Amendments Meetings. (a) Amendments with Consent of the General Partner. If at any time during the term of the Partnership the General Partner shall deem it necessary or desirable to amend this Agreement (including the Partnership's basic investment policies set forth in paragraph 3(b) hereof), such amendment shall be effective only if approved in writing by the General Partner and, except as specified in this sub-section (a), by Limited Partners owning more than 50% of the Units of Limited Partnership Interest then outstanding and if made in accordance with the Partnership Act. Any such supplemental or amendatory agreement shall be adhered to and have the same effect from and after its effective date as if the same had originally been embodied in and formed a part of this Agreement. The General Partner may amend this Limited Partnership Agreement without the consent of the Limited Partners in order (i) to clarify any clerical inaccuracy or ambiguity or reconcile any inconsistency (including any inconsistency between this Limited Partnership Agreement and the Memorandum); (ii) to delete or add any provision of or to the Limited Partnership Agreement required to be deleted or added by the staff of any federal or state agency; or (iii) to make any amendment to the Limited Partnership Agreement which the General Partner deems advisable (including but not limited to amendments necessary to effect the allocations proposed herein) provided that such amendment is not adverse to the Limited Partners, or is required by law. The General Partner may, however, change the trading policies in paragraph 3(b) of this Agreement without the approval of the Limited Partners when such change is deemed to be in the best interests of the Partnership. In addition, if the General Partner determines to offer Units to the public in the future, the General Partner may amend this Agreement as necessary to effect such public offering without obtaining the consent of the Limited Partners, provided, however, that such amendments are deemed to be in the best interests of the Limited Partners. Amendments that are consistent with the North American Securities Administrators Association's Guidelines for the Registration of Commodity Pools will be presumed to be in the best interests of the Limited Partners.
Amendments Meetings. 17 Section 14.01 Amendments................................................17 Section 14.02 Meetings..................................................17
Amendments Meetings. (a) The General Partner may amend this Agreement at any time, in its sole discretion, provided amendment does not, in the opinion of the General Partner, adversely affect the Limited Partners. The General Partner also may amend this Agreement as to any other matters with the negative consent of the holders of a majority-in-interest of all outstanding Units (not including any Units held by the General Partner). For purposes of obtaining a negative consent, the General Partner may require responses to be made within a specified time; provided, however, that no amendment shall cause the Partnership to become a general partnership, change the liability of the General Partner or the Limited Partners so as to materially, adversely affect any Partner, directly reduce the Book Capital Account of any Partner, extend the duration of the Partnership or change the provisions of this sentence.
Amendments Meetings. SECTION 10.01.
Amendments Meetings. 15 8.1 Amendments...........................................................15 8.2 Meetings of the Partners.............................................16 (i)
Amendments Meetings. (a) Amendments to this Agreement may be proposed by the Manager. The Manager shall submit the proposed amendment to the Member. Except as otherwise provided in this Agreement, the consent of the Member and of the Manager shall be required to pass an amendment. No amendment shall change the liability of the Manager or the Member so as to materially, adversely affect the Member, directly reduce the Member’s account, extend the duration of the Company or change the provisions of this sentence.
