Amendment of Section 5.4(a) Sample Clauses

Amendment of Section 5.4(a). Section 5.4(a) of the Operating Agreement is hereby amended in its entirety to read as follows: (a) The Manager and Special Purpose Manager shall cause the Company to conduct its business and operations separate and apart from that of any Member, the Manager, the Special Purpose Manager or any of their Affiliates, including, without limitation, (i) maintaining books and financial records of the Company separate from the books and financial records of any Member, the Manager, the Special Purpose Manager or any of their Affiliates, and observing all Company procedures and formalities, including, without limitation, maintaining minutes of Company meetings and acting on behalf of the Company only pursuant to authorization of the Members as required under this Agreement, (ii) causing the Company to pay its liabilities only from available assets of the Company, and (iii) causing the Company to conduct its dealings with third parties in its own name and as a separate and independent entity.”
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Amendment of Section 5.4(a). Section 5.4(a) is hereby amended and restated in its entirety as follows: “Following the Closing, the Purchasers shall, collectively, have the right to nominate, pursuant to the terms and subject to the conditions of this Section 5.4, two nominees to the Board of Directors (the “Board Nominees”). Each such nominee shall not be prohibited from serving as a director pursuant to any applicable law (including, the Exchange Act and the Xxxxxxx Antitrust Act of 1914, as amended) or rule or regulation of the SEC or any national securities exchange on which the Company’s Common Stock is listed or admitted to trading (the “Qualification Requirement”); provided, that Messrs. Xxxxxx Xxxxxx and Xxxxxx Xxxxx (the initial Board Nominees) shall be deemed to satisfy such Qualification Requirement. In addition, at least one such nominee shall satisfy the independence requirements of the NYSE MKT or any other national securities exchange on which the Company’s Common Stock is listed or admitted to trading (other than for service on the audit committee), as determined in the good faith, reasonable judgment of the Company. The Board of Directors and the appropriate committees of the Board of Directors shall conduct the consideration of the qualifications, suitability and independence of a Board Nominee, and make any determinations with respect thereto, in a manner consistent with considerations and determinations in respect of other members of the Board of Directors. The Purchasers will take all necessary action to cause any nominee for Board Nominee to make himself or herself reasonably available for interviews, to consent to such reference and background checks or other investigations and to provide such information (including information necessary to determine the nominee’s independence status under various requirements and institutional investor guidelines as well as information necessary to determine any disclosure obligations of the Company) as the Board of Directors or its Nominating and Governance Committee may reasonably request; provided, that in each such case, all interviews, investigations and information are generally required to be delivered to the Company by the outside directors of the Company. Provided that the Board Nominees then meet the Qualification Requirement, the Company shall nominate (x) each Board Nominee for re-election as director at the end of each term of such Board Nominee in the event the Purchasers, together with their Affiliated Entities, c...
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Related to Amendment of Section 5.4(a)

  • Amendment of Section 3 Section 3 of the Employment Agreement is hereby deleted in its entirety and replaced with the following: Term. Unless otherwise terminated in accordance with Sections 8, 9, 10 or 11, the Employment Term shall be for a term ending April 30, 2015. This Agreement shall be automatically renewed for successive additional Employment Terms of one (1) year each unless notice of termination is given in writing by either party to the other party at least thirty (30) days prior to the expiration of the initial Employment Term or any renewal Employment Term.

  • Amendment of Section 4 4. Pursuant to Section 9.2 of the Indenture, Section 4.4(b) of the Indenture is hereby amended and restated in its entirety to read as follows:

  • Amendment of Section 9.2. Section 9.2 of the Credit Agreement is hereby amended to read in its entirety as follows:

  • Amendment of Section 2 9. Section 2.9 of the Agreement is hereby amended to read as follows:

  • Amendment of Section 6 14. Section 6.14 of the Credit Agreement is amended to read as follows:

  • Amendment of Section 8 15(b). Section 8.15(b) of the Existing Credit Agreement is hereby amended in its entirety to read as follows:

  • Amendment of Section 1 Section 1 of the Rights Agreement is supplemented to add the following definitions in the appropriate locations:

  • Amendment of Section 10 1. Section 10.1 of the Note Agreement is amended to read in its entirety as follows:

  • Amendment of Section 9 05. In respect of the 2018 Notes only, the provisions of Section 9.05 of the Indenture are amended by deleting the text of such Section in its entirety and inserting in lieu thereof the phrase “[intentionally omitted]”. Such provisions shall be deemed not to have been deleted in respect of the 2021 Notes.

  • Amendment of Section 5 02. The third paragraph following Section 5.02(a)(vi) is hereby replaced in its entirety with the following: On each Distribution Date, the Trustee, subject to Section 5.01, shall distribute to the Holders of the Class SES Certificates, any Ancillary Income, which shall be treated as paid outside the Lower-Tier REMIC and the Upper-Tier REMIC.

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