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 Shareholders; (vi) 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 including, if the Board of Directors shall so determine, a change in the definition of “Quarter”; (vii) notwithstanding the provisions of Section 13.1(b)(iv)(A), an amendment that the Board of Directors determines to be necessary or appropriate in connection with the authorization or issuance of any class or series of Shares or other securities of the Company pursuant to Section 5.3; (viii) an amendment that the Board of Directors, in its sole discretion, determines to be necessary or appropriate to implement a defensive shareholder rights plan similar to a shareholder rights plan, or “poison pill,” for corporations, including the issuance of a dividend of rights to each Shareholder that would become exercisable if any Person or group (an “Acquiring Person”) acquires ownership in excess of a specified percentage of the Outstanding Shares or initiates a tender offer for in excess of that specified percentage of the Outstanding Shares; and the provisions of such a plan may include provisions that delegate all or certain decisions to Directors who have specified qualifications, including a lack of a relationship to the Acquiring Person and/or specified tenure on the Board of Directors; (ix) any amendment expressly permitted in this Agreement to be made by the Board of Directors acting alone; (x) an amendment effected, necessitated or contemplated by a Merger Agreement approved in accordance with Section 14.3; (xi) an amendment that the Board of Directors determines to be necessary or appropriate to reflect and account for the formation by the Company of, or investment by the Company in, any corporation, partnership, joint venture, limited liability company or other entity; or (xii) any other amendments substantially similar to the foregoing.
Appears in 9 contracts
Samples: Limited Liability Company Agreement (Travelcenters of America LLC), Limited Liability Company Agreement (Travelcenters of America LLC), Limited Liability Company Agreement (Travelcenters of America LLC)
Amendments to be Adopted Solely by the Board of Directors. Notwithstanding Section 13.1(a)10.1, each Member agrees that the Board of Directors, without the approval of any Member or any other action of any ShareholderPerson, 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:
(ia) 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;
(iib) the admission, substitution substitution, resignation or removal of Shareholders Members or the Manager 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;
(ivc) 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;
(Ad) 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 Shareholders Members considered as a whole (including any particular class or series of Shares Units as compared to other classes or series of SharesUnits) in any material respect, (Bii) to be necessary necessary, desirable or appropriate to (1) 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 Delaware LLC Act), (iii) to be necessary, desirable or (2) appropriate to facilitate the trading of the Shares Units (including the division of any class or classes or series of Outstanding Shares Units into different classes or series to facilitate uniformity of tax consequences within such classes or series of SharesUnits) 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 Units are or will be listed for trading, compliance (iv) to be necessary or appropriate in connection with any of which action taken by the Board of Directors deems pursuant to be in the best interests of the Company and the Shareholders, Section 3.12 or (Cv) 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 or (D) is required or desired to correct any ambiguity or mistake in this Agreement determined to be such by the Board of DirectorsAgreement;
(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 Shareholders;
(vif) a change in the fiscal year Fiscal Year or taxable year of the Company and any other changes that the Board of Directors determines to be necessary necessary, desirable or appropriate as a result of a change in the fiscal year Fiscal Year or taxable year of the Company including, if Company;
(g) an amendment that the Board of Directors shall so determinedetermines, based on advice of counsel, to be necessary or appropriate to prevent the Company or its Directors, Officers, trustees or agents from having a change material risk of being in any manner subjected to the definition provisions of “Quarter”the Investment Company Act or the Investment Advisers Act of 1940, as amended, or Title I of ERISA, Section 4975 of the Code or any applicable Similar Law currently applied or proposed;
(viih) notwithstanding the provisions of Section 13.1(b)(iv)(A), an amendment that the Board of Directors determines in its sole discretion to be necessary or appropriate in connection with the authorization or issuance of any class or series of Shares or other securities of the Company Units pursuant to Section 5.34.6 and the admission of Additional Members;
(viiii) an amendment that the Board of Directors, in its sole discretion, determines to be necessary or appropriate to implement a defensive shareholder rights plan similar to a shareholder rights plan, or “poison pill,” for corporations, including the issuance of a dividend of rights to each Shareholder that would become exercisable if any Person or group (an “Acquiring Person”) acquires ownership in excess of a specified percentage of the Outstanding Shares or initiates a tender offer for in excess of that specified percentage of the Outstanding Shares; and the provisions of such a plan may include provisions that delegate all or certain decisions to Directors who have specified qualifications, including a lack of a relationship to the Acquiring Person and/or specified tenure on the Board of Directors;
(ix) any amendment expressly permitted in this Agreement to be made by the Board of Directors acting alonealone (including pursuant to Sections 3.6(c) or 5.2(b));
(xj) an amendment effected, necessitated or contemplated by a Merger Agreement or Plan of Conversion approved in accordance with Section 14.311.3;
(xik) an amendment that the Board of Directors determines in its sole discretion to be necessary or appropriate to reflect and account for the formation by the Company of, or investment by the Company in, any corporation, partnership, joint venture, limited liability company or other entity, in connection with the conduct by the Company of activities permitted by the terms of Sections 2.4 or 6.1(a);
(l) an amendment effected, necessitated or contemplated by an amendment to the Oaktree Operating Group Partnership Agreements that requires a holder of an Oaktree Operating Group Unit to provide a statement, certification or other proof of evidence to the Oaktree Operating Group Partnership regarding whether such unitholder is subject to U.S. federal income taxation on the income generated by the Oaktree Operating Group Partnerships;
(m) a merger, conversion, conveyance or other business combination pursuant to Section 11.3(d), including an amendment permitted pursuant to Section 11.5; or
(xiin) any other amendments amendment substantially similar to one or more of the foregoing.
Appears in 6 contracts
Samples: Operating Agreement (Oaktree Capital Group, LLC), Operating Agreement (Oaktree Capital Group, LLC), Operating Agreement (Oaktree Capital Group, LLC)
Amendments to be Adopted Solely by the Board of Directors. Notwithstanding Section 13.1(a)9.1, the Board of Directors, without the approval or any other action of any ShareholderMember, 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:
(ia) 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;
(iib) the admission, substitution substitution, withdrawal or removal of Shareholders Members 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;
(ivc) 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 not be treated as an association taxable as a corporation or otherwise taxed as an entity for federal income tax purposes other than as the Company specifically so designates;
(Ad) a change that, in the sole discretion of the Board of Directors, it determines (i) does not adversely affect the Shareholders Members (including adversely affecting the holders of any particular class or series of Shares as compared to other holders of other classes or series of Shares) in any material respect, (Bii) 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), (iii) to be necessary, desirable or (2) appropriate to facilitate the trading of the Shares (including including, without limitation, the division of any class or classes 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 ShareholdersMembers, (Civ) to be necessary or appropriate in connection with action taken by the Board of Directors pursuant to Section 3.7 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 or (D) is required or desired to correct any ambiguity or mistake in this Agreement determined to be such by the Board of DirectorsAgreement;
(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 Shareholders;
(vie) 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 including, if Company;
(f) an amendment that the Board of Directors shall so determinedetermines, a change based on the advice of counsel, to be necessary or appropriate to prevent the Company or its Directors, Officers, trustees or agents from in any manner being subjected to the definition provisions of the Investment Company Act of 1940, as amended, the Investment Advisers Act of 1940, as amended, or “Quarter”plan asset” regulations adopted under the Employee Retirement Income Security Act of 1974, as amended, regardless of whether such are substantially similar to plan asset regulations currently applied or proposed by the United States Department of Labor;
(viig) notwithstanding the provisions of Section 13.1(b)(iv)(A), an amendment that the Board of Directors determines to be necessary or appropriate in connection with the authorization or issuance of any class or series of Shares or other securities of the Company pursuant to Section 5.33.2 and the admission of Additional Members;
(viii) an amendment that the Board of Directors, in its sole discretion, determines to be necessary or appropriate to implement a defensive shareholder rights plan similar to a shareholder rights plan, or “poison pill,” for corporations, including the issuance of a dividend of rights to each Shareholder that would become exercisable if any Person or group (an “Acquiring Person”) acquires ownership in excess of a specified percentage of the Outstanding Shares or initiates a tender offer for in excess of that specified percentage of the Outstanding Shares; and the provisions of such a plan may include provisions that delegate all or certain decisions to Directors who have specified qualifications, including a lack of a relationship to the Acquiring Person and/or specified tenure on the Board of Directors;
(ixh) any amendment expressly permitted in this Agreement to be made by the Board of Directors acting alone;
(xi) an amendment effected, necessitated or contemplated by a Merger Agreement approved in accordance with Section 14.310.3;
(xij) an amendment that the Board of Directors determines to be necessary or appropriate to reflect and account for the formation by the Company of, or investment by the Company in, any corporation, partnership, joint venture, limited liability company or other entity, in connection with the conduct by the Company of activities permitted by the terms of Section 2.4;
(k) a merger, conversion or conveyance pursuant to Section 10.3(d); or
(xiil) any other amendments substantially similar to the foregoing.
Appears in 4 contracts
Samples: Limited Liability Company Agreement (Fortress Investment Group LLC), Limited Liability Company Agreement (Fortress Investment Group LLC), Limited Liability Company Agreement (Fortress Investment Group Holdings LLC)
Amendments to be Adopted Solely by the Board of Directors. Notwithstanding Section 13.1(a), Each Member agrees that the Board of Directors, without the approval or any other action of any ShareholderMember, may amend any provision of this Agreement, Agreement and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect:
(ia) 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;
(iib) the admission, substitution substitution, withdrawal or removal of Shareholders Members in accordance with this Agreement;
(iiic) any amendment to Section 7.1(b), Section 7.4 or Section 12.4;
(d) a change as to which that the Board of Directors reasonably determines is customarily to be necessary or appropriate to qualify or continue the qualification of the type contained in the bylaws of Company as a corporation organized limited liability company under the Delaware General Corporation Law, including without limitation, laws of any of the provisions of Articles IV, VII, IX, X, XI and XVstate;
(ive) a change that the Board of Directors determines (Ai) does not adversely affect the Shareholders Members (including any particular class or series of Shares as compared to other classes or series of Shares) in any material respect, (Bii) to be necessary or appropriate to (1A) 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 (2B) facilitate the trading of the Shares (including the division of any class or series classes 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 or admitted to trading, compliance with any of which the Board of Directors deems (iii) to be in necessary or appropriate to implement the best interests tax-related provisions of the Company and the Shareholdersthis Agreement, or (Civ) is to be 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 or (D) is required or desired to correct any ambiguity or mistake in this Agreement determined to be such by the Board of DirectorsAgreement;
(vf) notwithstanding the provisions of subject to Section 13.1(b)(iv)(A)7.13, 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 Shareholders;
(vi) 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 Company, including, if the Board of Directors shall so determine, a change in the definition of “Quarter”dates on which distributions are to be made by the Company;
(viig) notwithstanding an amendment that is necessary, in the Opinion of Counsel, to prevent the Company or its Directors, Officers, trustees or agents from in any manner being subjected to the provisions of Section 13.1(b)(iv)(A)the Investment Company Act of 1940, as amended, the Investment Advisers Act of 1940, as amended, or “plan asset” regulations adopted under the Employee Retirement Income Security Act of 1974, as amended, regardless of whether such are substantially similar to plan asset regulations currently applied or proposed by the United States Department of Labor;
(h) an amendment that the Board of Directors determines to be necessary or appropriate in connection with the authorization or issuance of any class or series of Shares Shares, or other securities any options, warrants, rights and/or appreciation rights relating to any Share, pursuant to Article V (including, without limitation, the adoption of the Company a Share Designation pursuant to Section 5.35.1(b));
(viiii) an amendment that the Board of Directors, in its sole discretion, determines to be necessary or appropriate to implement a defensive shareholder rights plan similar to a shareholder rights plan, or “poison pill,” for corporations, including the issuance of a dividend of rights to each Shareholder that would become exercisable if any Person or group (an “Acquiring Person”) acquires ownership in excess of a specified percentage of the Outstanding Shares or initiates a tender offer for in excess of that specified percentage of the Outstanding Shares; and the provisions of such a plan may include provisions that delegate all or certain decisions to Directors who have specified qualifications, including a lack of a relationship to the Acquiring Person and/or specified tenure on the Board of Directors;
(ix) any amendment expressly permitted in this Agreement to be made by the Board of Directors acting alone;
(xj) an amendment effected, necessitated or contemplated by a Merger Agreement or Plan of Conversion approved in accordance with Section 14.313.3, or an amendment contemplated by Section 13.5;
(xik) an amendment that the Board of Directors determines to be necessary or appropriate to reflect and account for the formation by the Company of, or investment by the Company in, any corporation, partnership, joint venture, limited liability company or other entity, in connection with the conduct by the Company of activities permitted by the terms of Section 2.4;
(l) a merger, conveyance or conversion pursuant to Section 13.3(d); or
(xiim) any other amendments substantially similar to the foregoing.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (MGM Growth Properties LLC), Limited Liability Company Agreement (MGM Growth Properties LLC), Limited Liability Company Agreement (MGM Growth Properties LLC)
Amendments to be Adopted Solely by the Board of Directors. Notwithstanding Section 13.1(a11.1(a) and Section 11.1(b), the Board of Directors, without the approval or any other action of any ShareholderMember, 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 substitution, withdrawal or removal of Shareholders Members in accordance with this Agreement;
(iii) any a change as to which that the Board of Directors reasonably determines is customarily to be necessary or appropriate to qualify or continue the qualification of the type contained in the bylaws of Company as a corporation organized limited liability company under the Delaware General Corporation Law, including without limitation, laws of any of state or to ensure that the provisions of Articles IV, VII, IX, X, XI and XVGroup Members will not be treated as associations taxable as corporations or otherwise taxed as entities for federal income tax purposes;
(iv) a change that the Board of Directors determines (A) does not adversely affect the Shareholders Members (including any particular class or series of Shares Interests as compared to other classes or series of SharesInterests) 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 Units (including the division of any class or series classes of Outstanding Shares Units into different classes or series to facilitate uniformity of tax consequences within such classes or series of SharesUnits) 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 Units 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 ShareholdersMembers, (C) to be necessary or appropriate in connection with action taken by the Board of Directors pursuant to Section 5.10 or (D) 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 or (D) is required or desired to correct any ambiguity or mistake in this Agreement determined to be such by the Board of DirectorsAgreement;
(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 Shareholders;
(vi) 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 including, if the Board of Directors shall so determine, a change in the definition of “"Quarter”" and the dates on which distributions are to be made by the Company;
(vi) an amendment that is necessary, in the Opinion of Counsel, to prevent the Company or its Directors, Officers, trustees or agents from in any manner being subjected to the provisions of the Investment Company Act of 1940, as amended, the Investment Advisers Act of 1940, as amended, or "plan asset" regulations adopted under the Employee Retirement Income Security Act of 1974, as amended, regardless of whether such are substantially similar to plan asset regulations currently applied or proposed by the United States Department of Labor;
(vii) notwithstanding subject to the provisions terms of Section 13.1(b)(iv)(A)5.7, an amendment that the Board of Directors determines to be necessary or appropriate in connection with the authorization or of issuance of any class or series of Shares or other securities of the Company Securities pursuant to Section 5.35.6;
(viii) an amendment that the Board of Directors, in its sole discretion, determines to be necessary or appropriate to implement a defensive shareholder rights plan similar to a shareholder rights plan, or “poison pill,” for corporations, including the issuance of a dividend of rights to each Shareholder that would become exercisable if any Person or group (an “Acquiring Person”) acquires ownership in excess of a specified percentage of the Outstanding Shares or initiates a tender offer for in excess of that specified percentage of the Outstanding Shares; and the provisions of such a plan may include provisions that delegate all or certain decisions to Directors who have specified qualifications, including a lack of a relationship to the Acquiring Person and/or specified tenure on the Board of Directors;
(ix) any amendment expressly permitted in this Agreement to be made by the Board of Directors acting alone;
(xix) an amendment effected, necessitated or contemplated by a Merger Agreement approved in accordance with Section 14.312.3;
(xix) an amendment that the Board of Directors determines to be necessary or appropriate to reflect and account for the formation by the Company of, or investment by the Company in, any corporation, partnership, joint venture, limited liability company or other entity, in connection with the conduct by the Company of activities permitted by the terms of Section 2.4;
(xi) a merger or conveyance pursuant to Section 12.3(d); or
(xii) any other amendments substantially similar to the foregoing.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Copano Energy, L.L.C.), Limited Liability Company Agreement (Copano Energy, L.L.C.), Limited Liability Company Agreement (Copano Energy, L.L.C.)
