Amendments to be Adopted Solely by the Board of Directors. Notwithstanding Section 13.1(a), the Board of Directors, without the approval or any other action of any Shareholder, may amend any provision of this Agreement, and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect:
(i) 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;
(ii) the admission, substitution or removal of Shareholders in accordance with this Agreement;
(iii) any change as to which the Board of Directors reasonably determines is customarily of the type contained in the bylaws of a corporation organized under the Delaware General Corporation Law, including without limitation, any of the provisions of Articles IV, VII, IX, X, XI and XV;
(iv) a change that the Board of Directors determines (A) does not adversely affect the Shareholders (including any particular class or series of Shares as compared to other classes or series of Shares) in any material respect, (B) to be necessary or appropriate to (1) satisfy any requirements, conditions 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 the Delaware LLC Act) or (2) facilitate the trading of the Shares (including the division of any class or series of Outstanding Shares into different classes or series to facilitate uniformity of tax consequences within such classes or series of Shares) or comply with any rule, regulation, guideline or requirement of any National Securities Exchange on which the Common Shares or other securities of the Company are or will be listed for trading, compliance with any of which the Board of Directors deems to be in the best interests of the Company and the Shareholders, (C) is required to effect the intent of the provisions of this Agreement or is otherwise contemplated by this Agreement or (D) is required or desired to correct any ambiguity or mistake in this Agreement determined to be such by the Board of Directors;
(v) notwithstanding the provisions of Section 13.1(b)(iv)(A), any change that the Board of Directors determines to be in the best interest of the Shareholders of the Company as a whole and regardless of whether or not such provision is adverse to any class or series of Shares or particular Shareholder or group of Shareholde...
Amendments to be Adopted Solely by the Board of Directors. Notwithstanding Section 9.1(a) and Section 9.1(b), the Board of Directors without the consent of any Shareholder (each Person who purchases or is transferred Member Interests being deemed to approve of any such amendment) may amend any provision of this Agreement, and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith:
(1) to reflect a change in the name of the Company or the location of the principal place of business of the Company;
(2) to reflect a change that (i) in the sole discretion of the Board of Directors does not adversely affect the Shareholders in any material respect, (ii) is necessary or desirable to satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any federal or state agency or contained in any federal or state statute, (iii) is necessary or desirable to facilitate the trading of the Common Shares or any Member Interests or comply with any rule, regulation, guideline or requirement of any National Securities Exchange on which the Common Shares or any Member Interests may be listed for trading, compliance with any of which the Board of Directors deems to be in the best interests of the Company and the Shareholders or (iv) is required or contemplated by this Agreement or the Plan;
(3) to reflect an amendment that is necessary, in the opinion of the Company's legal counsel, to prevent the Company or its directors or officers from in any manner being subjected to the provisions of the Investment Company Act of 1940, as amended, the Investment Advisors 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;
(4) to reflect a change in any provision of this Agreement that requires any action to be taken by or on behalf of the Company pursuant to the requirements of the Act if the provisions of the Act are amended, modified or revoked so that the taking of such action is no longer required; provided that this Section 9.1(c)(4) shall be applicable only if such changes are not materially adverse to the Shareholders;
(5) to reflect an amendment that is necessary, in the opinion of the Company's legal counsel, to comply with any state or federal insurance Law;
(6) to amend the terms of any Member Interest Designa...
Amendments to be Adopted Solely by the Board of Directors. Notwithstanding Section 12.1, the Board of Directors, without the approval of any Member, may amend any provision of this Agreement, and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect:
(a) 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;
(b) the admission, substitution, withdrawal or removal of Members in accordance with this Agreement;
(c) a change that the Board of Directors determines to be necessary or appropriate to qualify or continue the qualification of the Company as a limited liability company under the laws of any state;
Amendments to be Adopted Solely by the Board of Directors. Notwithstanding Section 10.1(a) and Section 10.1(b), the Board of Directors, without the consent of any Shareholder (each Person who purchases or is transferred Member Interests being deemed to approve of any such amendment), may amend any provision of this Agreement, and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith:
(1) to reflect a change in the name of the Company or the location of the principal place of business of the Company;
(2) to reflect a change that is necessary or advisable in the opinion of the Board of Directors to ensure that the Company will not be taxable as a corporation or treated as an association taxable as a corporation for federal income tax purposes;
(3) to reflect a change that (i) in the sole discretion of the Board of Directors does not adversely affect the Shareholders in any material respect, (ii) is necessary or desirable to satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any federal or state agency or contained in any federal or state statute,
Amendments to be Adopted Solely by the Board of Directors. Notwithstanding Section 11.1(a) and Section 11.1(b), the Board of Directors, without the approval of any Member or holder of any Company Securities, may amend any provision of this Agreement, and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect:
Amendments to be Adopted Solely by the Board of Directors. Subject to Section 14.3, the Board of Directors may, without the consent of any Partner may: (i) amend any provision of this Agreement which requires any action to be taken by or on behalf of the Board of Directors or the Partnership pursuant to requirements of Delaware law if the provisions of Delaware law are amended, modified or revoked so that the taking of such action is no longer required; (ii) take such action in light of changing regulatory conditions or of the then current ERISA regulations, as the case may be, as is necessary in order to permit the Partnership to continue in existence or otherwise to comply with such ERISA or other regulations; (iii) correct any clerical mistake or to correct or supplement any immaterial provision herein or in the Certificate of Limited Partnership which may be inconsistent with any other provision herein or therein, or correct any printing, stenographic or clerical errors or omissions, which shall not be inconsistent with the provisions of this Agreement or the status of the Partnership as a partnership for federal income tax purposes; (iv) change the name of the Partnership; and (v) take any action set forth in Section 3.16 hereof.
