Amendment Requirements. (a) Notwithstanding the provisions of Section 13.1, no provision of this Agreement that establishes a percentage of Outstanding Shares required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would reduce such voting percentage unless such amendment is approved by the affirmative vote of holders of Outstanding Shares whose aggregate Outstanding Shares constitute not less than the voting requirement sought to be reduced. (b) Notwithstanding the provisions of Section 13.1, no amendment to this Agreement may (i) enlarge the obligations of any Shareholder without its consent, unless such shall be deemed to have occurred as a result of an amendment approved pursuant to Section 13.2(c), (ii) change Section 12.1(a), (iii) give any Person the right to dissolve the Company other than in accordance with Section 12.1 or (iv) change the term of existence of the Company. (c) Except as provided in Section 14.3, and without limitation of the Board of Directors’ authority to adopt amendments to this Agreement without the approval of any Shareholders as contemplated in Section 13.1, any amendment that would have a material adverse effect on the rights or preferences of any class of Shares in relation to other classes of Shares must be approved by the holders of not less than a majority of the Outstanding Shares of the class affected.
Appears in 10 contracts
Samples: Limited Liability Company Agreement (Travelcenters of America LLC), Limited Liability Company Agreement (Travelcenters of America LLC), Limited Liability Company Agreement (Travelcenters of America LLC)
Amendment Requirements. (a) Notwithstanding the provisions of Section 13.111.1, no provision of this Agreement that establishes a percentage of Outstanding Shares required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would reduce have the effect of reducing such voting percentage unless such amendment is approved by the affirmative vote of holders of Outstanding Shares whose aggregate Outstanding Shares constitute not less than the voting requirement sought to be reduced.
(b) Notwithstanding the provisions of Section 13.111.1, no amendment to this Agreement may (i) enlarge the obligations of any Shareholder Member without its consent, unless such shall be deemed to have occurred as a result of an amendment approved pursuant to Section 13.2(c11.2(c), (ii) change Section 12.1(a10.1(a), or (iii) change the term of the Company or, except as set forth in Section 10.1(a), give any Person the right to dissolve the Company other than in accordance with Section 12.1 or (iv) change the term of existence of the Company.
(c) Except as provided in Section 14.312.3, and without limitation of the Board of Directors’ authority to adopt amendments to this Agreement without the approval of any Shareholders Members as contemplated in Section 13.111.1, any amendment that would have a material adverse effect on the rights or preferences of any class or series of Shares in relation (including any particular class or series of Shares as compared to other classes of Shares Shares) must be approved by the holders of not less than a majority of the Outstanding Shares of the class so affected.
Appears in 6 contracts
Samples: Limited Liability Company Agreement, Limited Liability Company Agreement (Cheniere Energy Partners LP Holdings, LLC), Limited Liability Company Agreement (Cheniere Energy Partners LP Holdings, LLC)
Amendment Requirements. (a) Notwithstanding the provisions of Section 13.1, no provision of this Agreement that establishes a percentage of Outstanding Shares required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would reduce such voting percentage unless such amendment is approved by the affirmative vote of holders of Outstanding Shares whose aggregate Outstanding Shares constitute not less than the voting requirement sought to be reduced.
(b) Notwithstanding the provisions of Section 13.1, no amendment to this Agreement may (i) enlarge the obligations of any Shareholder without its consent, unless such shall be deemed to have occurred as a result of an amendment approved pursuant to Section 13.2(c), (ii) change Section 12.1(a), (iii) give any Person the right to dissolve the Company other than in accordance with Section 12.1 or (iv) change the term of existence of the Company.
(c) Except as provided in Section 14.3, and without limitation of the Board of Directors’ ' authority to adopt amendments to this Agreement without the approval of any Shareholders as contemplated in Section 13.1, any amendment that would have a material adverse effect on the rights or preferences of any class of Shares in relation to other classes of Shares must be approved by the holders of not less than a majority of the Outstanding Shares of the class affected.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Travelcenters of America LLC), Limited Liability Company Agreement (Travelcenters of America LLC), Limited Liability Company Agreement (Travelcenters of America LLC)
Amendment Requirements. (a) Notwithstanding the provisions of Section 13.111.1, no provision of this Agreement that establishes a percentage of Outstanding Shares required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would reduce have the effect of reducing such voting percentage unless such amendment is approved by the affirmative vote of holders of Outstanding Shares whose aggregate Outstanding Shares constitute not less than the voting requirement sought to be reduced.
(b) Notwithstanding the provisions of Section 13.111.1, no amendment to this Agreement may (i) enlarge the obligations of any Shareholder Member without its consent, unless such shall be deemed to have occurred as a result of an amendment approved pursuant to Section 13.2(c11.2(c), (ii) change Section 12.1(a10.1(a), or (iii) change the term of the Company or, except as set forth in Section 10.1(a), give any Person the right to dissolve the Company other than in accordance with Section 12.1 or (iv) change the term of existence of the Company.
(c) Except as provided in Section 14.312.3, and without limitation of the Board of Directors’ authority to adopt amendments to this Agreement without the approval of any Shareholders Members as contemplated in Section 13.111.1, any amendment that would have a material adverse effect on the rights or preferences of any class of Shares in relation (including any particular class of Shares as compared to other classes of Shares Shares) must be approved by the holders of not less than a majority of the Outstanding Shares of the class so affected.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (LinnCo LLC), Limited Liability Company Agreement (LinnCo LLC)