Amendments to be Adopted Solely by the Board of Directors. Notwithstanding Section 13.1(a)9.1, the Board of Directors, without the approval or any other action of any ShareholderMember, 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:
(ia) 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;
(iib) the admission, substitution substitution, withdrawal or removal of Shareholders Members 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;
(ivc) 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;
(Ad) a change that, in the sole discretion of the Board of Directors, it determines (i) does not adversely affect the Shareholders Members (including adversely affecting the holders of any particular class or series of Shares as compared to other holders of other classes or series of Shares) in any material respect, (Bii) 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), (iii) to be necessary, desirable or (2) appropriate to 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 ShareholdersMembers, (Civ) to be necessary or appropriate in connection with action taken by the Board of Directors pursuant to Section 3.5 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 or (D) is required or desired to correct any ambiguity or mistake in this Agreement determined to be such by the Board of DirectorsAgreement;
(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 Shareholders;
(vie) 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 including, if Company;
(f) an amendment that the Board of Directors shall so determinedetermines, a change based on the advice of counsel, to be necessary or appropriate to prevent the Company or its Directors, Officers, trustees or agents from in any manner being subjected to the definition provisions of the Investment Company Act of 1940, as amended, the Investment Advisers Act of 1940, as amended, or “Quarter”plan asset” regulations adopted under the Employee Retirement Income Security Act of 1974, as amended, regardless of whether such are substantially similar to plan asset regulations currently applied or proposed by the United States Department of Labor;
(viig) notwithstanding the provisions of Section 13.1(b)(iv)(A), an amendment that the Board of Directors determines to be necessary or appropriate in connection with the authorization or issuance of any class or series of Shares or other securities of the Company pursuant to Section 5.33.2;
(viii) an amendment that the Board of Directors, in its sole discretion, determines to be necessary or appropriate to implement a defensive shareholder rights plan similar to a shareholder rights plan, or “poison pill,” for corporations, including the issuance of a dividend of rights to each Shareholder that would become exercisable if any Person or group (an “Acquiring Person”) acquires ownership in excess of a specified percentage of the Outstanding Shares or initiates a tender offer for in excess of that specified percentage of the Outstanding Shares; and the provisions of such a plan may include provisions that delegate all or certain decisions to Directors who have specified qualifications, including a lack of a relationship to the Acquiring Person and/or specified tenure on the Board of Directors;
(ixh) any amendment expressly permitted in this Agreement to be made by the Board of Directors acting alone;
(xi) an amendment effected, necessitated or contemplated by a Merger Agreement approved in accordance with Section 14.310.3;
(xij) an amendment that the Board of Directors determines to be necessary or appropriate to reflect and account for the formation by the Company of, or investment by the Company in, any corporation, partnership, joint venture, limited liability company or other entity, in connection with the conduct by the Company of activities permitted by the terms of Section 2.4;
(k) a merger, conversion or conveyance pursuant to Section 10.3(d); or
(xiil) any other amendments substantially similar to the foregoing.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (New Fortress Energy LLC), Limited Liability Company Agreement (New Fortress Energy LLC), Limited Liability Company Agreement (New Fortress Energy LLC)
Amendments to be Adopted Solely by the Board of Directors. Notwithstanding Section 13.1(a11.1(a) and Section 11.1(b), the Board of Directors, without the approval or any other action of any ShareholderMember, 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 substitution, withdrawal or removal of Shareholders Members in accordance with this Agreement;
(iii) any a change as to which that the Board of Directors reasonably determines is customarily to be necessary or appropriate to qualify or continue the qualification of the type contained in Company as a limited liability company under the bylaws laws of any state or to ensure that the Company will continue to be treated as an association taxable as a corporation organized under the Delaware General Corporation Law, including without limitation, any of the provisions of Articles IV, VII, IX, X, XI and XVor otherwise taxed as an entity for U.S. federal income tax purposes;
(iv) a change that the Board of Directors determines (A) does in good faith will not adversely affect have a material adverse effect on the Shareholders preferences or rights associated with the Common Shares (including any particular class or series of Shares as compared to other classes or series of Shares);
(v) in any material respect, (B) a change that the Board of Directors determines to be necessary or appropriate to (1A) 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 (2B) 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 ShareholdersMembers, (C) to be necessary or appropriate in connection with action taken by the Board of Directors pursuant to Section 5.4 or (D) 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 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 ShareholdersAgreement;
(vi) a change that will facilitate the ability of Common Shareholders to obtain the benefits of, or to otherwise facilitate the consummation of, a Termination Transaction;
(vii) subject to Section 12.3, the merger of the Company into, or the conveyance of 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 legal form into another limited liability entity that is taxed as a corporation for U.S. federal income tax purposes;
(viii) 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 including, if the Board of Directors shall so determine, a change in the definition of “Quarter”Company;
(viiix) notwithstanding prior to the occurrence of a Cheniere Separation Event, an amendment that is necessary, in the Opinion of Counsel, to prevent the Company or its Directors, Officers, trustees or agents from in any manner being subjected to the provisions of Section 13.1(b)(iv)(A)the Investment Company Act of 1940, as amended, the Investment Advisers Act of 1940, as amended, or “plan asset” regulations adopted under the Employee Retirement Income Security Act of 1974, as amended, regardless of whether such are substantially similar to plan asset regulations currently applied or proposed by the United States Department of Labor;
(x) prior to the occurrence of a Cheniere Separation Event, an amendment that is necessary, in the Opinion of Counsel, to make this Agreement compliant with the provisions of the Investment Company Act of 1940, as amended, or the Investment Advisers Act of 1940, as amended;
(xi) an amendment that the Board of Directors determines to be necessary or appropriate in connection with the creation, authorization or issuance of any class or series of additional Common Shares or other securities of the Company Derivative Shares pursuant to Section 5.35.1;
(viii) an amendment that the Board of Directors, in its sole discretion, determines to be necessary or appropriate to implement a defensive shareholder rights plan similar to a shareholder rights plan, or “poison pill,” for corporations, including the issuance of a dividend of rights to each Shareholder that would become exercisable if any Person or group (an “Acquiring Person”) acquires ownership in excess of a specified percentage of the Outstanding Shares or initiates a tender offer for in excess of that specified percentage of the Outstanding Shares; and the provisions of such a plan may include provisions that delegate all or certain decisions to Directors who have specified qualifications, including a lack of a relationship to the Acquiring Person and/or specified tenure on the Board of Directors;
(ixxii) any amendment expressly permitted in this Agreement to be made by the Board of Directors acting alone;
(xxiii) an amendment effected, necessitated or contemplated by a Merger Agreement approved in accordance with Section 14.312.3;
(xixiv) a merger, conversion or conveyance pursuant to Section 12.3(d);
(xv) any amendment that is necessary as a result of an amendment that to the Board of Directors determines to be necessary or appropriate to reflect and account for the formation by the Company of, or investment by the Company in, any corporation, partnership, joint venture, limited liability company or other entityPartnership Agreement; or
(xiixvi) any other amendments substantially similar to the foregoing.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Cheniere Energy Partners LP Holdings, LLC), Limited Liability Company Agreement (Cheniere Energy Partners LP Holdings, LLC), Limited Liability Company Agreement (Cheniere Energy Partners LP Holdings, LLC)
Amendments to be Adopted Solely by the Board of Directors. Notwithstanding Section 13.1(a11.1(a) and Section 11.1(b), the Board of Directors, without the approval or any other action of any ShareholderMember, 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 substitution, withdrawal or removal of Shareholders Members in accordance with this Agreement;
(iii) any a change as to which that the Board of Directors reasonably determines is customarily to be necessary or appropriate to qualify or continue the qualification of the type contained in Company as a limited liability company under the bylaws laws of any state or to ensure that the Company will continue to be treated as an association taxable as a corporation organized under the Delaware General Corporation Law, including without limitation, any of the provisions of Articles IV, VII, IX, X, XI and XVor otherwise taxed as an entity for U.S. federal income tax purposes;
(iv) a change that the Board of Directors determines (A) does in good faith will not adversely affect have a material adverse effect on the Shareholders preferences or rights associated with the Common Shares (including any particular class or series of Shares as compared to other classes or series of Shares);
(v) in any material respect, (B) a change that the Board of Directors determines to be necessary or appropriate to (1A) 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 (2B) 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 ShareholdersMembers, (C) to be necessary or appropriate in connection with action taken by the Board of Directors pursuant to Section 5.4 or (D) 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 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 ShareholdersAgreement;
(vi) a change that will facilitate the ability of Common Shareholders to obtain the benefits of, or to otherwise facilitate the consummation of, a Termination Transaction;
(vii) subject to Section 12.3, the merger of the Company into, or the conveyance of 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 legal form into another limited liability entity that is taxed as a corporation for U.S. federal income tax purposes;
(viii) 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 including, if the Board of Directors shall so determine, a change in the definition of “Quarter”Company;
(viiix) notwithstanding prior to the occurrence of a Cheniere Separation Event, an amendment that is necessary, in the Opinion of Counsel, to prevent the Company or its Directors, Officers, trustees or agents from in any manner being subjected to the provisions of Section 13.1(b)(iv)(A)the Investment Company Act of 1940, as amended, the Investment Advisers Act of 1940, as amended, or “plan asset” regulations adopted under the Employee Retirement Income Security Act of 1974, as amended, regardless of whether such are substantially similar to plan asset regulations currently applied or proposed by the United States Department of Labor;
(x) prior to the occurrence of a Cheniere Separation Event, an amendment that is necessary, in the Opinion of Counsel, to make this Agreement compliant with the provisions of the Investment Company Act of 1940, as amended, or the Investment Advisers Act of 1940, as amended;
(xi) an amendment that the Board of Directors determines to be necessary or appropriate in connection with the creation, authorization or issuance of any class or series of additional Common Shares or other securities of the Company Derivative Shares pursuant to Section 5.3;5.1.
