Common use of Amendments to be Adopted Solely by the Board Clause in Contracts

Amendments to be Adopted Solely by the Board. Notwithstanding Section 14.1, Section 14.2, Section 14.3 or Section 14.4 or any other provision of this Agreement, the Board of Directors, without the approval of any Unitholder or other Person, may amend any provision of this Agreement:‌ (a) to reflect a change in the name of the Company, the registered agent of the Company or the registered office of the Company; (b) to adopt any amendment expressly permitted by this Agreement to be made by the Board of Directors, acting alone, including as permitted by Section 4.3(b), Section 7.2(b) and Section 12.15(b); (c) in the event any provision of the DGCL or the Act is enacted, amended or revoked, to adopt any amendment to this Agreement that the Board of Directors determines is necessary or appropriate to reflect the change effected by such enactment, amendment or revocation to the DGCL or the Act; (d) pursuant to any Preferred Unit Designation or in connection with any creation or issuance of Preferred Units pursuant to Section 3.5(a); (e) if any term or provision of this Agreement is determined, in a final and nonappealable Order, to be illegal or invalid for any reason, to adopt any amendment to this Agreement that the Board of Directors determines is necessary or appropriate so as to, as closely as possible in a manner acceptable to the Board, effect the intent that this Agreement govern the Company in a manner that is substantially similar to the governance of MIC Corp. in effect immediately prior to the Effective Time; (f) 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; (g) to address changes in the Code, U.S. Treasury Regulations, legislation or interpretation; (h) to the extent it does not adversely affect the Unitholders considered as a whole or Unitholders holding any particular class or series of Units as compared to Unitholders holding any other classes or series of Units, in each case, in any material respect, to (i) satisfy any requirements, conditions or guidelines contained in any opinion, Order 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 Act), (ii) facilitate the trading of Units (including the division of any class or series of Outstanding Units into different classes or series to facilitate uniformity of tax consequences within such classes or series of Units) or comply with any rule, regulation, guideline or requirement of any National Securities Exchange on which the Units are or will be listed, or (iii) effect the intent expressed in the Registration Statement or the intent of the provisions of this Agreement; (i) to effect 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; (j) to implement a decision of the Board of Directors to cause the Company to elect to be treated as a corporation for U.S. Federal income tax purposes in accordance with Section 16.5; (k) to effect the conversion of the Company from a Delaware limited liability company to a Delaware limited partnership and any other changes that the Board of Directors determines to be necessary or appropriate in connection therewith; and (l) to correct any provision of this Agreement that, as a result of a typographical error or other inaccuracy, does not implement the intent that this Agreement govern the Company in a manner that is substantially similar to the governance of MIC Corp. in effect immediately prior to the Effective Time.

Amendments to be Adopted Solely by the Board. Notwithstanding Section Sections 14.1, Section 14.2, Section 14.3 or Section 14.4 or any other provision of this Agreement, the Board of Directors, without the approval of any Unitholder Shareholder or other Person, may amend any provision of this Agreement:‌Agreement: (a) to reflect a change in the name of the Company, the registered agent of the Company or the registered office of the Company; (b) to adopt any amendment expressly permitted by this Agreement to be made by the Board of Directors, acting alone, including as permitted by Section Sections 4.3(b), Section 7.2(b8.2(b) and Section 12.15(b12.1(f); (c) in the event any provision of the DGCL or the Act is enacted, amended or revoked, to adopt any amendment to this Agreement that the Board of Directors determines is necessary or appropriate to reflect the change effected by such enactment, amendment or revocation to the DGCL or the Act; (d) pursuant to any Preferred Unit Designation or in connection with any creation or issuance of Preferred Units pursuant to Section 3.5(a)Share Designation; (e) if any term or provision of this Agreement is determined, in a final and nonappealable Order, to be illegal or invalid for any reason, to adopt any amendment to this Agreement that the Board of Directors determines is necessary or appropriate so as to, as closely as possible in a manner acceptable to the Board, effect the intent that this Agreement govern the Company in a manner that is substantially similar to the governance of MIC Corp. LIN TV in effect immediately prior to the Effective Time; (f) 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 any Group Member will not be treated as an association taxable as a corporation or otherwise taxed as an entity for U.S. federal income tax purposes; (g) to