect the issuance of additional Interests or the admission or termination of a Member in accordance with Section 6.1, Section 6.2, Section 12.7, Article 13, the Plan or any Employee Interest Award Agreement entered into pursuant to the Plan, and related adjustments in accordance with this Agreement, this Agreement may be amended only with the written concurrence of Capital Members having aggregate Capital Percentages of more than fifty percent (50%) (or such greater number as required by applicable law); provided, however, that absent the approval of all Capital Members no amendment shall:
(a) add to, detract from or otherwise modify the purpose of the Company or the character of its business as set forth in Article 4;
(b) increase the obligation of any Member to make contributions to the capital of the Company;
(c) enlarge the liability of any Member as provided in this Agreement;
(d) convert the Company to a general or limited partnership;
(e) modify the approval requirements to consent to a sale, assignment or encumbrance by the Member of its interest in the Company pursuant to Section 12.1, or the admission of an assignee as a Member, pursuant to Section 12.7; or
(f) amend this Article 15.
Amendment by Members. This Declaration may be amended, at a -------------------- regular or special meeting of the Members, by a vote of at least a majority of the total eligible votes of the membership of the Association.
Amendment by Members. This Agreement may be amended, modified and changed with the vote of a Majority of the Members and the written consent of the Manager, subject to Section 11.1.
Amendment by Members. This Agreement may be amended from time to time as determined by the Managers and with the written approval of Members having aggregate Participating Percentages of at least sixty-six percent (66%) of the aggregate Participating Percentages of all of the Members (or such greater number as required by applicable law); provided, however, that absent the approval of all Members no amendment shall:
(a) increase the obligation of any Member to make contributions to the capital ofthe Company;
(b) enlarge the liability of any Member as provided in this Agreement;
(c) modify the order of Distributions, or the allocation of Profits and Losses among the Members;
(d) convert the Company to a general partnership; or
(e) amend this Article 15.