(viii) an amendment that the Board of Directors, in its sole discretion, determines to be necessary or appropriate to implement a defensive shareholder rights plan similar to a shareholder rights plan, or “poison pill,” for corporations, including the issuance of a dividend of rights to each Shareholder that would become exercisable if any Person or group (an “Acquiring Person”) acquires ownership in excess of a specified percentage of the Outstanding Shares or initiates a tender offer for in excess of that specified percentage of the Outstanding Shares; and the provisions of such a plan may include provisions that delegate all or certain decisions to Directors who have specified qualifications, including a lack of a relationship to the Acquiring Person and/or specified tenure on the Board of Directors;
(ixxii) any amendment expressly permitted in this Agreement to be made by the Board of Directors acting alone;
(xxiii) an amendment effected, necessitated or contemplated by a Merger Agreement approved in accordance with Section 14.312.3;
(xixiv) a merger, conversion or conveyance pursuant to Section 12.3(d);
(xv) any amendment that is necessary as a result of an amendment that to the Board of Directors determines to be necessary or appropriate to reflect and account for the formation by the Company of, or investment by the Company in, any corporation, partnership, joint venture, limited liability company or other entityPartnership Agreement; or
(xiixvi) any other amendments substantially similar to the foregoing.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Cheniere Energy Partners LP Holdings, LLC), Limited Liability Company Agreement (Cheniere Energy Partners LP Holdings, LLC)
Amendments to be Adopted Solely by the Board of Directors. Notwithstanding Section 13.1(a11.1(a) and Section 11.1(b), the Board of Directors, without the approval or any other action of any ShareholderMember, 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 substitution, withdrawal or removal of Shareholders Members in accordance with this Agreement;
(iii) any a change as to which that the Board of Directors reasonably determines is customarily to be necessary or appropriate to qualify or continue the qualification of the type contained in the bylaws of Company as a corporation organized limited liability company under the Delaware General Corporation Law, including without limitation, laws of any of state or to ensure that the provisions of Articles IV, VII, IX, X, XI and XVGroup Members will not be treated as associations taxable as corporations or otherwise taxed as entities for federal income tax purposes;
(iv) a change that the Board of Directors determines (A) does not adversely affect the Shareholders Members (including any particular class or series of Shares Interests as compared to other classes or series of SharesInterests) 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 Units (including the division of any class or series classes of Outstanding Shares Units into different classes or series to facilitate uniformity of tax consequences within such classes or series of SharesUnits) 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 Units 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 ShareholdersMembers, (C) to be necessary or appropriate in connection with action taken by the Board of Directors pursuant to Section 5.8 or (D) 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 or (D) is required or desired to correct any ambiguity or mistake in this Agreement determined to be such by the Board of DirectorsAgreement;
(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 Shareholders;
(vi) 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 including, if the Board of Directors shall so determine, a change in the definition of “Quarter”” and the dates on which distributions are to be made by the Company;
(vi) an amendment that is necessary, in the Opinion of Counsel, to prevent the Company or its Directors, Officers, trustees or agents from in any manner being subjected to the provisions of the Investment Company Act of 1940, as amended, the Investment Advisers Act of 1940, as amended, or “plan asset” regulations adopted under the Employee Retirement Income Security Act of 1974, as amended, regardless of whether such are substantially similar to plan asset regulations currently applied or proposed by the United States Department of Labor;
(vii) notwithstanding subject to the provisions terms of Section 13.1(b)(iv)(A)5.6, an amendment that the Board of Directors determines to be necessary or appropriate in connection with the authorization or of issuance of any class or series of Shares or other securities of the Company Securities pursuant to Section 5.35.5;
(viii) an amendment that the Board of Directors, in its sole discretion, determines to be necessary or appropriate to implement a defensive shareholder rights plan similar to a shareholder rights plan, or “poison pill,” for corporations, including the issuance of a dividend of rights to each Shareholder that would become exercisable if any Person or group (an “Acquiring Person”) acquires ownership in excess of a specified percentage of the Outstanding Shares or initiates a tender offer for in excess of that specified percentage of the Outstanding Shares; and the provisions of such a plan may include provisions that delegate all or certain decisions to Directors who have specified qualifications, including a lack of a relationship to the Acquiring Person and/or specified tenure on the Board of Directors;
(ix) any amendment expressly permitted in this Agreement to be made by the Board of Directors acting alone;
(xix) an amendment effected, necessitated or contemplated by a Merger Agreement approved in accordance with Section 14.312.3;
(xix) an amendment that the Board of Directors determines to be necessary or appropriate to reflect and account for the formation by the Company of, or investment by the Company in, any corporation, partnership, joint venture, limited liability company or other entity, in connection with the conduct by the Company of activities permitted by the terms of Section 2.4;
(xi) a merger or conveyance pursuant to Section 12.3(d); or
(xii) any other amendments substantially similar to the foregoing.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Linn Energy, LLC), Limited Liability Company Agreement (Linn Energy, LLC)
Amendments to be Adopted Solely by the Board of Directors. Notwithstanding Section 13.1(a)9.1, the Board of Directors, without the approval or any other action of any ShareholderMember, 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:
(ia) 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;
(iib) the admission, substitution substitution, withdrawal or removal of Shareholders Members 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;
(ivc) 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 not be treated as an association taxable as a corporation or otherwise taxed as an entity for federal income tax purposes other than as the Company specifically so designates;
(Ad) a change that, in the sole discretion of the Board of Directors, it determines (i) does not adversely affect the Shareholders Members (including adversely affecting the holders of any particular class or series of Shares as compared to other holders of other classes or series of Shares) in any material respect, (Bii) 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), (iii) to be necessary, desirable or (2) appropriate to facilitate the trading of the Shares (including including, without limitation, the division of any class or classes 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 ShareholdersMembers, (Civ) to be necessary or appropriate in connection with action taken by the Board of Directors pursuant to Section 3.7 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 or (D) is required or desired to correct any ambiguity or mistake in this Agreement determined to be such by the Board of DirectorsAgreement;
(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 Shareholders;
(vie) 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 including, if Company;
(f) an amendment that the Board of Directors shall so determinedetermines, a change based on the advice of counsel, to be necessary or appropriate to prevent the Company or its Directors, officers, trustees or agents from in any manner being subjected to the definition provisions of the Investment Company Act of 1940, as amended, the Investment Advisers Act of 1940, as amended, or “Quarter”plan asset” regulations adopted under the Employee Retirement Income Security Act of 1974, as amended, regardless of whether such are substantially similar to plan asset regulations currently applied or proposed by the United States Department of Labor;
(viig) notwithstanding the provisions of Section 13.1(b)(iv)(A), an amendment that the Board of Directors determines to be necessary or appropriate in connection with the authorization or issuance of any class or series of Shares or other securities of the Company pursuant to Section 5.33.2 and the admission of Additional Members;
(viii) an amendment that the Board of Directors, in its sole discretion, determines to be necessary or appropriate to implement a defensive shareholder rights plan similar to a shareholder rights plan, or “poison pill,” for corporations, including the issuance of a dividend of rights to each Shareholder that would become exercisable if any Person or group (an “Acquiring Person”) acquires ownership in excess of a specified percentage of the Outstanding Shares or initiates a tender offer for in excess of that specified percentage of the Outstanding Shares; and the provisions of such a plan may include provisions that delegate all or certain decisions to Directors who have specified qualifications, including a lack of a relationship to the Acquiring Person and/or specified tenure on the Board of Directors;
(ixh) any amendment expressly permitted in this Agreement to be made by the Board of Directors acting alone;
(xi) an amendment effected, necessitated or contemplated by a Merger Agreement approved in accordance with Section 14.310.3;
(xij) an amendment that the Board of Directors determines to be necessary or appropriate to reflect and account for the formation by the Company of, or investment by the Company in, any corporation, partnership, joint venture, limited liability company or other entity, in connection with the conduct by the Company of activities permitted by the terms of Section 2.4;
(k) a merger, conversion or conveyance pursuant to Section 10.3(d); or
(xiil) any other amendments substantially similar to the foregoing.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Fortress Transportation & Infrastructure Investors LLC), Limited Liability Company Agreement (Fortress Transportation & Infrastructure Investors LLC)
Amendments to be Adopted Solely by the Board of Directors. Notwithstanding Section 13.1(a11.1(a) and Section 11.1(b), the Board of Directors, without the approval or any other action of any ShareholderMember, 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 substitution, withdrawal or removal of Shareholders Members in accordance with this Agreement;
(iii) any a change as to which that the Board of Directors reasonably determines is customarily to be necessary or appropriate to qualify or continue the qualification of the type contained in the bylaws of Company as a corporation organized limited liability company under the Delaware General Corporation Law, including without limitation, laws of any of state or to ensure that the provisions of Articles IV, VII, IX, X, XI and XVGroup Members will not be treated as associations taxable as corporations or otherwise taxed as entities for federal income tax purposes;
(iv) a change that the Board of Directors determines (A) does not adversely affect the Shareholders Members (including any particular class or series of Shares Interests as compared to other classes or series of SharesInterests) 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 Units (including the division of any class or series classes of Outstanding Shares Units into different classes or series to facilitate uniformity of tax consequences within such classes or series of SharesUnits) 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 Units 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 ShareholdersMembers, (C) to be necessary or appropriate in connection with action taken by the Board of Directors pursuant to Section 5.10 or (D) 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 or (D) is required or desired to correct any ambiguity or mistake in this Agreement determined to be such by the Board of DirectorsAgreement;
(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 Shareholders;
(vi) 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 including, if the Board of Directors shall so determine, a change in the definition of “Quarter”” and the dates on which distributions are to be made by the Company;
(vi) an amendment that is necessary, in the Opinion of Counsel, to prevent the Company or its Directors, Officers, trustees or agents from in any manner being subjected to the provisions of the Investment Company Act of 1940, as amended, the Investment Advisers Act of 1940, as amended, or “plan asset” regulations adopted under the Employee Retirement Income Security Act of 1974, as amended, regardless of whether such are substantially similar to plan asset regulations currently applied or proposed by the United States Department of Labor;
(vii) notwithstanding the provisions of Section 13.1(b)(iv)(A), an amendment that the Board of Directors determines to be necessary or appropriate in connection with the authorization or of issuance of any class or series of Shares or other securities of the Company Securities pursuant to Section 5.35.6;
(viii) an amendment that the Board of Directors, in its sole discretion, determines to be necessary or appropriate to implement a defensive shareholder rights plan similar to a shareholder rights plan, or “poison pill,” for corporations, including the issuance of a dividend of rights to each Shareholder that would become exercisable if any Person or group (an “Acquiring Person”) acquires ownership in excess of a specified percentage of the Outstanding Shares or initiates a tender offer for in excess of that specified percentage of the Outstanding Shares; and the provisions of such a plan may include provisions that delegate all or certain decisions to Directors who have specified qualifications, including a lack of a relationship to the Acquiring Person and/or specified tenure on the Board of Directors;
(ix) any amendment expressly permitted in this Agreement to be made by the Board of Directors acting alone;
(xix) an amendment effected, necessitated or contemplated by a Merger Agreement approved in accordance with Section 14.312.3;
(xix) an amendment that the Board of Directors determines to be necessary or appropriate to reflect and account for the formation by the Company of, or investment by the Company in, any corporation, partnership, joint venture, limited liability company or other entity, in connection with the conduct by the Company of activities permitted by the terms of Section 2.4;
(xi) a merger or conveyance pursuant to Section 12.3(d); or
(xii) any other amendments substantially similar to the foregoing.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Copano Energy, L.L.C.), Limited Liability Company Agreement (Copano Energy, L.L.C.)
Amendments to be Adopted Solely by the Board of Directors. Notwithstanding Section 13.1(a)9.1, except as otherwise expressly provided in any Share Designation, the Board of Directors, without the approval or any other action of any ShareholderMember, 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:
(ia) 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;
(iib) the admission, substitution substitution, withdrawal or removal of Shareholders Members 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;
(ivc) 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 not be treated as an association taxable as a corporation or otherwise taxed as an entity for federal income tax purposes other than as the Company specifically so designates;
(Ad) a change that, in the sole discretion of the Board of Directors, it determines (i) does not adversely affect the Shareholders Members (including adversely affecting the holders of any particular class or series of Shares as compared to other holders of other classes or series of Shares) in any material respect, (Bii) 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), (iii) to be necessary, desirable or (2) appropriate to facilitate the trading of the Shares (including the division of any class or classes 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 ShareholdersCommon Members, (Civ) to be necessary or appropriate in connection with action taken by the Board of Directors pursuant to Section 3.7 or (v) is required to effect the intent expressed in the IPO Registration Statement or any Issued Preferred Shares Registration Statement or 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 DirectorsAgreement;
(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 Shareholders;
(vie) 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 including, if Company;
(f) an amendment that the Board of Directors shall so determinedetermines, a change based on the advice of counsel, to be necessary or appropriate to prevent the Company or its Directors, officers, trustees or agents from in any manner being subjected to the definition provisions of the Investment Company Act of 1940, as amended, the Investment Advisers Act of 1940, as amended, or “Quarter”plan asset” regulations adopted under the Employee Retirement Income Security Act of 1974, as amended, regardless of whether such are substantially similar to plan asset regulations currently applied or proposed by the United States Department of Labor;
(viig) notwithstanding the provisions of Section 13.1(b)(iv)(A), an amendment that the Board of Directors determines to be necessary or appropriate in connection with the authorization or issuance of any class or series of Shares or other securities of the Company pursuant to Section 5.33.2 and the admission of Additional Members;
(viii) an amendment that the Board of Directors, in its sole discretion, determines to be necessary or appropriate to implement a defensive shareholder rights plan similar to a shareholder rights plan, or “poison pill,” for corporations, including the issuance of a dividend of rights to each Shareholder that would become exercisable if any Person or group (an “Acquiring Person”) acquires ownership in excess of a specified percentage of the Outstanding Shares or initiates a tender offer for in excess of that specified percentage of the Outstanding Shares; and the provisions of such a plan may include provisions that delegate all or certain decisions to Directors who have specified qualifications, including a lack of a relationship to the Acquiring Person and/or specified tenure on the Board of Directors;
(ixh) any amendment expressly permitted in this Agreement to be made by the Board of Directors acting alone;
(xi) an amendment effected, necessitated or contemplated by a Merger Agreement approved in accordance with Section 14.310.3;
(xij) an amendment that the Board of Directors determines to be necessary or appropriate to reflect and account for the formation by the Company of, or investment by the Company in, any corporation, partnership, joint venture, limited liability company or other entity, in connection with the conduct by the Company of activities permitted by the terms of Section 2.4;
(k) a merger, conversion or conveyance pursuant to Section 10.3(d); or
(xiil) any other amendments substantially similar to the foregoing.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Fortress Transportation & Infrastructure Investors LLC), Limited Liability Company Agreement (Fortress Transportation & Infrastructure Investors LLC)
Amendments to be Adopted Solely by the Board of Directors. Notwithstanding Section 13.1(a)10.1, but subject to the Consent Rights, each Member agrees that the Board of Directors, without the approval of any Member or any other action of any ShareholderPerson, 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:
(ia) 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;
(iib) the admission, substitution substitution, resignation or removal of Shareholders Members in respect of their Preferred Units 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;
(ivc) 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) its sole discretion to be necessary or appropriate to (1) satisfy any requirements, conditions qualify or guidelines contained in any opinion, directive, order, ruling or regulation continue the qualification of the Company as a limited liability company under the laws of any state or to ensure that the Oaktree Operating Group Members will not be treated as associations taxable as corporations or otherwise taxed as corporations for U.S. federal income tax purposes;
(d) a change that the Board of Directors determines in its sole discretion to be necessary or state agency appropriate to address changes in U.S. federal income tax regulations, legislation or judicial authority interpretation;
(e) a change that the Board of Directors in its sole discretion determines to be necessary, desirable or contained in any federal or state statute (including the Delaware LLC Act) or (2) appropriate to facilitate the trading of the Shares Preferred Units (including the division of any class or classes or series of Outstanding Shares Preferred Units into different classes or series to facilitate uniformity of tax consequences within such classes or series of SharesUnits) 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 Preferred Units 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 Shareholders;
(vif) a change in the fiscal year Fiscal Year or taxable year of the Company and any other changes that the Board of Directors determines to be necessary necessary, desirable or appropriate as a result of a change in the fiscal year Fiscal Year or taxable year of the Company including, if the Board of Directors shall so determine, a change in the definition of “Quarter”;Company; or
(vii) notwithstanding the provisions of Section 13.1(b)(iv)(A), an amendment that the Board of Directors determines to be necessary or appropriate in connection with the authorization or issuance of any class or series of Shares or other securities of the Company pursuant to Section 5.3;
(viii) an amendment that the Board of Directors, in its sole discretion, determines to be necessary or appropriate to implement a defensive shareholder rights plan similar to a shareholder rights plan, or “poison pill,” for corporations, including the issuance of a dividend of rights to each Shareholder that would become exercisable if any Person or group (an “Acquiring Person”) acquires ownership in excess of a specified percentage of the Outstanding Shares or initiates a tender offer for in excess of that specified percentage of the Outstanding Shares; and the provisions of such a plan may include provisions that delegate all or certain decisions to Directors who have specified qualifications, including a lack of a relationship to the Acquiring Person and/or specified tenure on the Board of Directors;
(ix) any amendment expressly permitted in this Agreement to be made by the Board of Directors acting alone;
(x) an amendment effected, necessitated or contemplated by a Merger Agreement approved in accordance with Section 14.3;
(xig) an amendment that the Board of Directors determines determines, based on advice of counsel, to be necessary or appropriate to reflect and account for the formation by prevent the Company ofor its Directors, Officers, trustees or agents from having a material risk of being in any manner subjected to the provisions of the Investment Company Act or the Investment Advisers Act of 1940, as amended, or investment Title I of ERISA, Section 4975 of the Code or any applicable Similar Law currently applied or proposed; provided, that for so long as the Oaktree Member has the right to appoint an Oaktree Director, the resolution approving any such action shall have been approved by the Company in, any corporation, partnership, joint venture, limited liability company or other entity; or
(xii) any other amendments substantially similar to the foregoingat least one Xxxxxxxxxx Director and one Oaktree Director.
