Amendments Not Requiring Consent. The Manager may amend this Agreement without the consent of any Member to effect:
Amendments Not Requiring Consent. In addition to any amendments otherwise authorized hereby (including the powers granted to the Manager to modify this Agreement pursuant to Section 10.2), this Agreement may be amended from time to time by the Manager: (i) to add to the representations, duties, or obligations of the Manager or surrender any right or power granted to the Manager; (ii) to cure any ambiguity or correct or supplement any provisions hereof which may be inconsistent with any other provision hereof or correct any printing, stenographic, or clerical errors or omissions; (iii) to provide for the admission, withdrawal, or substitution of Members in accordance with this Agreement; (iv) to amend the maintained list of Member, any necessary information regarding any Member, and to add and delete Members or Substitute Members; (v) to delete or add any provisions of this Agreement required to be so deleted or added by applicable law or by a securities law commissioner or similar such official or in order to qualify for a private placement exemption; and (vi) to reflect any change in the amount of the Capital Contribution of any Member in accordance with this Agreement; provided, however, that no amendment shall be adopted pursuant to this Section 14.2 if such amendment would alter or result in the alteration of, the limited liability of the Members or the status of the Fund as a Fund for federal income tax purposes. The power of attorney granted pursuant to Section 10.12 may be used by the Manager to execute on behalf of a Member any document evidencing or effecting an amendment adopted in accordance with this Section 14.2.
Amendments Not Requiring Consent. The Board may amend this Agreement without the consent of any Member to effect:
Amendments Not Requiring Consent. The General Partner may, without prior consent from any other Partner, amend any provision of this Agreement, from time to time, to: (a) add to the Agreement any further covenants, restrictions, deletions or provisions for the protection of the Partners; (b) cure an ambiguity or to correct or supplement any provisions contained herein; or (c) make such other provision in regard to matters or questions arising under this Agreement, that will not adversely affect the Interests of the Partners.
Amendments Not Requiring Consent. The Manager may amend this Agreement without the consent of any Member to effect:
11.1.1. The correction of typographical errors;
11.1.2. A change in the name of the Company, the location of the principal place of business of the Company, the registered agent of the Company or the registered office of the Company;
11.1.3. The admission, substitution, withdrawal, or removal of Members in accordance with this Agreement;
11.1.4. An amendment the Manager determines to be necessary or appropriate for the Company to qualify as a REIT;
11.1.5. An amendment the Manager deems necessary or appropriate to reflect the division of Investor Shares into classes;
11.1.6. An amendment that cures ambiguities or inconsistencies in this Agreement;
11.1.7. An amendment that adds to its own obligations or responsibilities;
11.1.8. A change in the fiscal year or taxable year of the Company and any other changes that the Manager determines to be necessary or appropriate as a result of a change in the fiscal year or taxable year of the Company;
11.1.9. A change the Manager determines to be necessary or appropriate to prevent the Company from being treated as an “investment company” within the meaning of the Investment Company Act of 1940;
11.1.10. A change to facilitate the trading of Shares, including changes required by law or by the rules of a securities exchange;
11.1.11. A change the Manager determines to be necessary or appropriate to satisfy any requirements or guidelines contained in any opinion, directive, order, ruling, or regulation of any federal or state agency or judicial authority or contained in any Federal or State statute, including but not limited to “no-action letters” issued by the Securities and Exchange Commission;
11.1.12. A change that the Manager determines to be necessary or appropriate to prevent the Company from being subject to the Employee Retirement Income Security Act of 1974;
11.1.13. A change the Manager determines to be necessary or appropriate to reflect an investment by the Company in any corporation, partnership, joint venture, limited liability company or other entity;
11.1.14. An amendment that conforms to the Offering Circular;
11.1.15. Any amendments expressly permitted in this Agreement to be made by the Manager acting alone; or
11.1.16. Any other amendment that does not have, and could not reasonably be expected to have, an adverse effect on the Investor Members.
Amendments Not Requiring Consent. The Board of Directors may amend this Authorizing Resolution without the consent of any holder of Litigation Support Shares to effect:
Amendments Not Requiring Consent of Members 55 11.2 Amendment Requiring Consent of the Class C Members 55 11.3 All Amendments Require Approval of Board of Managers 56 11.4 Amendments of Certificate 56 ARTICLE XII DISSOLUTION AND WINDING UP; REORGANIZATION TRANSACTIONS AND DISPOSITIONS 56 12.1 Dissolution Events 56 12.2 Winding Up 57 12.3 Compensation of Liquidator 58 12.4 Distribution of Property and Proceeds of Sale Thereof 58 12.5 Final Audit 59 12.6 Deficit Capital Accounts 59 ARTICLE XIII MISCELLANEOUS 60 13.1 Construction and Governing Law 60 13.2 Counterparts 62 13.3 Binding Effect 62 13.4 Survival; Remedies for Breach; Effect of Waiver or Consent 62 13.5 Further Assurances 63 13.6 Indirect Action 63 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT DYMATIZE ENTERPRISES, LLC (a Delaware limited liability company) PRELIMINARY STATEMENT THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) is entered into as of December 23, 2010, by and among each Member of Dymatize Enterprises, LLC, a Delaware limited liability company (together with any successors thereto, the “Company”), as of the date and time of execution hereof.
