Amendments by Managers Sample Clauses

Amendments by Managers. This Agreement may be amended by the Managers without the approval of any Member provided that such amendment is: (a) Solely for the purpose of clarification and does not change the substance hereof; (b) For the purpose of substituting or deleting a Member or admitting an additional Member in accordance with the provisions of this Agreement, or deleting a Manager; (c) For the purpose of reflecting a change in the amount or character of the contribution of any Member; (d) Otherwise in implementation of the terms of this Agreement; or (e) In the opinion of counsel for the Company, necessary or appropriate to satisfy current requirements of the Code with respect to partnerships or any federal or state securities laws or regulations. Any amendment made pursuant to subsection (a), (d) or (e) may be made effective as of the date of this Agreement. All Members shall be notified as to the substance of any amendment to this Agreement and upon request shall be furnished a copy thereof.
Sample 1
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Amendments by Managers. Notwithstanding the provisions of Section 14.1, but subject to Section 7.3(b)(x), the Managers shall have the authority to amend or modify this Agreement with the consent of the Credit Committee but without any vote or other action by the Members, to satisfy any requirements, conditions, guidelines, directives, orders, rulings or regulations of any Governmental Authority, or as otherwise required by Applicable Law. Subject to Section 7.3(b)(x) and to the second sentence of Section 14.1, the Managers, with the consent of the Credit Committee, shall also have the authority to amend or modify this Agreement without any vote or other action by the Members: (a) to reflect the admission of substitute, additional or successor Members, transfers of Interests pursuant to this Agreement, changes in the name or address of a Member or a change in the number of Units of a Member (provided no consent of the Credit Committee shall be needed to amend Schedule A in accordance with Section 10.1(g) or as otherwise provided in Section 3.1); (b) to form, qualify or continue the Company as a limited liability company (or a company in which the Members have limited liability) in all jurisdictions in which the Company conducts or plans to conduct business; or (c) to correct any typographical errors contained herein.
Sample 1
Amendments by Managers. Notwithstanding any provision of this Agreement, amendments to this Agreement which, in the opinion of counsel to the Company, are necessary to maintain the status of the Company as taxable as a partnership for purposes of Federal or state law or for other tax purposes, may be made by the Managers without the necessity of a vote of the Members.
Sample 1

Related to Amendments by Managers

  • Amendments by us We may vary any details of this agreement or a Direct Debit Request at any time by giving you at least fourteen (14) days’ written notice.

  • Amendments by you You may change, stop or defer a debit payment, or terminate this agreement by providing us with at least fourteen (14) days’ written notification by emailing us at Xxxxxx.XxxxxxXxxxxxxx@xxx.xxx.xx or by telephoning us on 1800 333 004 during business hours or arranging it through your own financial institution.

  • Amendments, Etc No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

  • Order of Precedence; Incorporation by Reference Any inconsistency or ambiguity in this Contract shall be resolved by giving precedence in the following order: (1) This Contract and attachments, (2) RFP document, (3) the CONSULTANT’s response to the RFP document, and (4) attachments prepared by the CONSULTANT. All of the foregoing are incorporated fully by reference.

  • Amendments and Changes The Contracting Parties may make amendments and changes to this Agreement by mutual consent Such amendments and changes shall be made in the form of additional protocols which, upon entry into force in the manner prescribed in Article 15, shall constitute an integral and inseparable part of this Agreement

  • Certain Amendments Nothing herein shall be construed to prevent the Company from amending, altering, eliminating or reducing any plans, benefits or programs so long as the Executive continues to receive compensation and benefits consistent with Sections 3 through 6.

  • Governing Law; Amendments This letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without reference to principles of conflict of laws. This letter agreement may not be amended or modified other than by a written agreement executed by you and an authorized employee of Xxxxx & XxXxxxxx Companies.

  • Amendments to Plan of Arrangement (a) The Company and the Purchaser may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) set out in writing, (ii) approved by the Purchaser and the Company (subject to the Arrangement Agreement), each acting reasonably, (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders if and as required by the Court. (b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser or the Company, subject to the Arrangement Agreement, have each consented in writing thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes. (c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if (i) it is consented to in writing by each of the Company and the Purchaser (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by some or all of the Company Shareholders voting in the manner directed by the Court. (d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date by the Purchaser and the Company, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the Company, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any Company Shareholder, High Street Holder or USCo2 Class B Shareholder.

  • Amendments; Modifications This Agreement may not be modified, altered or amended except by an agreement in writing executed by all of the parties hereto.

  • Amendments, Modifications, etc This Agreement may not be amended or modified except by an agreement in writing executed by Exchangeco, Patch and the Trustee and approved by the Shareholders in accordance with section 11.2 of the Exchangeable Share Provisions.

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