Appears in 2 contracts
Samples: Operating Agreement (Brookfield Oaktree Holdings, LLC), Operating Agreement (Oaktree Capital Group, LLC)
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) 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 substitution, resignation 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 Shareholders;
(viiv) 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 including, if the Board of Directors shall so determine, a change in the definition of “"Quarter”";
(viiv) notwithstanding the provisions of Section 13.1(b)(iv)(A), an amendment that the Board of Directors determines to be necessary or appropriate in connection with the authorization or of issuance of any class or series of Shares or other securities of the Company pursuant to Section 5.3;
(viiivi) an amendment that the Board of Directors, in its sole discretion, determines to be necessary or appropriate to implement a defensive shareholder rights plan similar to a shareholder rights plan, or “"poison pill,” " for corporations, including the issuance of a dividend of rights to each Shareholder that would become exercisable if any Person or group (an “Acquiring Person”"ACQUIRING PERSON") acquires ownership in excess of a specified percentage of the Outstanding Shares or initiates a tender offer for in excess of that specified percentage of the Outstanding Shares; and the provisions of such a plan may include provisions that delegate all or certain decisions to Directors who have specified qualifications, including a lack of a relationship to the Acquiring Person and/or specified tenure on the Board of Directors;
(ixvii) any amendment expressly permitted in this Agreement to be made by the Board of Directors acting alone;
(xviii) an amendment effected, necessitated or contemplated by a Merger Agreement approved in accordance with Section 14.3;
(xiix) an amendment that the Board of Directors determines to be necessary or appropriate to reflect and account for the formation by the Company of, or investment by the Company in, any corporation, partnership, joint venture, limited liability company or other entity; or
(xiix) any other amendments substantially similar to the foregoing.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Travelcenters of America LLC)
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) 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 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 Shareholders;
(vi) 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 including, if the Board of Directors shall so determine, a change in the definition of “"Quarter”";
(vii) notwithstanding the provisions of Section 13.1(b)(iv)(A), an amendment that the Board of Directors determines to be necessary or appropriate in connection with the authorization or issuance of any class or series of Shares or other securities of the Company pursuant to Section 5.3;
(viii) an amendment that the Board of Directors, in its sole discretion, determines to be necessary or appropriate to implement a defensive shareholder rights plan similar to a shareholder rights plan, or “"poison pill,” " for corporations, including the issuance of a dividend of rights to each Shareholder that would become exercisable if any Person or group (an “"Acquiring Person”") acquires ownership in excess of a specified percentage of the Outstanding Shares or initiates a tender offer for in excess of that specified percentage of the Outstanding Shares; and the provisions of such a plan may include provisions that delegate all or certain decisions to Directors who have specified qualifications, including a lack of a relationship to the Acquiring Person and/or specified tenure on the Board of Directors;
(ix) any amendment expressly permitted in this Agreement to be made by the Board of Directors acting alone;
(x) an amendment effected, necessitated or contemplated by a Merger Agreement approved in accordance with Section 14.3;
(xi) an amendment that the Board of Directors determines to be necessary or appropriate to reflect and account for the formation by the Company of, or investment by the Company in, any corporation, partnership, joint venture, limited liability company or other entity; or
(xii) any other amendments substantially similar to the foregoing.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Travelcenters of America LLC)
Amendments to be Adopted Solely by the Board of Directors. Notwithstanding Section 13.1(a16(a), the Board of Directors, without the approval or any other action of any ShareholderMember, 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) 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 substitution, withdrawal or removal of Shareholders Members 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 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 qualify as a REIT for U.S. federal income tax purposes or otherwise not be taxed as an entity for U.S. federal income tax purposes, other than as the Company specifically so designates;
iv. a change that, in the sole discretion of the Board of Directors, it determines (Ai) does not adversely affect the Shareholders Members (including adversely affecting the holders of any particular class or series of Shares as compared to other holders of other classes or series of Shares) in any material respect, (Bii) 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), (iii) to be necessary, desirable or (2) appropriate to facilitate the trading of the Shares (including including, without limitation, the division of any class or classes 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 ShareholdersMembers, (Civ) to be necessary or appropriate in connection with action taken by the Board of Directors pursuant to this Agreement, (v) are necessary to preserve the Managing Member’s right to appoint, remove or nominate directors, set the number of Directors or fill vacancies on the Board of Directors or (vi) is required to effect the intent expressed in any Offering Document or 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 DirectorsAgreement;
(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 Shareholders;
(vi) v. 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 including, if Company;
vi. an amendment that the Board of Directors shall so determinedetermines, a change based on the advice of counsel, to be necessary or appropriate to prevent the Company or its Directors, Officers, trustees or agents from in the definition of “Quarter”;
(vii) notwithstanding any manner being subjected to the provisions of Section 13.1(b)(iv)(A)the Investment Company Act of 1940, as amended, the Investment Advisers Act of 1940, as amended, or “plan asset” regulations adopted under the Employee Retirement Income Security Act of 1974, as amended, regardless of whether such are substantially similar to plan asset regulations currently applied or proposed by the United States Department of Labor;
vii. an amendment that the Board of Directors determines to be necessary or appropriate in connection with the authorization issuance of any additional Common Shares, the establishment or creation or issuance of any class or series of Shares or other securities of the Company pursuant to Section 5.3this Agreement and the admission of Additional Members;
(viii) an amendment that the Board of Directors, in its sole discretion, determines to be necessary or appropriate to implement a defensive shareholder rights plan similar to a shareholder rights plan, or “poison pill,” for corporations, including the issuance of a dividend of rights to each Shareholder that would become exercisable if . any Person or group (an “Acquiring Person”) acquires ownership in excess of a specified percentage of the Outstanding Shares or initiates a tender offer for in excess of that specified percentage of the Outstanding Shares; and the provisions of such a plan may include provisions that delegate all or certain decisions to Directors who have specified qualifications, including a lack of a relationship to the Acquiring Person and/or specified tenure on the Board of Directors;
(ix) any other amendment expressly permitted in this Agreement to be made by the Board of Directors acting alone;
(x) ix. an amendment effected, necessitated or contemplated by a Merger Agreement approved in accordance with Section 14.3this Agreement;
(xi) x. an amendment that the Board of Directors determines to be necessary or appropriate to reflect and account for the formation by the Company of, or investment by the Company in, any corporation, partnership, joint venture, limited liability company or other entity, in connection with the conduct by the Company of activities permitted by the terms of this Agreement;
xi. a merger, conversion or conveyance pursuant to this Agreement; or
(xii) . any other amendments substantially similar to the foregoing.
Appears in 1 contract
Samples: Limited Liability Company Operating Agreement (Reliance Real Estate Trust, LLC)
Amendments to be Adopted Solely by the Board of Directors. Notwithstanding Section 13.1(a11.1(a) and Section 11.1(b), the Board of Directors, without the approval or any other action of any ShareholderMember, 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 substitution, withdrawal or removal of Shareholders Members in accordance with this Agreement;
(iii) any a change as to which that the Board of Directors reasonably determines is customarily to be necessary or appropriate to qualify or continue the qualification of the type contained in the bylaws of Company as a corporation organized limited liability company under the Delaware General Corporation Law, including without limitation, laws of any of state or to ensure that the provisions of Articles IV, VII, IX, X, XI and XVGroup Members will not be treated as associations taxable as corporations or otherwise taxed as entities for federal income tax purposes;
(iv) a change that the Board of Directors determines (A) does not adversely affect the Shareholders Members (including any particular class or series of Shares Interests as compared to other classes or series of SharesInterests) 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 Units (including the division of any class or series classes of Outstanding Shares Units into different classes or series to facilitate uniformity of tax consequences within such classes or series of SharesUnits) 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 Units 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 ShareholdersMembers, (C) to be necessary or appropriate in connection with action taken by the Board of Directors pursuant to Section 5.10 or (D) 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 or (D) is required or desired to correct any ambiguity or mistake in this Agreement determined to be such by the Board of DirectorsAgreement;
(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 Shareholders;
(vi) 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 including, if the Board of Directors shall so determine, a change in the definition of “"Quarter”" and the dates on which distributions are to be made by the Company;
(vi) an amendment that is necessary, in the Opinion of Counsel, to prevent the Company or its Directors, Officers, trustees or agents from in any manner being subjected to the provisions of the Investment Company Act of 1940, as amended, the Investment Advisers Act of 1940, as amended, or "plan asset" regulations adopted under the Employee Retirement Income Security Act of 1974, as amended, regardless of whether such are substantially similar to plan asset regulations currently applied or proposed by the United States Department of Labor;
(vii) notwithstanding subject to the provisions terms of Section 13.1(b)(iv)(A)5.7, an amendment that the Board of Directors determines to be necessary or appropriate in connection with the authorization or of issuance of any class or series of Shares or other securities of the Company Securities pursuant to Section 5.35.6, including an amendment to the statement or designation of the preferences, rights, powers or duties of any class or series of Company Securities made in accordance with the terms thereof;
(viii) an amendment that the Board of Directors, in its sole discretion, determines to be necessary or appropriate to implement a defensive shareholder rights plan similar to a shareholder rights plan, or “poison pill,” for corporations, including the issuance of a dividend of rights to each Shareholder that would become exercisable if any Person or group (an “Acquiring Person”) acquires ownership in excess of a specified percentage of the Outstanding Shares or initiates a tender offer for in excess of that specified percentage of the Outstanding Shares; and the provisions of such a plan may include provisions that delegate all or certain decisions to Directors who have specified qualifications, including a lack of a relationship to the Acquiring Person and/or specified tenure on the Board of Directors;
(ix) any amendment expressly permitted in this Agreement to be made by the Board of Directors acting alone;
(xix) an amendment effected, necessitated or contemplated by a Merger Agreement approved in accordance with Section 14.312.3;
(xix) an amendment that the Board of Directors determines to be necessary or appropriate to reflect and account for the formation by the Company of, or investment by the Company in, any corporation, partnership, joint venture, limited liability company or other entity, in connection with the conduct by the Company of activities permitted by the terms of Section 2.4;
(xi) a merger or conveyance pursuant to Section 12.3(d); or
(xii) any other amendments substantially similar to the foregoing.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Copano Energy, L.L.C.)
Amendments to be Adopted Solely by the Board of Directors. Notwithstanding Section 13.1(a11.1(a) and Section 11.1(b), the Board of Directors, without the approval or any other action of any ShareholderMember, 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 substitution, withdrawal or removal of Shareholders Members in accordance with this Agreement;
(iii) any a change as to which that the Board of Directors reasonably determines is customarily to be necessary or appropriate to qualify or continue the qualification of the type contained in the bylaws of Company as a corporation organized limited liability company under the Delaware General Corporation Law, including without limitation, laws of any of state or to ensure that the provisions of Articles IV, VII, IX, X, XI and XVGroup Members will not be treated as associations taxable as corporations or otherwise taxed as entities for federal income tax purposes;
(iv) a change that the Board of Directors determines (A) does not adversely affect the Shareholders Members (including any particular class or series of Shares Interests as compared to other classes or series of SharesInterests) 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 Units (including the division of any class or series classes of Outstanding Shares Units into different classes or series to facilitate uniformity of tax consequences within such classes or series of SharesUnits) 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 Units 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 ShareholdersMembers, (C) to be necessary or appropriate in connection with action taken by the Board of Directors pursuant to Section 5.7 or (D) 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 or (D) is required or desired to correct any ambiguity or mistake in this Agreement determined to be such by the Board of DirectorsAgreement;
(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 Shareholders;
(vi) 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 including, if the Board of Directors shall so determine, a change in the definition of “Quarter”” and the dates on which distributions are to be made by the Company;
(vi) an amendment that is necessary, in the Opinion of Counsel, to prevent the Company or its Directors, Officers, trustees or agents from in any manner being subjected to the provisions of the Investment Company Act of 1940, as amended, the Investment Advisers Act of 1940, as amended, or “plan asset” regulations adopted under the Employee Retirement Income Security Act of 1974, as amended, regardless of whether such are substantially similar to plan asset regulations currently applied or proposed by the United States Department of Labor;
(vii) notwithstanding subject to the provisions terms of Section 13.1(b)(iv)(A)5.5, an amendment that the Board of Directors determines to be necessary or appropriate in connection with the authorization or of issuance of any class or series of Shares or other securities of the Company Securities pursuant to Section 5.35.4;
(viii) an amendment that the Board of Directors, in its sole discretion, determines to be necessary or appropriate to implement a defensive shareholder rights plan similar to a shareholder rights plan, or “poison pill,” for corporations, including the issuance of a dividend of rights to each Shareholder that would become exercisable if any Person or group (an “Acquiring Person”) acquires ownership in excess of a specified percentage of the Outstanding Shares or initiates a tender offer for in excess of that specified percentage of the Outstanding Shares; and the provisions of such a plan may include provisions that delegate all or certain decisions to Directors who have specified qualifications, including a lack of a relationship to the Acquiring Person and/or specified tenure on the Board of Directors;
(ix) any amendment expressly permitted in this Agreement to be made by the Board of Directors acting alone;
(xix) an amendment effected, necessitated or contemplated by a Merger Agreement approved in accordance with Section 14.312.3;
(xix) an amendment that the Board of Directors determines to be necessary or appropriate to reflect and account for the formation by the Company of, or investment by the Company in, any corporation, partnership, joint venture, limited liability company or other entity, in connection with the conduct by the Company of activities permitted by the terms of Section 2.4;
(xi) a merger or conveyance pursuant to Section 12.3(d); or
(xii) any other amendments substantially similar to the foregoing.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Linn Energy, LLC)
Amendments to be Adopted Solely by the Board of Directors. Notwithstanding Section 13.1(a11.1(a) and Section 11.1(b), the Board of Directors, without the approval or any other action of any ShareholderMember 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:
(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 substitution, withdrawal or removal of Shareholders Members in accordance with this Agreement;
(iii) any a change as to which that the Board of Directors reasonably determines is customarily to be necessary or appropriate to qualify or continue the qualification of the type contained in the bylaws of Company as a corporation organized limited liability company under the Delaware General Corporation Law, including without limitation, laws of any of state or to ensure that the provisions of Articles IV, VII, IX, X, XI and XVGroup Members will not be treated as associations taxable as corporations or otherwise taxed as entities for federal income tax purposes;
(iv) a change that the Board of Directors determines (A) does not adversely affect the Shareholders Members (including any particular class or series of Shares Member Interests as compared to other classes or series of SharesMember Interests) 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 Units (including the division of any class or series classes of Outstanding Shares Units into different classes or series to facilitate uniformity of tax consequences within such classes or series of SharesUnits) 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 Units 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 ShareholdersMembers, (C) to be necessary or appropriate in connection with action taken by the Board of Directors pursuant to Section 5.8 or (D) 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 or (D) is required or desired to correct any ambiguity or mistake in this Agreement determined to be such by the Board of DirectorsAgreement;
(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 Shareholders;
(vi) 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 Company, including, if the Board of Directors shall so determine, a change in the definition of “Quarter”” and the dates on which distributions are to be made by the Company;
(vi) an amendment that is necessary, in the Opinion of Counsel, to prevent the Company or its Directors, Officers, trustees or agents 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, regardless of whether such are substantially similar to plan asset regulations currently applied or proposed by the United States Department of Labor;
(vii) notwithstanding the provisions of subject to Section 13.1(b)(iv)(A)5.6, an amendment that the Board of Directors determines to be necessary or appropriate in connection with the authorization or of issuance of any class or series of Shares or other securities of the Company Securities pursuant to Section 5.35.5;
(viii) an amendment that the Board of Directors, in its sole discretion, determines to be necessary or appropriate to implement a defensive shareholder rights plan similar to a shareholder rights plan, or “poison pill,” for corporations, including the issuance of a dividend of rights to each Shareholder that would become exercisable if any Person or group (an “Acquiring Person”) acquires ownership in excess of a specified percentage of the Outstanding Shares or initiates a tender offer for in excess of that specified percentage of the Outstanding Shares; and the provisions of such a plan may include provisions that delegate all or certain decisions to Directors who have specified qualifications, including a lack of a relationship to the Acquiring Person and/or specified tenure on the Board of Directors;
(ix) any amendment expressly permitted in this Agreement to be made by the Board of Directors acting alone;
(xix) an amendment effected, necessitated or contemplated by a Merger Agreement or Plan of Conversion approved in accordance with Section 14.312.3;
(xix) an amendment that the Board of Directors determines to be necessary or appropriate to reflect and account for the formation by the Company of, or investment by the Company in, any corporation, partnership, joint venture, limited liability company or other entity, in connection with the conduct by the Company of activities permitted by the terms of Section 2.4;
(xi) a merger, consolidation, conversion or conveyance pursuant to Section 12.3(d);
(xii) an amendment that requires, in connection with a transfer of Member Interests, the Assignees of Member Interests to provide a statement, certification or other proof to the Company regarding such Assignee’s status as an Eligible Citizen; or
(xiixiii) any other amendments substantially similar to the foregoing.