Amendments to be Adopted Solely by the Board of Directors. (a) Notwithstanding Section 17.1, the Board of Directors, without the approval of any Member, may amend any provision of this Agreement, and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect:
(i) a change in the Company’s name, the location of principal place of business, registered agent or registered office;
(ii) the admission, substitution, withdrawal or removal of Members in accordance with the terms of this Agreement;
(iii) the merger of the Company or any of its Subsidiaries into, or the conveyance of all or substantially all of the Company’s assets to, a newly-formed entity if the sole purpose of that merger or conveyance is to effect a mere change in the Company’s legal form into another limited liability entity;
(iv) a change that the Board of Directors determines to be necessary or appropriate for the Company to qualify or continue the Company’s qualification as a company in which the Members have limited liability under the laws of any state or to ensure that the Company will not be treated as an association taxable as a corporation or otherwise taxed as an entity for U.S. federal income tax purposes other than as the Board of Directors specifically so designates;
(v) an amendment that the Board of Directors determines, based upon the advice of counsel, to be necessary or appropriate to prevent the Company, members of the Board of Directors, or the Company’s officers, agents or trustees from in any manner being subjected to the provisions of the Investment Company Act, the Investment Advisers Act of 1940, or “plan asset” regulations adopted under ERISA whether or not substantially similar to plan asset regulations currently applied or proposed;
(vi) an amendment that the Board of Directors determines, based on advice of counsel, to be necessary to cause the allocations of Profit and Loss in Article IV to conform to the requirements of Section 704(b) of the Code;
(vii) an amendment or issuance that the Board of Directors determines to be necessary or appropriate for the authorization of additional securities;
(viii) any amendment expressly permitted by this Agreement to be made by the Board of Directors acting alone;
(ix) an amendment effected, necessitated or contemplated by a merger agreement that has been approved under the terms of this Agreement;
(x) any amendment that the Board of Directors determines to be necessary or appropriate for the formation by the Company...
Amendments to be Adopted Solely by the Board of Directors. Notwithstanding Section 11.1(a) and Section 11.1(b), the Board of Directors, without the approval of any Member, may amend any provision of this Agreement, and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect:
(i) 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;
(ii) the admission, substitution, withdrawal or removal of Members in accordance with this Agreement;
(iii) a change that the Board of Directors determines to be necessary or appropriate to qualify or continue the qualification of the Company as a limited liability company under the laws of any state or to ensure that the Company will continue to be treated as an association taxable as a corporation or otherwise taxed as an entity for U.S. federal income tax purposes;
(iv) a change that the Board of Directors determines in good faith will not have a material adverse effect on the preferences or rights associated with the Common Shares (including as compared to other classes or series of Shares);
(v) a change that the Board of Directors determines to be necessary or appropriate to (A) satisfy any requirements, conditions 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 the Delaware Act) or
Amendments to be Adopted Solely by the Board of Directors. Notwithstanding Section 10.1, each Member agrees that the Board of Directors, without the approval of any Member or any other Person, may amend any provision of this Agreement, and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect:
(a) 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;
(b) the admission, substitution, resignation or removal of Members or the Manager in accordance with this Agreement;
(c) a change that the Board of Directors determines in its sole discretion to be necessary or appropriate to qualify or continue the qualification of the Company as a limited liability company under the laws of any state or to ensure that the Group Members will not be treated as associations taxable as corporations or otherwise taxed as entities for U.S. federal income tax purposes;
(d) a change that the Board of Directors determines in its sole discretion to be necessary or appropriate to address changes in U.S. federal income tax regulations, legislation or interpretation;
(e) a change that the Board of Directors in its sole discretion determines (i) does not adversely affect the Members considered as a whole (including any particular class or series of Units as compared to other classes or series of Units) in any material respect, (ii) to be necessary, desirable or appropriate to satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any U.S. federal or state or non-U.S. agency or judicial authority or contained in any U.S. federal or state or non-U.S. statute (including the California Act), (iii) to be necessary, desirable or appropriate to facilitate the trading of Units (including the division of any class or classes or series of Outstanding Units into different classes or series to facilitate uniformity of tax consequences within such classes or series of Units) or comply with any rule, regulation, guideline or requirement of any Securities Exchange on which Units are or will be listed for trading, (iv) to be necessary or appropriate in connection with action taken by the Board of Directors pursuant to Section 3.8 or (v) is required to effect the intent expressed in the Registration Statement or the intent of the provisions of this Agreement or is otherwise contemplated by this Agreement;
...
Amendments to be Adopted Solely by the Board of Directors. Notwithstanding Section 13.2 and Section 13.3, the Board of Directors, without the approval of any Member or holder of any Company Securities, may amend this Agreement, and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect:
(i) a change in the location of the principal place of business of the Company, the registered agent of the Company or the registered office of the Company;
(ii) the admission, substitution, withdrawal or removal of Members in accordance with this Agreement;
(iii) a change that the Board of Directors determines (A) does not adversely affect any of the Members (including any particular class of Interests as compared to other classes of Interests) in any material respect, and (B) to be necessary or appropriate to satisfy any requirements, conditions 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 the Delaware Act);
(iv) a change in the fiscal year or taxable year of the Company and any other changes that the Board of Directors determines to be necessary or appropriate as a result of a change in the fiscal year or taxable year of the Company. In addition, no provision in this Article XIII will be interpreted to restrict the authority of the Manager or, following the Board Appointment, the Board of Directors to amend this Agreement pursuant to Section 5.2(c) and Section 5.5(f).