address changes in the Code, U.S. Treasury Regulationsfederal income tax regulations, legislation or interpretation; (h) to the extent it does not adversely affect the Unitholders Shareholders considered as a whole or Unitholders Shareholders holding any particular class or series of Units Shares as compared to Unitholders Shareholders holding any other classes or series of Units, in each case, Shares in any material respect, to (i) satisfy any requirements, conditions or guidelines contained in any opinion, Order 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 Act), ) or (ii) facilitate the trading of Units Shares (including the division of any class or series of Outstanding Units Shares into different classes or series to facilitate uniformity of tax consequences within such classes or series of UnitsShares) or comply with any rule, regulation, guideline or requirement of any National Securities Exchange on which the Units Shares are or will be listed, or (iii) effect the intent expressed in the Registration Statement or the intent of the provisions of this Agreement; (i) to effect 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; (j) to implement a decision of the Board of Directors to cause the Company to elect to be treated as a corporation for U.S. Federal income tax purposes in accordance with Section 16.5; (k) to effect the conversion of the Company from a Delaware limited liability company to a Delaware limited partnership and any other changes that the Board of Directors determines to be necessary or appropriate in connection therewith; and (lj) to correct any provision of this Agreement that, as a result of a typographical error or other inaccuracy, does not implement the intent that this Agreement govern the Company in a manner that is substantially similar to the governance of MIC Corp. LIN TV in effect immediately prior to the Effective Time.

Amendments to be Adopted Solely by the Board. Notwithstanding Section 14.1, Section 14.2, Section 14.3 or Section 14.4 or any other provision of this Agreement, the Board of Directors, without the approval of any Unitholder or other Person, may amend any provision of this Agreement:‌Agreement: (a) to reflect a change in the name of the Company, the registered agent of the Company or the registered office of the Company; (b) to adopt any amendment expressly permitted by this Agreement to be made by the Board of Directors, acting alone, including as permitted by Section 4.3(b), Section 7.2(b) and Section 12.15(b); (c) in the event any provision of the DGCL or the Act is enacted, amended or revoked, to adopt any amendment to this Agreement that the Board of Directors determines is necessary or appropriate to reflect the change effected by such enactment, amendment or revocation to the DGCL or the Act; (d) pursuant to any Preferred Unit Designation or in connection with any creation or issuance of Preferred Units pursuant to Section 3.5(a); (e) if any term or provision of this Agreement is determined, in a final and nonappealable Order, to be illegal or invalid for any reason, to adopt any amendment to this Agreement that the Board of Directors determines is necessary or appropriate so as to, as closely as possible in a manner acceptable to the Board, effect the intent that this Agreement govern the Company in a manner that is substantially similar to the governance of MIC Corp. in effect immediately prior to the Effective Time; (f) 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; (g) to address changes in the Code, U.S. Treasury Regulations, legislation or interpretation; (h) to the extent it does not adversely affect the Unitholders considered as a whole or Unitholders holding any particular class or series of Units as compared to Unitholders holding any other classes or series of Units, in each case, in any material respect, to (i) satisfy any requirements, conditions or guidelines contained in any opinion, Order 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 Act), (ii) facilitate the trading of Units (including the division of any class or series of Outstanding Units into different classes or series to facilitate uniformity of tax consequences within such classes or series of Units) or comply with any rule, regulation, guideline or requirement of any National Securities Exchange on which the Units are or will be listed, or (iii) effect the intent expressed in the Registration Statement or the intent of the provisions of this Agreement; (i) to effect 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; (j) to implement a decision of the Board of Directors to cause the Company to elect to be treated as a corporation for U.S. Federal income tax purposes in accordance with Section 16.5; (k) to effect the conversion of the Company from a Delaware limited liability company to a Delaware limited partnership and any other changes that the Board of Directors determines to be necessary or appropriate in connection therewith; and (l) to correct any provision of this Agreement that, as a result of a typographical error or other inaccuracy, does not implement the intent that this Agreement govern the Company in a manner that is substantially similar to the governance of MIC Corp. in effect immediately prior to the Effective Time.