Appears in 1 contract
Amendments to be Adopted Solely by the Board of Directors. Notwithstanding Section 13.1(a11.1(a) and Section 11.1(b), the Board of Directors, without the approval or any other action of any ShareholderMember 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:
(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 substitution, withdrawal or removal of Shareholders Members in accordance with this Agreement;
(iii) any a change as to which that the Board of Directors reasonably determines is customarily to be necessary or appropriate to qualify or continue the qualification of the type contained in the bylaws of Company as a corporation organized limited liability company under the Delaware General Corporation Law, including without limitation, laws of any of state or to ensure that the provisions of Articles IV, VII, IX, X, XI and XVGroup Members will not be treated as associations taxable as corporations or otherwise taxed as entities for federal income tax purposes;
(iv) a change that the Board of Directors determines (A) does not adversely affect the Shareholders Members (including any particular class or series of Shares Member Interests as compared to other classes or series of SharesMember Interests) 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 Units (including the division of any class or series classes of Outstanding Shares Units into different classes or series to facilitate uniformity of tax consequences within such classes or series of SharesUnits) 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 Units 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 ShareholdersMembers, (C) to be necessary or appropriate in connection with action taken by the Board of Directors pursuant to Section 5.9 or (D) 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 or (D) is required or desired to correct any ambiguity or mistake in this Agreement determined to be such by the Board of DirectorsAgreement;
(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 Shareholders;
(vi) 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 including, if the Board of Directors shall so determine, a change in the definition of “Quarter”” and the dates on which distributions are to be made by the Company;
(vi) an amendment that is necessary, in the Opinion of Counsel, to prevent the Company or its Directors, Officers, trustees or agents 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, regardless of whether such are substantially similar to plan asset regulations currently applied or proposed by the United States Department of Labor;
(vii) notwithstanding subject to the provisions terms of Section 13.1(b)(iv)(A)5.5, an amendment that the Board of Directors determines to be necessary or appropriate in connection with the authorization or of issuance of any class or series of Shares or other securities of the Company Securities pursuant to Section 5.35.4;
(viii) an amendment that the Board of Directors, in its sole discretion, determines to be necessary or appropriate to implement a defensive shareholder rights plan similar to a shareholder rights plan, or “poison pill,” for corporations, including the issuance of a dividend of rights to each Shareholder that would become exercisable if any Person or group (an “Acquiring Person”) acquires ownership in excess of a specified percentage of the Outstanding Shares or initiates a tender offer for in excess of that specified percentage of the Outstanding Shares; and the provisions of such a plan may include provisions that delegate all or certain decisions to Directors who have specified qualifications, including a lack of a relationship to the Acquiring Person and/or specified tenure on the Board of Directors;
(ix) any amendment expressly permitted in this Agreement to be made by the Board of Directors acting alone;
(xix) an amendment effected, necessitated or contemplated by a Merger Agreement or Plan of Conversion approved in accordance with Section 14.312.3;
(xix) an amendment that the Board of Directors determines to be necessary or appropriate to reflect and account for the formation by the Company of, or investment by the Company in, any corporation, partnership, joint venture, limited liability company or other entity, in connection with the conduct by the Company of activities permitted by the terms of Section 2.4;
(xi) a merger, consolidation, conversion or conveyance pursuant to Section 12.3(d);
(xii) an amendment that requires, in connection with a transfer of Member Interests, the Assignees of Member Interests to provide a statement, certification or other proof to the Company regarding such Assignee’s status as an Eligible Citizen; or
(xiixiii) any other amendments substantially similar to the foregoing.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Vanguard Natural Resources, LLC)
Amendments to be Adopted Solely by the Board of Directors. Notwithstanding Section 13.1(a)10.1, but subject to the Consent Rights, each Member agrees that the Board of Directors, without the approval of any Member or any other action of any ShareholderPerson, 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:
(ia) 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;
(iib) the admission, substitution substitution, resignation or removal of Shareholders Members in respect of their Preferred Units 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;
(ivc) 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) its sole discretion to be necessary or appropriate to (1) satisfy any requirements, conditions qualify or guidelines contained in any opinion, directive, order, ruling or regulation continue the qualification of the Company as a limited liability company under the laws of any state or to ensure that the Oaktree Operating Group Members will not be treated as associations taxable as corporations or otherwise taxed as corporations for U.S. federal income tax purposes;
(d) a change that the Board of Directors determines in its sole discretion to be necessary or state agency appropriate to address changes in U.S. federal income tax regulations, legislation or judicial authority interpretation;
(e) a change that the Board of Directors in its sole discretion determines to be necessary, desirable or contained in any federal or state statute (including the Delaware LLC Act) or (2) appropriate to facilitate the trading of the Shares Preferred Units (including the division of any class or classes or series of Outstanding Shares Preferred Units into different classes or series to facilitate uniformity of tax consequences within such classes or series of SharesUnits) 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 Preferred Units 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 Shareholders;
(vif) a change in the fiscal year Fiscal Year or taxable year of the Company and any other changes that the Board of Directors determines to be necessary necessary, desirable or appropriate as a result of a change in the fiscal year Fiscal Year or taxable year of the Company including, if the Board of Directors shall so determine, a change in the definition of “Quarter”;Company; or
(vii) notwithstanding the provisions of Section 13.1(b)(iv)(A), an amendment that the Board of Directors determines to be necessary or appropriate in connection with the authorization or issuance of any class or series of Shares or other securities of the Company pursuant to Section 5.3;
(viii) an amendment that the Board of Directors, in its sole discretion, determines to be necessary or appropriate to implement a defensive shareholder rights plan similar to a shareholder rights plan, or “poison pill,” for corporations, including the issuance of a dividend of rights to each Shareholder that would become exercisable if any Person or group (an “Acquiring Person”) acquires ownership in excess of a specified percentage of the Outstanding Shares or initiates a tender offer for in excess of that specified percentage of the Outstanding Shares; and the provisions of such a plan may include provisions that delegate all or certain decisions to Directors who have specified qualifications, including a lack of a relationship to the Acquiring Person and/or specified tenure on the Board of Directors;
(ix) any amendment expressly permitted in this Agreement to be made by the Board of Directors acting alone;
(x) an amendment effected, necessitated or contemplated by a Merger Agreement approved in accordance with Section 14.3;
(xig) an amendment that the Board of Directors determines determines, based on advice of counsel, to be necessary or appropriate to reflect and account for the formation by prevent the Company ofor its Directors, Officers, trustees or agents from having a material risk of being in any manner subjected to the provisions of the Investment Company Act or the Investment Advisers Act of 1940, as amended, or investment Title I of ERISA, Section 4975 of the Code or any applicable Similar Law currently applied or proposed; provided, that for so long as the Oaktree Member has the right to appoint an Oaktree Director, the resolution approving any such action shall have been approved by the Company in, any corporation, partnership, joint venture, limited liability company or other entity; or
(xii) any other amendments substantially similar to the foregoingat least one Brookfield Director and one Oaktree Director.
Appears in 1 contract
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) 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 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 Shareholders;
(vi) 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 including, if the Board of Directors shall so determine, a change in the definition of “Quarter”;
(vii) notwithstanding the provisions of Section 13.1(b)(iv)(A), an amendment that the Board of Directors determines to be necessary or appropriate in connection with the authorization or issuance of any class or series of Shares or other securities of the Company pursuant to Section 5.3;
(viii) an amendment that the Board of Directors, in its sole discretion, determines to be necessary or appropriate to implement a defensive shareholder rights plan similar to a shareholder rights plan, or “poison pill,” for corporations, including the issuance of a dividend of rights to each Shareholder that would become exercisable if any Person or group (an “Acquiring Person”) acquires ownership in excess of a specified percentage of the Outstanding Shares or initiates a tender offer for in excess of that specified percentage of the Outstanding Shares; and the provisions of such a plan may include provisions that delegate all or certain decisions to Directors who have specified qualifications, including a lack of a relationship to the Acquiring Person and/or specified tenure on the Board of Directors;
(ix) any amendment expressly permitted in this Agreement to be made by the Board of Directors acting alone;
(x) an amendment effected, necessitated or contemplated by a Merger Agreement approved in accordance with Section 14.3;
(xi) an amendment that the Board of Directors determines to be necessary or appropriate to reflect and account for the formation by the Company of, or investment by the Company in, any corporation, partnership, joint venture, limited liability company or other entity; or
(xii) any other amendments substantially similar to the foregoing.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Travelcenters of America LLC)
Amendments to be Adopted Solely by the Board of Directors. Notwithstanding Section 13.1(a)Section 9.1, the Board of Directors, without the approval or any other action of any ShareholderMember, 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:
(ia) 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;
(iib) the admission, substitution substitution, withdrawal or removal of Shareholders Members 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;
(ivc) 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 each Series will continue to qualify as a REIT for U.S. federal income tax purposes or otherwise not be taxed as an entity for U.S. federal income tax purposes, other than as the Company specifically so designates;
(Ad) a change that, in the sole discretion of the Board of Directors, it determines (i) does not adversely affect the Shareholders Members (including adversely affecting the holders of any particular class or series of Shares of a Series as compared to other holders of other classes or series of Shares) in any material respect, (Bii) 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), (iii) to be necessary, desirable or (2) appropriate to facilitate the trading of the Shares (including including, without limitation, the division of any class or classes 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 ShareholdersMembers, (Civ) to be necessary or appropriate in connection with action taken by the Board of Directors pursuant to Section 3.10, (v) are necessary to preserve the Managing Member's right to appoint, remove or nominate directors, set the number of Directors or fill vacancies on the Board of Directors or (vi) is required to effect the intent expressed in any Offering Document or 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;Agreement; 40
(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 Shareholders;
(vie) a change in the fiscal year or taxable year of the Company or any Series 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 including, if or any Series;
(f) an amendment that the Board of Directors shall so determinedetermines, a change based on the advice of counsel, to be necessary or appropriate to prevent the Company or its Directors, Officers, trustees or agents from in any manner being subjected to the definition provisions of “Quarter”the Investment Company Act of 1940, as amended, the Investment Advisers Act of 1940, as amended, or "plan asset" regulations adopted under the Employee Retirement Income Security Act of 1974, as amended, regardless of whether such are substantially similar to plan asset regulations currently applied or proposed by the United States Department of Labor;
(viig) notwithstanding the provisions of Section 13.1(b)(iv)(A), an amendment that the Board of Directors determines to be necessary or appropriate in connection with the authorization issuance of any additional Series A-1 Common Shares or Series A-2 Common Shares, the establishment or creation of additional Series pursuant to Section 3.2 or the authorization, establishment, creation or issuance of any class or series of Shares or other securities of the Company any Series pursuant to Section 5.3Section 3.3 and the admission of Additional Members;
(viii) an amendment that the Board of Directors, in its sole discretion, determines to be necessary or appropriate to implement a defensive shareholder rights plan similar to a shareholder rights plan, or “poison pill,” for corporations, including the issuance of a dividend of rights to each Shareholder that would become exercisable if any Person or group (an “Acquiring Person”) acquires ownership in excess of a specified percentage of the Outstanding Shares or initiates a tender offer for in excess of that specified percentage of the Outstanding Shares; and the provisions of such a plan may include provisions that delegate all or certain decisions to Directors who have specified qualifications, including a lack of a relationship to the Acquiring Person and/or specified tenure on the Board of Directors;
(ixh) any other amendment expressly permitted in this Agreement to be made by the Board of Directors acting alone;
(xi) an amendment effected, necessitated or contemplated by a Merger Agreement approved in accordance with Section 14.3Section 10.3;
(xij) an amendment that the Board of Directors determines to be necessary or appropriate to reflect and account for the formation by the Company of, or investment by the Company or any Series in, any corporation, partnership, joint venture, limited liability company or other entity, in connection with the conduct by the Company or any Series of activities permitted by the terms of Section 2.4;
(k) a merger, conversion or conveyance pursuant to Section 10.3(d); or
(xiil) any other amendments substantially similar to the foregoing.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Etre Reit, LLC)
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) 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 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 Shareholders;