Amendments Meetings. (a) The General Partner may amend this Agreement at any time, in its sole discretion, provided amendment does not, in the opinion of the General Partner, adversely affect the Limited Partners. The General Partner also may amend this Agreement as to any other matters with the negative consent of the holders of a majority-in-interest of all outstanding Units (not including any Units held by the General Partner). For purposes of obtaining a negative consent, the General Partner may require responses to be made within a specified time; provided, however, that no amendment shall cause the Partnership to become a general partnership, change the liability of the General Partner or the Limited Partners so as to materially, adversely affect any Partner, directly reduce the Book Capital Account of any Partner, extend the duration of the Partnership or change the provisions of this sentence. (b) Notwithstanding any provision to the contrary contained in this Agreement, this Agreement also may be amended by the General Partner at any time, in its sole discretion, as to the following matters: (i) to add to the representations, duties or obligations of the General Partner or surrender any right or power granted to the General Partner herein for the benefit of the Limited Partners; (ii) to cure any ambiguity or to correct or supplement any provision in this Agreement which may be inconsistent with any other provision; (iii) to delete from or add any provision to this Agreement required or deemed necessary to be so deleted or added by representatives of the U.S. Securities and Exchange Commission, the Commodity Futures Trading Commission, any state securities commission or any other governmental authority, exchange or self-regulatory organization for the benefit or protection of the Limited Partners; (iv) to effect any amendment authorized by the provisions of Sections 1.6 and 1.7, above; and (v) to amend the provisions of Article VI of this Agreement regarding the allocations of profits and losses for U.S. Federal income tax purposes for any tax year ending after the date of any such amendment or for which a Partnership tax return has not been filed in any manner which the General Partner, in its sole discretion, deems necessary or advisable to comply with the Code and to promote an equitable treatment of all Partners. However, no such amendment shall cause the Partnership to become a general partnership, change the liability of the General Partner or the Limited Partner...
Amendments Meetings. 24 Section 11.1 Amendments................................................................................24 Section 11.2 Meetings...................................................................................25 ARTICLE XII ADVISORY BOARD......................................................................................25 ARTICLE XIII MISCELLANEOUS......................................................................................27 Section 13.1. Notices..................................................................................27 Section 13.2. Entire Agreement.........................................................................27 Section 13.3. Severability.............................................................................27 Section 13.4. No Waiver................................................................................28 Section 13.5. Applicable Law...........................................................................28 Section 13.6. Successors and Assigns...................................................................28 Section 13.7. Attorneys' Fees..........................................................................28 Section 13.8. Related Agreements.......................................................................28 Section 13.9. No Third Party Beneficiaries............................................................28 Section 13.10. Counterparts............................................................................28 Section 13.11. Representations and Warranties of the Manager...........................................28 Section 13.12. Representations and Warranties of BOCP and the Partnership..............................30 Section 13.13. Survival of Representations and Warranties..............................................31 4 MANAGEMENT AGREEMENT THIS MANAGEMENT AGREEMENT (this "AGREEMENT") is made and entered into as of the 21st day of August, 1997, by and among Banc One Capital Partners VIII, Ltd., an Ohio limited liability company ("BOCP"), BOCP Energy Partners, L.P., a Texas limited partnership (the "PARTNERSHIP"), and EnCap Investments L.C., a Texas limited liability company ("ENCAP").
Amendments Meetings. (a) Amendments with Consent of the Member Designee. If at any time during the term of the Company the Member Designee shall deem it necessary or desirable to amend this Agreement, such amendment shall be effective only if approved in writing by the Member Designee and by Members owning more than 50% of the Units in the Company then outstanding and if made in accordance with the LLC Act. Any such supplemental or amendatory agreement shall be adhered to and have the same effect from and after its effective date as if the same had originally been embodied in and formed a part of this Agreement. The Member Designee may, however, change the trading policies in Paragraph 3 of this Agreement without the approval of the Members when such change is not deemed to be material and to be in the best interests of the Company. In addition, the Member Designee may amend this Agreement without the consent of the Members in order to clarify any clerical inaccuracy or ambiguity or reconcile any inconsistency (including any inconsistency between this Agreement and the Memorandum); to delete or add any provision of or to this Agreement required to be deleted or added by the staff of any federal or state agency or self-regulatory organization; or to make any amendment to this Agreement that the Member Designee deems advisable provided that such amendment is not adverse to any Members unless the consent of such Member is obtained or the Member is permitted to redeem its Units prior to the effective date of any such amendment, or is required by law. For the avoidance of doubt, an amendment made in order to ensure compliance with any regulatory requirement that may apply to the Company, now or in the future, shall not be adverse to the Members. Notwithstanding the foregoing, if the Member Designee notifies a Member in writing of any amendment and informs the Member that the amendment will take place if the Member does not object within a reasonable, and specifically disclosed, time period that is consistent with applicable law, the Member’s silence will be treated as appropriate consent.
Amendments Meetings