Amendments to be Adopted Solely by the Board. Notwithstanding Section Sections 14.1, Section 14.2, Section 14.3 or Section 14.4 or any other provision of this Agreement, the Board of Directors, without the approval of any Unitholder Shareholder or other Person, may amend any provision of this Agreement:‌Agreement: (a) to reflect a change in the name of the Company, the registered agent of the Company or the registered office of the Company; (b) to adopt any amendment expressly permitted by this Agreement to be made by the Board of Directors, acting alone, including as permitted by Section Sections 4.3(b), Section 7.2(b8.2(b) and Section 12.15(b12.1(g); (c) in the event any provision of the DGCL or the Act is enacted, amended or revoked, to adopt any amendment to this Agreement that the Board of Directors determines is necessary or appropriate to reflect the change effected by such enactment, amendment or revocation to the DGCL or the Act; (d) pursuant to any Preferred Unit Designation or in connection with any creation or issuance of Preferred Units pursuant to Section 3.5(a)Share Designation; (e) if any term or provision of this Agreement is determined, in a final and nonappealable Order, to be illegal or invalid for any reason, to adopt any amendment to this Agreement that the Board of Directors determines is necessary or appropriate so as to, as closely as possible in a manner acceptable to the Board, effect the intent that this Agreement govern the Company in a manner that is substantially similar to the governance of MIC Corp. JMP Group Inc. in effect immediately prior to the Effective Time; (f) 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; (g) to address changes in the Code, U.S. Treasury Regulationsfederal income tax regulations, legislation or interpretation; (h) to the extent it does not adversely affect the Unitholders Shareholders considered as a whole or Unitholders Shareholders holding any particular class or series of Units Shares as compared to Unitholders Shareholders holding any other classes or series of Units, in each case, Shares in any material respect, to (i) satisfy any requirements, conditions or guidelines contained in any opinion, Order 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 Act), ) or (ii) facilitate the trading of Units Shares (including the division of any class or series of Outstanding Units Shares into different classes or series to facilitate uniformity of tax consequences within such classes or series of UnitsShares) or comply with any rule, regulation, guideline or requirement of any National Securities Exchange on which the Units Shares are or will be listed, or (iii) effect the intent expressed in the Registration Statement or the intent of the provisions of this Agreement; (i) to effect 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; (j) to implement a decision of the Board of Directors to cause the Company to elect to be treated as a corporation for U.S. Federal income tax purposes in accordance with Section 16.5; (k) to effect the conversion of the Company from a Delaware limited liability company to a Delaware limited partnership and any other changes that the Board of Directors determines to be necessary or appropriate in connection therewith; and (lj) to correct any provision of this Agreement that, as a result of a typographical error or other inaccuracy, does not implement the intent that this Agreement govern the Company in a manner that is substantially similar to the governance of MIC Corp. JMP Group Inc. in effect immediately prior to the Effective Time.

Amendments to be Adopted Solely by the Board. Notwithstanding Section Sections 14.1, Section 14.2, Section 14.3 or Section 14.4 or any other provision of this Agreement, the Board of Directors, without the approval of any Unitholder Shareholder or other Person, may amend any provision of this Agreement:‌Agreement: (a) to reflect a change in the name of the Company, the registered agent of the Company or the registered office of the Company; (b) to adopt any amendment expressly permitted by this Agreement to be made by the Board of Directors, acting alone, including as permitted by Section Sections 4.3(b), Section 7.2(b8.2(b) and Section 12.15(b12.1(g); (c) in the event any provision of the DGCL or the Act is enacted, amended or revoked, to adopt any amendment to this Agreement that the Board of Directors determines is necessary or appropriate to reflect the change effected by such enactment, amendment or revocation to the DGCL or the Act; (d) pursuant to any Preferred Unit Designation or in connection with any creation or issuance of Preferred Units pursuant to Section 3.5(a)Share Designation; (e) if any term or provision of this Agreement is determined, in a final and nonappealable non-appealable Order, to be illegal or invalid for any reason, to adopt any amendment to this Agreement that the Board of Directors determines is necessary or appropriate so as to, as closely as possible in a manner acceptable to the Board, effect the intent that this Agreement govern the Company in a manner that is substantially similar to the governance of MIC Corp. MDB Capital Holdings Inc. in effect immediately prior to the Effective Time; (f) 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; (g) to address changes in the Code, U.S. Treasury Regulationsfederal income tax regulations, legislation or interpretation; (h) to the extent it does not adversely affect the Unitholders