(vi) 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 including, if the Board of Directors shall so determine, a change in the definition of “"Quarter”";
(vii) notwithstanding the provisions of Section 13.1(b)(iv)(A), an amendment that the Board of Directors determines to be necessary or appropriate in connection with the authorization or issuance of any class or series of Shares or other securities of the Company pursuant to Section 5.3;
(viii) an amendment that the Board of Directors, in its sole discretion, determines to be necessary or appropriate to implement a defensive shareholder rights plan similar to a shareholder rights plan, or “"poison pill,” " for corporations, including the issuance of a dividend of rights to each Shareholder that would become exercisable if any Person or group (an “Acquiring Person”"ACQUIRING PERSON") acquires ownership in excess of a specified percentage of the Outstanding Shares or initiates a tender offer for in excess of that specified percentage of the Outstanding Shares; and the provisions of such a plan may include provisions that delegate all or certain decisions to Directors who have specified qualifications, including a lack of a relationship to the Acquiring Person and/or specified tenure on the Board of Directors;
(ix) any amendment expressly permitted in this Agreement to be made by the Board of Directors acting alone;
(x) an amendment effected, necessitated or contemplated by a Merger Agreement approved in accordance with Section 14.3;
(xi) an amendment that the Board of Directors determines to be necessary or appropriate to reflect and account for the formation by the Company of, or investment by the Company in, any corporation, partnership, joint venture, limited liability company or other entity; or
(xii) any other amendments substantially similar to the foregoing.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Travelcenters of America LLC)
Amendments to be Adopted Solely by the Board of Directors. Notwithstanding Section 13.1(a)9.1, the Board of Directors, without the approval or any other action of any ShareholderMember, 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:
(ia) 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;
(iib) the admission, substitution substitution, withdrawal or removal of Shareholders Members 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;
(ivc) 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 each Series will continue to qualify as a REIT for U.S. federal income tax purposes or otherwise not be taxed as an entity for U.S. federal income tax purposes, other than as the Company specifically so designates;
(Ad) a change that, in the sole discretion of the Board of Directors, it determines (i) does not adversely affect the Shareholders Members (including adversely affecting the holders of any particular class or series of Shares of a Series as compared to other holders of other classes or series of Shares) in any material respect, (Bii) 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), (iii) to be necessary, desirable or (2) appropriate to facilitate the trading of the Shares (including including, without limitation, the division of any class or classes 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 ShareholdersMembers, (Civ) to be necessary or appropriate in connection with action taken by the Board of Directors pursuant to Section 3.10, (v) are necessary to preserve the Managing Member's right to appoint, remove or nominate directors, set the number of Directors or fill vacancies on the Board of Directors or (vi) is required to effect the intent expressed in any Offering Document or 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 DirectorsAgreement;
(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 Shareholders;
(vie) a change in the fiscal year or taxable year of the Company or any Series 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 including, if or any Series;
(f) an amendment that the Board of Directors shall so determinedetermines, a change based on the advice of counsel, to be necessary or appropriate to prevent the Company or its Directors, Officers, trustees or agents from in any manner being subjected to the definition provisions of “Quarter”the Investment Company Act of 1940, as amended, the Investment Advisers Act of 1940, as amended, or "plan asset" regulations adopted under the Employee Retirement Income Security Act of 1974, as amended, regardless of whether such are substantially similar to plan asset regulations currently applied or proposed by the United States Department of Labor;
(viig) notwithstanding the provisions of Section 13.1(b)(iv)(A), an amendment that the Board of Directors determines to be necessary or appropriate in connection with the authorization issuance of any additional Series A-1 Common Shares or Series A-2 Common Shares, the establishment or creation of additional Series pursuant to Section 3.2 or the authorization, establishment, creation or issuance of any class or series of Shares or other securities of the Company any Series pursuant to Section 5.33.2 and the admission of Additional Members;
(viii) an amendment that the Board of Directors, in its sole discretion, determines to be necessary or appropriate to implement a defensive shareholder rights plan similar to a shareholder rights plan, or “poison pill,” for corporations, including the issuance of a dividend of rights to each Shareholder that would become exercisable if any Person or group (an “Acquiring Person”) acquires ownership in excess of a specified percentage of the Outstanding Shares or initiates a tender offer for in excess of that specified percentage of the Outstanding Shares; and the provisions of such a plan may include provisions that delegate all or certain decisions to Directors who have specified qualifications, including a lack of a relationship to the Acquiring Person and/or specified tenure on the Board of Directors;
(ixh) any other amendment expressly permitted in this Agreement to be made by the Board of Directors acting alone;
(xi) an amendment effected, necessitated or contemplated by a Merger Agreement approved in accordance with Section 14.310.3;
(xij) an amendment that the Board of Directors determines to be necessary or appropriate to reflect and account for the formation by the Company of, or investment by the Company or any Series in, any corporation, partnership, joint venture, limited liability company or other entity, in connection with the conduct by the Company or any Series of activities permitted by the terms of Section 2.4;
(k) a merger, conversion or conveyance pursuant to Section 10.3(d); or
(xiil) any other amendments substantially similar to the foregoing.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Etre Reit, LLC)
Amendments to be Adopted Solely by the Board of Directors. Notwithstanding Section 13.1(a)9.1, the Board of Directors, without the approval or any other action of any ShareholderMember, 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:
(ia) 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;
(iib) the admission, substitution substitution, withdrawal or removal of Shareholders Members 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;
(ivc) 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 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 Company specifically so designates;
(Ad) a change that the Board of Directors determines in its sole discretion to be necessary or appropriate to address changes, proposed changes or differing interpretations with respect to any of the Code, Treasury Regulations promulgated thereunder, administrative rulings or pronouncements of the Internal Revenue Service and judicial decisions;
(e) a change that, in the sole discretion of the Board of Directors, it determines (i) does not adversely affect the Shareholders Members (including adversely affecting the holders of any particular class or series of Shares as compared to other holders of other classes or series of Shares) in any material respect, (Bii) 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), (iii) to be necessary, desirable or (2) appropriate to facilitate the trading of the Shares (including including, without limitation, the division of any class or classes 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 ShareholdersMembers, (Civ) to be necessary or appropriate in connection with action taken by the Board of Directors pursuant to Section 3.7, (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 Agreement, or (Dvii) is required to comply with the Class B Shareholders Agreement, the Tax Receivable Agreement, the Exchange Agreement or desired to correct any ambiguity or mistake the Registration Rights Agreement, in this Agreement determined to be such by each case, as in effect on the Board of DirectorsClosing Date;
(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 Shareholders;
(vif) 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 including, if the Board of Directors shall so determinedetermine in its sole discretion, a change in the definition of “Quarter”” and the dates on which distributions are to be made by the Company;
(viig) notwithstanding an amendment that the Board of Directors determines, based on the advice of counsel, to be necessary or appropriate to prevent the Company or its Directors, Officers, trustees or agents from in any manner being subjected to the provisions of Section 13.1(b)(iv)(A)the Investment Company Act of 1940, as amended, the Investment Advisers Act of 1940, as amended, or “plan asset” regulations adopted under the Employee Retirement Income Security Act of 1974, as amended, regardless of whether such are substantially similar to plan asset regulations currently applied or proposed by the United States Department of Labor;
(h) an amendment that the Board of Directors determines to be necessary or appropriate in connection with the authorization or issuance of any class or series of Shares or other securities of the Company pursuant to Section 5.33.2 and the admission of Additional Members;
(viii) an amendment that the Board of Directors, in its sole discretion, determines to be necessary or appropriate to implement a defensive shareholder rights plan similar to a shareholder rights plan, or “poison pill,” for corporations, including the issuance of a dividend of rights to each Shareholder that would become exercisable if any Person or group (an “Acquiring Person”) acquires ownership in excess of a specified percentage of the Outstanding Shares or initiates a tender offer for in excess of that specified percentage of the Outstanding Shares; and the provisions of such a plan may include provisions that delegate all or certain decisions to Directors who have specified qualifications, including a lack of a relationship to the Acquiring Person and/or specified tenure on the Board of Directors;
(ixi) any amendment expressly permitted in this Agreement to be made by the Board of Directors acting alone;
(xj) an amendment effected, necessitated or contemplated by a Merger Agreement approved in accordance with Section 14.310.3;
(xik) an amendment that the Board of Directors determines to be necessary or appropriate to reflect and account for the formation by the Company of, or investment by the Company in, any corporation, partnership, joint venture, limited liability company or other entity, in connection with the conduct by the Company of activities permitted by the terms of Section 2.4;
(l) a merger, conversion or conveyance pursuant to Section 10.3(d); or
(xiim) any other amendments substantially similar to the foregoing.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Och-Ziff Capital Management Group LLC)
Amendments to be Adopted Solely by the Board of Directors. Notwithstanding Section 13.1(a10.1(a) and Section 10.1(b), the Board of Directors, without the approval or any other action consent of any ShareholderShareholder (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, to reflect:
(i1) to reflect a change in the name of the Company, Company or the location of the principal place of business of the Company, the registered agent of the Company or the registered office of the Company;
(ii2) to reflect a change that is necessary or advisable in the admission, substitution or removal opinion of Shareholders in accordance with this Agreement;
(iii) any change as to which the Board of Directors reasonably determines is customarily of to ensure that the type contained in the bylaws of Company will not be taxable as a corporation organized under the Delaware General Corporation Law, including without limitation, any of the provisions of Articles IV, VII, IX, X, XI and XVor treated as an association taxable as a corporation for federal income tax purposes;
(iv3) to reflect a change that (i) in the sole discretion of 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, (Bii) to be is necessary or appropriate desirable 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 statute, (including the Delaware LLC Actiii) is necessary or (2) desirable to facilitate the trading of the Common Shares (including the division of or 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) Member Interests 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 any Member Interests 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, Shareholders or (Civ) 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 DirectorsInformation Statement;
(v4) notwithstanding to reflect an amendment that is necessary, as reflected in an opinion of the legal counsel of the Company, to prevent the Company or its directors or officers from in any manner being subjected to the provisions of Section 13.1(b)(iv)(A)the Investment Company Act of 1940, any change that as amended, the Board Investment Advisors Act of Directors determines to be in 1940, as amended, the best interest Public Utility Holding Company Act of 1935, as amended, or "plan asset" regulations adopted under the Shareholders Employee Retirement Income Security Act of the Company 1974, as a whole and regardless of amended, whether or not such provision is adverse substantially similar to any class plan asset regulations currently applied or series proposed by the United States Department of Shares or particular Shareholder or group of ShareholdersLabor;
(vi5) to reflect a change in the fiscal year or taxable year any provision of the Company and this Agreement that requires any other changes that the Board of Directors determines action to be necessary taken by or appropriate as a result of a change in the fiscal year or taxable year of the Company including, if the Board of Directors shall so determine, a change in the definition of “Quarter”;
(vii) notwithstanding the provisions of Section 13.1(b)(iv)(A), an amendment that the Board of Directors determines to be necessary or appropriate in connection with the authorization or issuance of any class or series of Shares or other securities 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 5.310.1(c)(5) shall be applicable only if such changes are not materially adverse to the Shareholders;
(viii6) an amendment that to amend the Board terms of Directors, any Member Interest Designation as provided in its sole discretion, determines to be necessary or appropriate to implement a defensive shareholder rights plan similar to a shareholder rights plan, or “poison pill,” for corporations, including the issuance of a dividend of rights to each Shareholder that would become exercisable if any Person or group (an “Acquiring Person”) acquires ownership and in excess of a specified percentage of the Outstanding Shares or initiates a tender offer for in excess of that specified percentage of the Outstanding Shares; and the provisions of such a plan may include provisions that delegate all or certain decisions to Directors who have specified qualifications, including a lack of a relationship to the Acquiring Person and/or specified tenure on the Board of Directors;
(ix) any amendment expressly permitted in this Agreement to be made by the Board of Directors acting alone;
(x) an amendment effected, necessitated or contemplated by a Merger Agreement approved in accordance compliance with Section 14.3;
(xi) an amendment that the Board of Directors determines to be necessary or appropriate to reflect and account for the formation by the Company of, or investment by the Company in, any corporation, partnership, joint venture, limited liability company or other entity4.3; or
(xii7) any other amendments substantially similar to the foregoingamend Sections 5.2(j), 10.10 or 10.12(d).
