Amendments to be Adopted by the Company. Each Member agrees that an appropriate Manager or officer of the Company, in accordance with and subject to the limitations contained in Article V, may execute, swear to, acknowledge, deliver, file and record whatever documents may be required to reflect: (i) a change in the name of the Company in accordance with this Agreement, the location of the principal place of business of the Company or the registered agent or office of the Company that has been approved by the Board; (ii) admission or substitution of Members whose admission or substitution has been made in accordance with this Agreement; (iii) a change that the Board believes is reasonable and necessary or appropriate to qualify or continue the qualification of the Company as a limited liability company under the laws of any state or that is necessary or advisable in the opinion of the Board to ensure that the Company will not be taxable as a corporation or otherwise taxed as an entity for federal income tax purposes; and (iv) an amendment that is necessary, in the opinion of counsel, to prevent the Company or its officers from in any manner being subjected to the provisions of the Investment Company Act of 1940, as amended, or “plan asset” regulations adopted under the Employee Retirement Income Security Act of 1974, as amended, whether or not substantially similar to plan asset regulations currently applied or proposed by the United States Department of Labor.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (CorEnergy Infrastructure Trust, Inc.), Limited Liability Company Agreement (CorEnergy Infrastructure Trust, Inc.), Limited Liability Company Agreement
Amendments to be Adopted by the Company. Each Member agrees that an appropriate Manager or officer of the Company, in accordance with and subject to the limitations contained in Article Vthis Agreement, may execute, swear to, acknowledge, deliver, file and record whatever documents may be required to reflect:
(ia) a change in the name of the Company in accordance with this Agreement, the location of the principal place of business of the Company or the registered agent or office of the Company that which has been approved by the BoardMembers;
(iib) admission or substitution of Members whose admission or substitution has been made in accordance with this Agreement;
(iiic) a change that the Board believes Members believe is reasonable and necessary or appropriate to qualify or continue the qualification of the Company as a limited liability company under the laws Laws of any state or that is necessary or advisable in the opinion of the Board Company to ensure that the Company will not be taxable as a corporation or otherwise taxed as an entity for federal income tax purposes; and
(ivd) an amendment that is necessary, in the opinion of counsel, to prevent the Company or its officers from in any manner being subjected to the provisions of the Investment Company Act of 1940, as amended, or “plan asset” regulations adopted under the Employee Retirement Income Security Act of 1974, as amended, whether or not substantially similar to plan asset regulations currently applied or proposed by the United States Department of Labor.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Inergy Storage, Inc.), Limited Liability Company Agreement (Crestwood Midstream Partners LP)
Amendments to be Adopted by the Company. Each Member agrees that an appropriate Manager or officer Officer of the Company, in accordance with and subject to the limitations contained in Article VVI, may execute, swear to, acknowledge, deliver, file and record whatever documents may be required to reflect:
(ia) a change in the name of the Company in accordance with this Agreement, the location of the principal place of business of the Company or the registered agent or office of the Company that which has been approved by the BoardMajority Consent;
(iib) admission or substitution of Members whose admission or substitution has been made in accordance with this Agreement;
(iiic) a change that the Board believes is reasonable and necessary or appropriate to qualify or continue the qualification of the Company as a limited liability company under the laws Laws of any state or that is necessary or advisable in the opinion of the Board to ensure that the Company will not be taxable as a corporation or otherwise taxed as an entity for federal income tax purposes; and
(ivd) an amendment that is necessary, in the opinion of counsel, to prevent the Company or its officers from in any manner being subjected to the provisions of the Investment Company Act of 1940, as amended, or “plan asset” regulations adopted under the Employee Retirement Income Security Act of 1974, as amended, whether or not substantially similar to plan asset regulations currently applied or proposed by the United States Department of Labor.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Sanchez Energy Corp), Interim Investors Agreement (Sanchez Energy Corp)
Amendments to be Adopted by the Company. Each Member agrees that an appropriate Manager or officer of the Company, in accordance with and subject to the 62 limitations contained in Article V, may execute, swear to, acknowledge, deliver, file and record whatever documents may be required to reflect:
(i) a change in the name of the Company in accordance with this Agreement, the location of the principal place of business of the Company or the registered agent or office of the Company that has been approved by the Board;
(ii) admission or substitution of Members whose admission or substitution has been made in accordance with this Agreement;
(iii) a change that the Board believes is reasonable and necessary or appropriate to qualify or continue the qualification of the Company as a limited liability company under the laws of any state or that is necessary or advisable in the opinion of the Board to ensure that the Company will not be taxable as a corporation or otherwise taxed as an entity for federal income tax purposes; and
(iv) an amendment that is necessary, in the opinion of counsel, to prevent the Company or its officers from in any manner being subjected to the provisions of the Investment Company Act of 1940, as amended, or “plan asset” regulations adopted under the Employee Retirement Income Security Act of 1974, as amended, whether or not substantially similar to plan asset regulations currently applied or proposed by the United States Department of Labor.
Appears in 1 contract
Samples: Limited Liability Company Agreement (CorEnergy Infrastructure Trust, Inc.)