Shareholders considered as a whole or Unitholders Shareholders holding any particular class or series of Units Shares as compared to Unitholders Shareholders holding any other classes or series of Units, in each case, Shares in any material respect, to (i) satisfy any requirements, conditions or guidelines contained in any opinion, Order 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 Act), ) or (ii) facilitate the trading of Units Shares (including the division of any class or series of Outstanding Units Shares into different classes or series to facilitate uniformity of tax consequences within such classes or series of UnitsShares) or comply with any rule, regulation, guideline or requirement of any National Securities Exchange on which the Units Shares are or will be listed, or (iii) to effect a reverse split or forward split of any class or series of Outstanding Shares, and related adjustments to other securities of the intent expressed in the Registration Statement Company, which equally affect all such security holders, or (iv) effect the intent of the provisions of this Agreement; (i) to effect 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;; and (j) to implement a decision of the Board of Directors to cause the Company to elect to be treated as a corporation for U.S. Federal income tax purposes in accordance with Section 16.5; (k) to effect the conversion of the Company from a Delaware limited liability company to a Delaware limited partnership and any other changes that the Board of Directors determines to be necessary correct or appropriate in connection therewith; and (l) to correct clarify any provision of this Agreement that, as a result of a typographical error or other inaccuracy, does not implement the intent that this Agreement govern the Company in a manner that is substantially similar to the governance of MIC Corp. in effect immediately prior to the Effective Time.

Amendments to be Adopted Solely by the Board. Notwithstanding Section 14.1Sections 13.1, Section 14.213.2, Section 14.3 13.3 or Section 14.4 13.4 or any other provision of this Agreement, the Board of Directors, without the approval of any Unitholder Shareholder or other Person, may amend any provision of this Agreement:‌Agreement: (a) to reflect a change in the name of the Company, the registered agent of the Company or the registered office of the Company; (b) to adopt any amendment expressly permitted by this Agreement to be made by the Board of Directors, acting alone, including as permitted by Section Sections 4.3(b), Section 7.2(b) and Section 12.15(b11.1(f); (c) in the event any provision of the DGCL or the Act is enacted, amended or revoked, to adopt any amendment to this Agreement that the Board of Directors determines is necessary or appropriate to reflect the change effected by such enactment, amendment or revocation to the DGCL or the Act; (d) pursuant to any Preferred Unit Share Designation or in connection with any creation or issuance of Preferred Units Shares pursuant to Section 3.5(a3.4(b); (e) if any term or provision of this Agreement is determined, in a final and nonappealable Order, to be illegal or invalid for any reason, to adopt any amendment to this Agreement that the Board of Directors determines is necessary or appropriate so as to, as closely as possible in a manner acceptable to the Board, effect the intent that this Agreement govern the Company in a manner that is substantially similar to the governance of MIC CIFC Corp. in effect immediately prior to the Effective Time; (f) 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; (g) to address changes in the Code, U.S. Treasury Regulations, legislation or interpretation; (h) to the extent it does not adversely affect the Unitholders Shareholders considered as a whole or Unitholders Shareholders holding any particular class or series of Units Shares as compared to Unitholders Shareholders holding any other classes or series of UnitsShares, in each case, in any material respect, to (i) satisfy any requirements, conditions or guidelines contained in any opinion, Order 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 Act), ) or (ii) facilitate the trading of Units Shares (including the division of any class or series of Outstanding Units Shares into different classes or series to facilitate uniformity of tax consequences within such classes or series of UnitsShares) or comply with any rule, regulation, guideline or requirement of any National Securities Exchange on which the Units Shares are or will be listed, or (iii) effect the intent expressed in the Registration Statement or the intent of the provisions of this Agreement; (i) to effect 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; (j) to implement a decision of the Board of Directors to cause the Company to elect to be treated as a corporation for U.S. Federal income tax purposes in accordance with Section 16.5; (k) to effect the conversion of the Company from a Delaware limited liability company to a Delaware limited partnership and any other changes that the Board of Directors determines to be necessary or appropriate in connection therewith; and (lk) to correct any provision of this Agreement that, as a result of a typographical error or other inaccuracy, does not implement the intent that this Agreement govern the Company in a manner that is substantially similar to the governance of MIC CIFC Corp. in effect immediately prior to the Effective Time.