Appears in 1 contract
Samples: Limited Liability Company Agreement (Kaneb Services LLC)
Amendments to be Adopted Solely by the Board of Directors. Notwithstanding Section 13.1(a)13.1, the Board of Directors, without the approval or any other action of any ShareholderMember, 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:
(ia) 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;
(iib) the admission, substitution substitution, withdrawal or removal of Shareholders Members 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;
(ivc) 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;
(Ad) a change that, in the sole discretion of the Board of Directors, it determines (1) does not adversely affect the Shareholders Members (including adversely affecting the holders of any particular class or series of Shares as compared to other holders of other classes or series of Shares) in any material respect, (B2) 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), (3) to be necessary, desirable or (2) appropriate to 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 ShareholdersMembers, (C4) to be necessary or appropriate in connection with action taken by the Board of Directors pursuant to Section 3.5 or (5) 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 or (D) is required or desired to correct any ambiguity or mistake in this Agreement determined to be such by the Board of DirectorsAgreement;
(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 Shareholders;
(vie) 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 including, if Company;
(f) an amendment that the Board of Directors shall so determinedetermines, a change based on the advice of counsel, to be necessary or appropriate to prevent the Company or its directors, Officers, trustees or agents from in any manner being subjected to the definition provisions of the Investment Company Act of 1940, as amended, the Investment Advisers Act of 1940, as amended, or “Quarter”plan asset” regulations adopted under the Employee Retirement Income Security Act of 1974, as amended, regardless of whether such are substantially similar to plan asset regulations currently applied or proposed by the United States Department of Labor;
(viig) notwithstanding the provisions of Section 13.1(b)(iv)(A), an amendment that (i) sets forth the designations, rights, preferences, powers and duties of any class or series of shares or (ii) the Board of Directors determines to be necessary or appropriate in connection with the authorization or issuance of any class or series of Shares or other securities of the Company pursuant to Section 5.33.2;
(viii) an amendment that the Board of Directors, in its sole discretion, determines to be necessary or appropriate to implement a defensive shareholder rights plan similar to a shareholder rights plan, or “poison pill,” for corporations, including the issuance of a dividend of rights to each Shareholder that would become exercisable if any Person or group (an “Acquiring Person”) acquires ownership in excess of a specified percentage of the Outstanding Shares or initiates a tender offer for in excess of that specified percentage of the Outstanding Shares; and the provisions of such a plan may include provisions that delegate all or certain decisions to Directors who have specified qualifications, including a lack of a relationship to the Acquiring Person and/or specified tenure on the Board of Directors;
(ixh) any amendment expressly permitted in this Agreement to be made by the Board of Directors acting alone;
(xi) an amendment effected, necessitated or contemplated by a Merger Agreement approved in accordance with Section 14.3;
(xij) an amendment that the Board of Directors determines to be necessary or appropriate to reflect and account for the formation by the Company of, or investment by the Company in, any corporation, partnership, joint venture, limited liability company or other entity, in connection with the conduct by the Company of activities permitted by the terms of Section 2.4;
(k) a merger, conversion or conveyance pursuant to Section 14.3(d); or
(xiil) any other amendments substantially similar to the foregoing.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Fortis Minerals, LLC)
Amendments to be Adopted Solely by the Board of Directors. Notwithstanding Section 13.1(a)9.1, the Board of Directors, without the approval or any other action of any ShareholderMember, 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:
(ia) 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;
(iib) the admission, substitution substitution, withdrawal or removal of Shareholders Members 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;
(ivc) 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 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 Company specifically so designates;
(Ad) a change that the Board of Directors determines in its sole discretion to be necessary or appropriate to address changes, proposed changes or differing interpretations with respect to any of the Code, Treasury Regulations promulgated thereunder, administrative rulings or pronouncements of the Internal Revenue Service and judicial decisions;
(e) a change that, in the sole discretion of the Board of Directors, it determines (i) does not adversely affect the Shareholders Members (including adversely affecting the holders of any particular class or series of Shares as compared to other holders of other classes or series of Shares) in any material respect, (Bii) 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), (iii) to be necessary, desirable or (2) appropriate to facilitate the trading of the Shares (including including, without limitation, the division of any class or classes 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 ShareholdersMembers, (Civ) to be necessary or appropriate in connection with action taken by the Board of Directors pursuant to Section 3.7, (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 Agreement, or (Dvii) is required to comply with the Class B Shareholders Agreement, the Tax Receivable Agreement, the Exchange Agreement or desired to correct any ambiguity or mistake the Registration Rights Agreement, in this Agreement determined to be such by each case, as in effect on the Board of DirectorsClosing Date;
(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 Shareholders;
(vif) 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 including, if the Board of Directors shall so determinedetermine in its sole discretion, a change in the definition of “"Quarter”" and the dates on which distributions are to be made by the Company;
(viig) notwithstanding an amendment that the Board of Directors determines, based on the advice of counsel, to be necessary or appropriate to prevent the Company or its Directors, Officers, trustees or agents from in any manner being subjected to the provisions of Section 13.1(b)(iv)(A)the Investment Company Act of 1940, as amended, the Investment Advisers Act of 1940, as amended, or "plan asset" regulations adopted under the Employee Retirement Income Security Act of 1974, as amended, regardless of whether such are substantially similar to plan asset regulations currently applied or proposed by the United States Department of Labor;
(h) an amendment that the Board of Directors determines to be necessary or appropriate in connection with the authorization or issuance of any class or series of Shares or other securities of the Company pursuant to Section 5.33.2 and the admission of Additional Members;
(viii) an amendment that the Board of Directors, in its sole discretion, determines to be necessary or appropriate to implement a defensive shareholder rights plan similar to a shareholder rights plan, or “poison pill,” for corporations, including the issuance of a dividend of rights to each Shareholder that would become exercisable if any Person or group (an “Acquiring Person”) acquires ownership in excess of a specified percentage of the Outstanding Shares or initiates a tender offer for in excess of that specified percentage of the Outstanding Shares; and the provisions of such a plan may include provisions that delegate all or certain decisions to Directors who have specified qualifications, including a lack of a relationship to the Acquiring Person and/or specified tenure on the Board of Directors;
(ixi) any amendment expressly permitted in this Agreement to be made by the Board of Directors acting alone;
(xj) an amendment effected, necessitated or contemplated by a Merger Agreement approved in accordance with Section 14.310.3;
(xik) an amendment that the Board of Directors determines to be necessary or appropriate to reflect and account for the formation by the Company of, or investment by the Company in, any corporation, partnership, joint venture, limited liability company or other entity, in connection with the conduct by the Company of activities permitted by the terms of Section 2.4;
(l) a merger, conversion or conveyance pursuant to Section 10.3(d); or
(xiim) any other amendments substantially similar to the foregoing.
Appears in 1 contract
Amendments to be Adopted Solely by the Board of Directors. Notwithstanding Section 13.1(a11.11(a) and Section 11.11(b), the Board of Directors, without the approval or any other action of any ShareholderMember 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:
(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 substitution, withdrawal or removal of Shareholders Members in accordance with this Agreement;
(iii) any a change as to which that the Board of Directors reasonably determines is customarily to be necessary or appropriate to qualify or continue the qualification of the type contained in the bylaws of Company as a corporation organized limited liability company under the Delaware General Corporation Law, including without limitation, laws of any of state or to ensure that the provisions of Articles IV, VII, IX, X, XI and XVGroup Members will not be treated as associations taxable as corporations or otherwise taxed as entities for federal income tax purposes;
(iv) Subject to Section 14.5, Section 15.5, and Section 16.5 to the extent applicable, a change that the Board of Directors determines (A) does not adversely affect the Shareholders Members (including any particular class or series of Shares Member Interests as compared to other classes or series of SharesMember Interests) 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 Units (including the division of any class class, classes or series of Outstanding Shares Units into different classes or series to facilitate uniformity of tax consequences within such classes or series of SharesUnits) 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 Units 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 ShareholdersMembers, (C) to be necessary or appropriate in connection with action taken by the Board of Directors pursuant to Section 5.9 or (D) 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 or (D) is required or desired to correct any ambiguity or mistake in this Agreement determined to be such by the Board of DirectorsAgreement;
(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 Shareholders;
(vi) 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 including, if the Board of Directors shall so determine, a change in the definition of “Quarter”” and the dates on which distributions (other than Series A Distributions, Series B Distributions and Series C Distributions) are to be made by the Company;
(vi) an amendment that is necessary, in the Opinion of Counsel, to prevent the Company or its Directors, Officers, trustees or agents 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, regardless of whether such are substantially similar to plan asset regulations currently applied or proposed by the United States Department of Labor;
(vii) notwithstanding subject to the provisions terms of Section 13.1(b)(iv)(A)14.5, Section 15.5, Section 16.5 and Section 5.5, an amendment that the Board of Directors determines to be necessary or appropriate in connection with the authorization or of issuance of any class or series of Shares or other securities of the Company Securities pursuant to Section 5.35.4;
(viii) an amendment that the Board of Directors, in its sole discretion, determines to be necessary or appropriate to implement a defensive shareholder rights plan similar to a shareholder rights plan, or “poison pill,” for corporations, including the issuance of a dividend of rights to each Shareholder that would become exercisable if any Person or group (an “Acquiring Person”) acquires ownership in excess of a specified percentage of the Outstanding Shares or initiates a tender offer for in excess of that specified percentage of the Outstanding Shares; and the provisions of such a plan may include provisions that delegate all or certain decisions to Directors who have specified qualifications, including a lack of a relationship to the Acquiring Person and/or specified tenure on the Board of Directors;
(ix) any amendment expressly permitted in this Agreement to be made by the Board of Directors acting alone;
(xix) an amendment effected, necessitated or contemplated by a Merger Agreement or Plan of Conversion approved in accordance with Section 14.312.3;
(xix) an amendment that the Board of Directors determines to be necessary or appropriate to reflect and account for the formation by the Company of, or investment by the Company in, any corporation, partnership, joint venture, limited liability company or other entity, in connection with the conduct by the Company of activities permitted by the terms of Section 2.4;
(xi) a merger, consolidation, conversion or conveyance pursuant to Section 12.3(d);
(xii) an amendment that requires, in connection with a transfer of Member Interests, the Assignees of Member Interests to provide a statement, certification or other proof to the Company regarding such Assignee’s status as an Eligible Citizen; or
(xiixiii) any other amendments substantially similar to the foregoing.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Vanguard Natural Resources, LLC)
Amendments to be Adopted Solely by the Board of Directors. Notwithstanding Section 13.1(a), Each Member agrees that the Board of Directors, without the approval or any other action of any ShareholderMember, may amend any provision of this Agreement, Agreement and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect:
(ia) 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;
(iib) the admission, substitution substitution, withdrawal or removal of Shareholders Members in accordance with this Agreement;
(iiic) any a change as to which that the Board of Directors reasonably determines is customarily to be necessary or appropriate to qualify or continue the qualification of the type contained in the bylaws of Company as a corporation organized limited liability company under the Delaware General Corporation Law, including without limitation, laws of any of state or to ensure that the provisions of Articles IV, VII, IX, X, XI and XVGroup Members will not be treated as associations taxable as corporations or otherwise taxed as entities for U.S. federal income tax purposes;
(ivd) a change that the Board of Directors determines (Ai) does not adversely affect the Shareholders Members (including any particular class or series of Shares Company Interests as compared to other classes or series of SharesCompany Interests) in any material respect, (Bii) to be necessary or appropriate to (1A) 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 (2B) facilitate the trading of the Shares Company Interests or Units (including the division of any class or series classes of Outstanding Shares Company Interests into different classes or series to facilitate uniformity of tax consequences within such classes or series of SharesCompany Interests) or comply with any rule, regulation, guideline or requirement of any National Securities Exchange on which the Common Shares Company Interests or other securities of the Company Units are or will be listed for or admitted to trading, compliance (iii) to be necessary or appropriate in connection with any of which action taken by the Board of Directors deems pursuant to Section 5.7 or to implement the tax-related provisions of this Agreement, or (iv) to be in the best interests of the Company and the Shareholders, (C) 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 or (D) is required or desired to correct any ambiguity or mistake in this Agreement determined to be such by the Board of DirectorsAgreement;
(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 Shareholders;
(vie) 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 including, if the Board of Directors shall so determine, a change in the definition of “Quarter”Distribution Period” and the dates on which distributions are to be made by the Company;
(viif) notwithstanding an amendment that is necessary, in the Opinion of Counsel, to prevent the Company or its directors, officers, trustees or agents from in any manner being subjected to the provisions of Section 13.1(b)(iv)(A)the Investment Company Act of 1940, as amended, the Investment Advisers Act of 1940, as amended, or “plan asset” regulations adopted under the Employee Retirement Income Security Act of 1974, as amended, regardless of whether such are substantially similar to plan asset regulations currently applied or proposed by the United States Department of Labor;
(g) an amendment that the Board of Directors determines to be necessary or appropriate in connection with the authorization or issuance of any class or series of Shares Company Interests, or other securities of the any options, warrants, rights and/or appreciation rights relating to any Company Interest, pursuant to Section 5.35.5;
(viiih) an amendment that the Board of Directors, in its sole discretion, determines to be necessary or appropriate to implement a defensive shareholder rights plan similar to a shareholder rights plan, or “poison pill,” for corporations, including the issuance of a dividend of rights to each Shareholder that would become exercisable if any Person or group (an “Acquiring Person”) acquires ownership in excess of a specified percentage of the Outstanding Shares or initiates a tender offer for in excess of that specified percentage of the Outstanding Shares; and the provisions of such a plan may include provisions that delegate all or certain decisions to Directors who have specified qualifications, including a lack of a relationship to the Acquiring Person and/or specified tenure on the Board of Directors;
(ix) any amendment expressly permitted in this Agreement to be made by the Board of Directors acting alone;
(xi) an amendment effected, necessitated or contemplated by a Merger Agreement or Plan of Conversion approved in accordance with Section 14.313.3, or an amendment contemplated by Section 13.5;
(xij) an amendment that the Board of Directors determines to be necessary or appropriate to reflect and account for the formation by the Company of, or investment by the Company in, any corporation, partnership, joint venture, limited liability company or other entity, in connection with the conduct by the Company of activities permitted by the terms of Section 2.4;
(k) an amendment effected, necessitated or contemplated by any amendment to the limited partnership or limited liability company agreement of a member of the MLP Group that requires the equityholders of such member of the MLP Group to provide a statement, certificate or other proof of evidence to the Subsidiary regarding whether such equityholder is subject to U.S. federal income tax on the income generated by such member of the MLP Group;
(l) a merger, conveyance or conversion pursuant to Section 13.3(d);
(m) an amendment contemplated by Section 4.7; or
(xiin) any other amendments substantially similar to the foregoing.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Atlas Energy Group, LLC)
Amendments to be Adopted Solely by the Board of Directors. Notwithstanding Section 13.1(a)9.1, the Board of Directors, without the approval or any other action of any ShareholderMember, 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:
(ia) 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;
(iib) the admission, substitution substitution, withdrawal or removal of Shareholders Members 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;
(ivc) 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 each Series will continue to qualify as a REIT for U.S. federal income tax purposes or otherwise not be taxed as an entity for U.S. federal income tax purposes, other than as the Company specifically so designates;
(Ad) a change that, in the sole discretion of the Board of Directors, it determines (i) does not adversely affect the Shareholders Members (including adversely affecting the holders of any particular class or series of Shares of a Series as compared to other holders of other classes or series of Shares) in any material respect, (Bii) 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), (iii) to be necessary, desirable or (2) appropriate to facilitate the trading of the Shares (including including, without limitation, the division of any class or classes 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 ShareholdersMembers, (Civ) to be necessary or appropriate in connection with action taken by the Board of Directors pursuant to Section 3.10, (v) are necessary to preserve the Managing Member’s right to appoint, remove or nominate directors, set the number of Directors or fill vacancies on the Board of Directors or (vi) is required to effect the intent expressed in any Offering Document or 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 DirectorsAgreement;
(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 Shareholders;
(vie) a change in the fiscal year or taxable year of the Company or any Series 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 including, if or any Series;
(f) an amendment that the Board of Directors shall so determinedetermines, a change based on the advice of counsel, to be necessary or appropriate to prevent the Company or its Directors, Officers, trustees or agents from in any manner being subjected to the definition provisions of the Investment Company Act of 1940, as amended, the Investment Advisers Act of 1940, as amended, or “Quarter”plan asset” regulations adopted under the Employee Retirement Income Security Act of 1974, as amended, regardless of whether such are substantially similar to plan asset regulations currently applied or proposed by the United States Department of Labor;
(viig) notwithstanding the provisions of Section 13.1(b)(iv)(A), an amendment that the Board of Directors determines to be necessary or appropriate in connection with the authorization issuance of any additional Series R‑1 Common Shares, the establishment or creation of additional Series pursuant to Section 3.2 or the authorization, establishment, creation or issuance of any class or series of Shares or other securities of the Company any Series pursuant to Section 5.33.2 and the admission of Additional Members;
(viii) an amendment that the Board of Directors, in its sole discretion, determines to be necessary or appropriate to implement a defensive shareholder rights plan similar to a shareholder rights plan, or “poison pill,” for corporations, including the issuance of a dividend of rights to each Shareholder that would become exercisable if any Person or group (an “Acquiring Person”) acquires ownership in excess of a specified percentage of the Outstanding Shares or initiates a tender offer for in excess of that specified percentage of the Outstanding Shares; and the provisions of such a plan may include provisions that delegate all or certain decisions to Directors who have specified qualifications, including a lack of a relationship to the Acquiring Person and/or specified tenure on the Board of Directors;
(ixh) any other amendment expressly permitted in this Agreement to be made by the Board of Directors acting alone;
(xi) an amendment effected, necessitated or contemplated by a Merger Agreement approved in accordance with Section 14.310.3;
(xij) an amendment that the Board of Directors determines to be necessary or appropriate to reflect and account for the formation by the Company of, or investment by the Company or any Series in, any corporation, partnership, joint venture, limited liability company or other entity, in connection with the conduct by the Company or any Series of activities permitted by the terms of Section 2.4;
(k) a merger, conversion or conveyance pursuant to Section 10.3(d); or
(xiil) any other amendments substantially similar to the foregoing.
