Amendment of LLC Agreement. Each of the LLC and each Shareholder party to the LLC Agreement dated as of February 2, 2000 hereby agrees that it will not amend, supplement or otherwise modify the provisions of Section 5.2 of such agreement without the prior written consent of the Company.
Amendment of LLC Agreement. By the execution and delivery of this Agreement, each Member hereby agrees that, effective as of the Closing Date, Sections 11.2 and 11.3 of the LLC Agreement shall be deemed amended to delete the terms thereof in their entirety. To the extent any provision of Article XI of the LLC Agreement conflicts with the terms of this Agreement, the terms of this Agreement shall be controlling.
Amendment of LLC Agreement. The provisions of the Amended and Restated Limited Liability Company Operating Agreement of Spansion LLC dated as of June 30, 2003 (the “LLC Agreement”), as amended, by and between AMD Investments and FMH shall be amended as of the date of the Contribution in the form attached hereto as Exhibit H.
Amendment of LLC Agreement. Pledgor shall not, without the prior written consent of the Collateral Agent, agree to or permit
(a) the cancellation or termination of the LLC Agreement, except upon the expiration of the stated term thereof, or (b) any amendment, supplement or modification of, or waiver with respect to any of the provisions of, the LLC Agreement, in either case, that is prohibited by the Secured Debt Documents; provided, that Pledgor agrees that it shall not, without the prior written consent of the Collateral Agent, amend or modify the LLC Agreement in any manner which would expressly restrict the Collateral Agent's ability to exercise remedies in respect of the Pledged Collateral as and to the extent contemplated hereby.
Amendment of LLC Agreement. The LLC Agreement is hereby amended as follows:
1.1 The definition of "
Amendment of LLC Agreement. Holding will amend and restate its existing limited liability company agreement in the form of the Second Amended and Restated Limited Liability Company Agreement attached hereto as Exhibit C (the “Amended LLCA”), in order, among other things, to effect a split of the Holding Units, pursuant to which each Holding Unit held by a member immediately prior to the date hereof shall represent, immediately following such split, 1.7576049 Holding Units (the transactions set forth in this paragraph are referred to collectively as the “Holding Unit Split”).
Amendment of LLC Agreement. The LLC Agreement is hereby amended as follows:
1.1 A new Section 3.7 shall be added to the LLC Agreement as follows:
Amendment of LLC Agreement. Section 1 of the LLC Agreement is hereby amended to read in full as follows:
Amendment of LLC Agreement. To the extent that any of the terms set forth in this Agreement related to the liquidation and dissolution of Arcus are inconsistent with those set forth in the LLC Agreement, the terms of this Agreement shall supercede and amend the LLC Agreement. [The remainder of this page has been intentionally left blank.]
Amendment of LLC Agreement. (a) Except as otherwise provided in this Section 8.1 and Section 5.6(k), this Agreement may be amended, in whole or in part, with the approval of a majority of the Board of Directors (including a majority of the Independent Directors, to the extent required by the 1940 Act). Any amendment also must be approved by a majority (as defined in the 1940 Act) of the outstanding voting securities of the Fund to thx xxxxxx such vote is required by the 1940 Act.
(b) Any amendment that would:
(1) increase the xxxxxxxion of a Member to make any Capital Contribution; or
(2) reduce the Capital Account of a Member other than in accordance with Article V of this Agreement, may be made only if (A) the written consent of each Member adversely affected by the proposed amendment is obtained prior to the effectiveness of the amendment or (B) the proposed amendment does not become effective until (i) each Member adversely affected by the proposed amendment has received written notice of the proposed amendment and (ii) any Member adversely affected by the proposed amendment that objects to the proposed amendment has been afforded a reasonable opportunity (under procedures adopted by the Managing Member in its sole discretion) to tender the Member's entire Interest for repurchase by the Fund.
(c) The following amendments may be made only with the unanimous consent of the Members and, to the extent required by the 1940 Act, approval of a majority of the Board of Directors (including a majority of the Independent Directors, to the extent required by the 1940 Act):
(1) any amendment that would alter the provisions of Section 5.6 of this Agreement relating to the Special Member's Incentive Allocation to the extent such amendment would increase the Incentive Allocation or otherwise have an adverse economic effect on the Members (other than the Special Member);
(2) any material amendment that would alter the provisions of this Section 8.1(b) or (c) relating to the amendment of this Agreement; and
(3) any amendment that would alter the provisions of Section 3.9 of this Agreement relating to indemnification.
(d) Notwithstanding the provisions of Sections 8.1(a), 8.1(b) and 8.1(c) of this Agreement, the Managing Member, at any time without the consent of any other Member or (except as otherwise provided in this Section 8.1(d)) the Board of Directors, may:
(1) amend the provisions relating to the Incentive Allocation so that the provisions conform to any applicable requirements of the Secu...
