Amendment or Restatement; Power of Attorney. (a) Notwithstanding anything to the contrary in this Agreement, in addition to the approvals required under Section 8.2 and/or Section 8.4(b), any amendment, modification, supplement or restatement of this Agreement (including any Exhibit or Schedule hereto) or the Certificate and any waiver of any provision thereof shall also require approval of the Class A Members representing 50% of the Class A Common Units; provided, however, that:
(i) any such amendment, modification, supplement, restatement or waiver in connection with any creation, authorization or issuance of a new series of Units or other Equity Interests of the Company by the Board pursuant to the authority contained in Section 3.7(a) shall only require the approval of the Board and Requisite Member Approval;
(ii) any such amendment, modification, supplement, restatement or waiver in connection with any IPO only require the approval of the Board and Requisite Member Approval;
(iii) any such amendment, modification, supplement, restatement or waiver in connection with (A) any Qualified Public Offering shall only require the approval of the Series A-2 Majority, (B) any Qualified MLP IPO shall only require the approval of all Series A-1 Managers or (B) any IPO (other than pursuant to clauses (A) or (B)) shall only require the approval of the Board and Requisite Member Approval;
(iv) any such amendment, modification, supplement, restatement or waiver that would alter or change the rights, obligations, powers or preferences of one or more Members in the capacity as a holder of a specific series of Membership Interests in a disproportionate and adverse manner (other than in a de minimis, non-economic respect, compared to other Members in their capacities as holders of the same series of Membership Interests) shall also require the prior written consent of Members holding greater than 50% of the Membership Interests so disproportionately and adversely affected (for the avoidance of doubt, with respect to an amendment that affects the Class B Members in a disproportionate and adverse manner as compared to the Class A Members, only the prior written consent of Class B Members holding greater than 50% of the Class B Common Units shall be required);
(v) any such amendment, modification, supplement, restatement or waiver to reflect a Disposition made in accordance with this Agreement or other administrative or immaterial changes shall only require the approval of the Board (and the Board shall approve the ne...
Amendment or Restatement; Power of Attorney. Any amendment, modification, supplement or restatement of this Agreement (including any Exhibit or Schedule hereto) or the Certificate and any waiver of any provision thereof shall require approval of holders of 100% of the Membership Interests; provided, however, that any such amendment, modification, supplement, restatement or waiver to reflect a Disposition made in accordance with this Agreement or other administrative or immaterial changes shall only require the approval of the Board (and the Board shall approve the necessary amendment or modification, to reflect a Disposition made in accordance with this Agreement).
Amendment or Restatement; Power of Attorney. (a) Subject to Section 8.5, neither this Agreement (including any Exhibit or Schedule hereto) nor the Certificate may be amended, modified, supplemented or restated, nor may any provisions of this Agreement or the Certificate be waived, without consent of the Board of Managers; provided, however, that (i) any such amendment, modification, supplement, restatement or waiver that by its explicit terms would alter or change the rights, obligations, powers or preferences specific to any series of Units in a disproportionate and adverse manner compared to the rights, obligations, powers and preferences specific to other series of Units shall require the prior written consent of Members holding a majority of the series of Units so disproportionately and adversely affected, (ii) except as otherwise provided in Section 5.4, any such amendment, modification, supplement, restatement or waiver that by its explicit terms would alter or change the rights, obligations, powers or preferences of any Member in its capacity as a holder of a specific series of Units in a disproportionate and adverse manner compared to other Members in their capacities as holders of the same series of Units shall require the prior written consent of such Member so disproportionately and adversely affected and (iii) any such amendment, modification, supplement, restatement or waiver that would require a Capital Contribution to the Company by any Member shall require the prior written consent of such Member. The execution of an Addendum Agreement in connection with an issuance or transfer of Units made in accordance with the terms of this Agreement and changes to Schedule I, Schedule II, or Schedule III hereof to reflect such transfers or issuances shall not be considered amendments to this Agreement and shall not require approval hereunder. Notwithstanding anything to the contrary in this Section 13.5, if (i) the provisions of Proposed Treasury Regulation Section 1.83-3 and related sections and the proposed Revenue Procedure described in IRS Notice 2005-43, as proposed by the Internal Revenue Service on May 24, 2005, or provisions similar thereto, or (ii) the amendments to Treasury Regulations §§ 1.704-1 and 1.704-3 proposed on January 22, 2003 (and corrected on March 28, 2003) are adopted as final (or temporary) rules (the “New Rules”), the Managers are authorized to make such amendments to this Agreement (including provision for any safe harbor election authorized by the New Rules) as the Man...
Amendment or Restatement; Power of Attorney. (a) Notwithstanding anything to the contrary in this Agreement, this Agreement (including any Exhibit or Schedule hereto) and the Certificate may only be amended, modified, supplemented or restated, and any provisions of this Agreement or the Certificate may only be waived upon approval of the Board and the Sponsor (without the consent of any other Persons): provided, however, that: any such amendment, modification, supplement, restatement or waiver that would alter or change the rights, obligations, powers or preferences of one or more Members in their capacities as a holder of a specific series (or group of series) of Units in a disproportionate and adverse manner, other than in a de minimus, non-economic respect, compared to the rights, obligations, powers and preferences specific to other Members in their capacities as the holders of either the same series of Units or to any other series of Units shall also require the prior written consent of Members holding at least 50% of the Units so disproportionately and adversely affected; and provided, however that (i) Section 5.4 shall not be amended without the consent of (1) two-thirds of the holders of the Warrants outstanding and (2) holders of two-thirds of the Series B Units not held by the Sponsor and its Affiliates, that were issued pursuant to the exercise of any Warrants, and (ii) the right to receive Series B Units under Section 5.4 shall not be waived without the consent of (1) two-thirds of the holders of the Warrants outstanding and (2) holders of two-thirds of the Series B Units not held by the Sponsor and its Affiliates, that were issued pursuant to the exercise of any Warrants. The Company and each Member agree that the holders of Warrants are express third party beneficiaries of the terms of this Section 12.5(a).
(b) Each Member other than the Sponsor irrevocably makes, constitutes and appoints the Sponsor as its true and lawful agent and attorney-in-fact, with full power of substitution and full power and authority in its name, place and stead, to make, execute, sign, acknowledge, swear to, record and file: (i) any amendment, modification, supplement, restatement or waiver of any provision of this Agreement that has been approved in accordance with this Agreement; (ii) all agreements, instruments, certificates, filings or papers required or necessary to effect an IPO Exchange or as are otherwise required or necessary to facilitate a Qualified IPO in accordance with this Agreement, including ...
Amendment or Restatement; Power of Attorney. Notwithstanding anything to the contrary in this Agreement, this Agreement (including any Schedule hereto) or the Certificate may only be amended, modified, supplemented or restated, and any provisions of this Agreement or the Certificate may only be waived, by the Managing Member (without the consent of any other Persons).
Amendment or Restatement; Power of Attorney. Subject to Section 8.6, Section 8.8 and Section 13.4(b), this Agreement (including any Exhibit or Schedule hereto) or the Certificate may only be amended, modified, supplemented or restated, and any provisions of this Agreement or the Certificate may only be waived, by Unanimous Board Approval and Majority Approval; provided, however, that:
Amendment or Restatement; Power of Attorney