Appears in 1 contract
Samples: Limited Liability Company Agreement (ETRE Residential, LLC)
Amendments to be Adopted Solely by the Board of Directors. Notwithstanding Section 13.1(a)9.1, except as otherwise expressly provided in any Share Designation, the Board of Directors, without the approval or any other action of any ShareholderMember, 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:
(ia) 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;
(iib) the admission, substitution substitution, withdrawal or removal of Shareholders Members 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;
(ivc) 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 not be treated as an association taxable as a corporation or otherwise taxed as an entity for federal income tax purposes other than as the Company specifically so designates;
(Ad) a change that, in the sole discretion of the Board of Directors, it determines (i) does not adversely affect the Shareholders Members (including adversely affecting the holders of any particular class or series of Shares as compared to other holders of other classes or series of Shares) in any material respect, (Bii) 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), (iii) to be necessary, desirable or (2) appropriate to facilitate the trading of the Shares (including the division of any class or classes 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 ShareholdersCommon Members, (Civ) to be necessary or appropriate in connection with action taken by the Board of Directors pursuant to Section 3.7 or (v) is required to effect the intent expressed in the IPO Registration Statement or the Series A Preferred Shares Registration Statement or 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 DirectorsAgreement;
(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 Shareholders;
(vie) 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 including, if Company;
(f) an amendment that the Board of Directors shall so determinedetermines, a change based on the advice of counsel, to be necessary or appropriate to prevent the Company or its Directors, officers, trustees or agents from in any manner being subjected to the definition provisions of the Investment Company Act of 1940, as amended, the Investment Advisers Act of 1940, as amended, or “Quarter”plan asset” regulations adopted under the Employee Retirement Income Security Act of 1974, as amended, regardless of whether such are substantially similar to plan asset regulations currently applied or proposed by the United States Department of Labor;
(viig) notwithstanding the provisions of Section 13.1(b)(iv)(A), an amendment that the Board of Directors determines to be necessary or appropriate in connection with the authorization or issuance of any class or series of Shares or other securities of the Company pursuant to Section 5.33.2 and the admission of Additional Members;
(viii) an amendment that the Board of Directors, in its sole discretion, determines to be necessary or appropriate to implement a defensive shareholder rights plan similar to a shareholder rights plan, or “poison pill,” for corporations, including the issuance of a dividend of rights to each Shareholder that would become exercisable if any Person or group (an “Acquiring Person”) acquires ownership in excess of a specified percentage of the Outstanding Shares or initiates a tender offer for in excess of that specified percentage of the Outstanding Shares; and the provisions of such a plan may include provisions that delegate all or certain decisions to Directors who have specified qualifications, including a lack of a relationship to the Acquiring Person and/or specified tenure on the Board of Directors;
(ixh) any amendment expressly permitted in this Agreement to be made by the Board of Directors acting alone;
(xi) an amendment effected, necessitated or contemplated by a Merger Agreement approved in accordance with Section 14.310.3;
(xij) an amendment that the Board of Directors determines to be necessary or appropriate to reflect and account for the formation by the Company of, or investment by the Company in, any corporation, partnership, joint venture, limited liability company or other entity, in connection with the conduct by the Company of activities permitted by the terms of Section 2.4;
(k) a merger, conversion or conveyance pursuant to Section 10.3(d); or
(xiil) any other amendments substantially similar to the foregoing.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Fortress Transportation & Infrastructure Investors LLC)
Amendments to be Adopted Solely by the Board of Directors. Notwithstanding Section 13.1(a11.1(a) and Section 11.1(b), the Board of Directors, without the approval or any other action of any ShareholderMember, 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 substitution, withdrawal or removal of Shareholders Members in accordance with this Agreement;
(iii) any a change as to which that the Board of Directors reasonably determines is customarily to be necessary or appropriate to qualify or continue the qualification of the type contained in the bylaws of Company as a corporation organized limited liability company under the Delaware General Corporation Law, including without limitation, laws of any of state or to ensure that the provisions of Articles IV, VII, IX, X, XI and XVGroup Members will not be treated as associations taxable as corporations or otherwise taxed as entities for federal income tax purposes;
(iv) a change that the Board of Directors determines (A) does not adversely affect the Shareholders Members (including any particular class or series of Shares Interests as compared to other classes or series of SharesInterests) 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 Units (including the division of any class or series classes of Outstanding Shares Units into different classes or series to facilitate uniformity of tax consequences within such classes or series of SharesUnits) 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 Units are or will be listed for trading, compliance (C) to be necessary or appropriate in connection with any of which action taken by the Board of Directors deems pursuant to be in the best interests of the Company and the Shareholders, Section 5.9 or (CD) 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 or (D) is required or desired to correct any ambiguity or mistake in this Agreement determined to be such by the Board of DirectorsAgreement;
(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 Shareholders;
(vi) 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 including, if the Board of Directors shall so determine, a change in the definition of “"Quarter”" and the dates on which distributions are to be made by the Company;
(vi) an amendment that is necessary, in the Opinion of Counsel, to prevent the Company or its Directors, Officers, trustees or agents from in any manner being subjected to the provisions of the Investment Company Act of 1940, as amended, the Investment Advisers Act of 1940, as amended, or "plan asset" regulations adopted under the Employee Retirement Income Security Act of 1974, as amended, regardless of whether such are substantially similar to plan asset regulations currently applied or proposed by the United States Department of Labor;
(vii) notwithstanding subject to the provisions terms of Section 13.1(b)(iv)(A)5.6, an amendment that the Board of Directors determines to be necessary or appropriate in connection with the authorization or of issuance of any class or series of Shares or other securities of the Company Securities pursuant to Section 5.35.5, including an amendment to the statement or designation of the preferences, rights, powers or duties of any class or series of Company Securities made in accordance with the terms thereof;
(viii) an amendment that the Board of Directors, in its sole discretion, determines to be necessary or appropriate to implement a defensive shareholder rights plan similar to a shareholder rights plan, or “poison pill,” for corporations, including the issuance of a dividend of rights to each Shareholder that would become exercisable if any Person or group (an “Acquiring Person”) acquires ownership in excess of a specified percentage of the Outstanding Shares or initiates a tender offer for in excess of that specified percentage of the Outstanding Shares; and the provisions of such a plan may include provisions that delegate all or certain decisions to Directors who have specified qualifications, including a lack of a relationship to the Acquiring Person and/or specified tenure on the Board of Directors;
(ix) any amendment expressly permitted in this Agreement to be made by the Board of Directors acting alone;
(xix) an amendment effected, necessitated or contemplated by a Merger Agreement approved in accordance with Section 14.312.3;
(xix) an amendment that the Board of Directors determines to be necessary or appropriate to reflect and account for the formation by the Company of, or investment by the Company in, any corporation, partnership, joint venture, limited liability company or other entity, in connection with the conduct by the Company of activities permitted by the terms of Section 2.4;
(xi) a merger or conveyance pursuant to Section 12.3(d); or
(xii) any other amendments substantially similar to the foregoing.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Copano Energy, L.L.C.)
Amendments to be Adopted Solely by the Board of Directors. Notwithstanding Section 13.1(a)9.1, the Board of Directors, without the approval or any other action of any ShareholderMember, 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:
(ia) 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;
(iib) the admission, substitution substitution, withdrawal or removal of Shareholders Members 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;
(ivc) 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 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 Company specifically so designates;
(Ad) a change that the Board of Directors determines in its sole discretion to be necessary or appropriate to address changes, proposed changes or differing interpretations with respect to any of the Code, Treasury Regulations promulgated thereunder, administrative rulings or pronouncements of the Internal Revenue Service and judicial decisions;
(e) a change that, in the sole discretion of the Board of Directors, it determines (i) does not adversely affect the Shareholders Members (including adversely affecting the holders of any particular class or series of Shares as compared to other holders of other classes or series of Shares) in any material respect, (Bii) 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), (iii) to be necessary, desirable or (2) appropriate to facilitate the trading of the Shares (including including, without limitation, the division of any class or classes 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 ShareholdersMembers, (Civ) to be necessary or appropriate in connection with action taken by the Board of Directors pursuant to Section 3.7, (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 Agreement, or (Dvii) is required to comply with the Class B Shareholders Agreement, the Tax Receivable Agreement, the Exchange Agreement or desired to correct any ambiguity or mistake the Registration Rights Agreement, in this Agreement determined to be such by each case, as in effect on the Board of DirectorsClosing Date;
(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 Shareholders;
(vif) 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 including, if the Board of Directors shall so determinedetermine in its sole discretion, a change in the definition of “Quarter”” and the dates on which distributions are to be made by the Company;
(viig) notwithstanding an amendment that the Board of Directors determines, based on the advice of counsel, to be necessary or appropriate to prevent the Company or its Directors, Officers, trustees or agents from in any manner being subjected to the provisions of Section 13.1(b)(iv)(A)the Investment Company Act of 1940, as amended, the Investment Advisers Act of 1940, as amended, or “plan asset” regulations adopted under the Employee Retirement Income Security Act of 1974, as amended, regardless of whether such are substantially similar to plan asset regulations currently applied or proposed by the United States Department of Labor;
(h) an amendment that the Board of Directors determines to be necessary or appropriate in connection with the authorization or issuance of any class or series of Shares or other securities of the Company pursuant to Section 5.33.2 and the admission of Additional Members;
(viii) an amendment that the Board of Directors, in its sole discretion, determines to be necessary or appropriate to implement a defensive shareholder rights plan similar to a shareholder rights plan, or “poison pill,” for corporations, including the issuance of a dividend of rights to each Shareholder that would become exercisable if any Person or group (an “Acquiring Person”) acquires ownership in excess of a specified percentage of the Outstanding Shares or initiates a tender offer for in excess of that specified percentage of the Outstanding Shares; and the provisions of such a plan may include provisions that delegate all or certain decisions to Directors who have specified qualifications, including a lack of a relationship to the Acquiring Person and/or specified tenure on the Board of Directors;
(ixi) any amendment expressly permitted in this Agreement to be made by the Board of Directors acting alone;; Table of Contents
(xj) an amendment effected, necessitated or contemplated by a Merger Agreement approved in accordance with Section 14.310.3;
(xik) an amendment that the Board of Directors determines to be necessary or appropriate to reflect and account for the formation by the Company of, or investment by the Company in, any corporation, partnership, joint venture, limited liability company or other entity, in connection with the conduct by the Company of activities permitted by the terms of Section 2.4;
(l) a merger, conversion or conveyance pursuant to Section 10.3(d); or
(xiim) any other amendments substantially similar to the foregoing.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Och-Ziff Capital Management Group LLC)
Amendments to be Adopted Solely by the Board of Directors. Notwithstanding Section 13.1(a11.1(a) and Section 11.1(b), the Board of Directors, without the approval or any other action of any ShareholderMember or holder of any Interest, 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 substitution, withdrawal or removal of Shareholders Members in accordance with this Agreement;
(iii) any a change as to which that the Board of Directors reasonably determines is customarily to be necessary or appropriate to qualify or continue the qualification of the type contained in the bylaws of Company as a corporation organized limited liability company under the Delaware General Corporation Law, including without limitation, laws of any of state or to ensure that the provisions of Articles IV, VII, IX, X, XI and XVGroup Members will not be treated as associations taxable as corporations or otherwise taxed as entities for federal income tax purposes;
(iv) a change that the Board of Directors determines (A) does not adversely affect the Shareholders Members (including any particular class or series of Shares Interests as compared to other classes or series of SharesInterests) 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 Units (including the division of any class or series classes of Outstanding Shares Units into different classes or series to facilitate uniformity of tax consequences within such classes or series of SharesUnits) 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 Units 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 ShareholdersMembers, (C) to be necessary or appropriate in connection with action taken by the Board of Directors pursuant to Section 5.8 or (D) 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 or (D) is required or desired to correct any ambiguity or mistake in this Agreement determined to be such by the Board of DirectorsAgreement;
(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 Shareholders;
(vi) 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 including, if the Board of Directors shall so determine, a change in the definition of “Quarter”” and the dates on which distributions are to be made by the Company;
(vi) an amendment that is necessary, in the Opinion of Counsel, to prevent the Company or its Directors, Officers, trustees or agents from in any manner being subjected to the provisions of the Investment Company Act of 1940, as amended, the Investment Advisers Act of 1940, as amended, or “plan asset” regulations adopted under the Employee Retirement Income Security Act of 1974, as amended, regardless of whether such are substantially similar to plan asset regulations currently applied or proposed by the United States Department of Labor;
(vii) notwithstanding subject to the provisions terms of Section 13.1(b)(iv)(A)5.6, an amendment that the Board of Directors determines to be necessary or appropriate in connection with the authorization or issuance of any class or series of Shares or other securities of the Company Securities pursuant to Section 5.35.5 and the admission of Additional Members pursuant thereto;
(viii) an amendment that the Board of Directors, in its sole discretion, determines to be necessary or appropriate to implement a defensive shareholder Unitholder rights plan similar to a shareholder rights plan, or “poison pill,” for corporations, including the issuance of a dividend distribution of rights to each Shareholder Unitholder that would become exercisable if any Person or group (an “Acquiring Person”) Group acquires ownership in excess of a specified percentage of the Outstanding Shares Units or initiates initiated a tender offer for in excess of that specified percentage percent of the Outstanding Shares; and the provisions of such Units. Each right will entitle Unitholders to purchase a plan may include provisions that delegate all or certain decisions to Directors who have specified qualifications, including a lack fractional share of a relationship new class of preferred units, which would convert into the right for Unitholders other than such Person or Group to purchase Units at half of the Acquiring Person and/or specified tenure on then Current Market Price of the Board of DirectorsUnits. The rights issued pursuant to any such Unitholder rights plan must be redeemable by the Company for not more than $0.01 per right;
(ix) any amendment expressly permitted in this Agreement to be made by the Board of Directors acting alone;
(x) an amendment effected, necessitated or contemplated by a Merger Agreement approved in accordance with Section 14.312.3;
(xi) an amendment that the Board of Directors determines to be necessary or appropriate to reflect and account for the formation by the Company of, or investment by the Company in, any corporation, partnership, joint venture, limited liability company or other entity, in connection with the conduct by the Company of activities permitted by the terms of Section 2.4;
(xii) a merger or conveyance pursuant to Section 12.3(d); or
(xiixiii) any other amendments substantially similar to the foregoing.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Valero Gp Holdings LLC)