Amendments to Certificate and Agreement; Voting Sample Clauses

Amendments to Certificate and Agreement; Voting. 11.3.1. Except as otherwise expressly provided herein, including Section 3.7, Section 3.8, Section 5.3 and Section 11.3.5, either this Agreement or the Certificate (or both) may be modified or amended with and by (but only with and by) the written consent of the Majority Class A Holders. A Member’s execution and delivery of this Agreement shall be deemed its consent and approval of any and all amendments to the Previous Agreements that are reflected in this amended and restated limited liability company agreement.
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Amendments to Certificate and Agreement; Voting. 11.3.1. Subject to the limitations contained elsewhere herein, including Section 5.3, either this Agreement or the Certificate (or both) may be modified or amended with and by (but only with and by) the prior written consent of the Majority Class A Holders. The holders Participation Shares shall have no voting rights with respect to such Shares. Notwithstanding the foregoing provisions of this Section 11.3.1, (a) neither the Certificate nor this Agreement may be amended without the approval of each Member or Assignee materially adversely affected if the amendment would reduce any such Person’s Interest (except as contemplated herein) or would reduce the allocation to such Person of the amount of any Net Profit, Net Loss, or Distribution of cash or property from that which is provided or contemplated herein unless (i) such amendment is being executed to reflect any dilution in such Person’s Interest resulting from the issuance of Interests and Shares as contemplated hereby or to reflect the preference over any such Interest of any new Interests hereunder, (ii) such amendment is being executed to reflect the acceptance of an Assignee as a new Member pursuant hereto or (iii) such amendment treats all Members and Assignees equally based on their respective Interest or Economic Interest, and (b) this Agreement may be amended by the Board of Managers, subject to the requirements of Section 5.3, if (i) such amendment is being executed to reflect any dilution in a Person’s Interest resulting from the issuance of Interests and Shares as contemplated hereby or to reflect the preference over any such Interest of any new Interests hereunder, or (ii) such amendment is being executed to reflect the acceptance of an Assignee as a new Member pursuant hereto. All amendments to the Certificate or this Agreement will be sent to each Member promptly after the effectiveness thereof.
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Related to Amendments to Certificate and Agreement; Voting

  • Amendment to Certificate of Trust If at any time required by Section 3810 of the Statutory Trust Statute, the Trustee, the Delaware Trustee and any other trustee of the Trust shall cause an amendment to the Certificate of Trust to be filed with the Secretary of State in accordance with the provisions of such Section 3810.

  • Distributions in Respect of Certificates Payments to Certificateholders Statements and Reports Section 4.01. Distributions Section 4.02. Allocation of Realized Losses Section 4.03. Paying Agent Section 4.04.

  • Amendments to Certain Documents (a) Holdings and the Borrower shall not, and shall not permit any of its Restricted Subsidiaries to amend, modify or change in any manner that is materially adverse to the interests of the Lenders any term or condition of (i) the Shared Services Agreement, the Tax Receivable Agreement, the FTS Acquisition Agreement and the other FTS Acquisition Documents, the West Xxxxxx Acquisition Agreement and the other West Xxxxxx Acquisition Documents or any documentation governing Junior Debt or (ii) any Charter Document of Holdings, the Borrower or any Subsidiary that is a Guarantor (it being understood and agreed that, in the case of each of clauses (i) and (ii), any amendments, modifications or changes thereto after the date hereof that (A) increase to the amount, rate or frequency of any payment, reimbursement, repurchase, dividend or distribution payable thereunder, (B) change to any right of redemption, retirement or put option set forth therein, and (C) [reserved] (including, for the avoidance of doubt, in the case of each of clauses (A) and (B), any Distribution resulting therefrom), shall, in each case, be deemed to be materially adverse to the interests of the Lenders); provided that, in the case of any Charter Document of Holdings, such amendment, modification or change shall be permitted to the extent that Holdings and its Restricted Subsidiaries shall not be required to take any action, or otherwise be required to make any payment, reimbursement, repurchase, dividend or distribution or exercise any redemption, retirement or put option, based on such amendment, modification or change that would not be prohibited under this Agreement (including, for the avoidance of doubt, any amendment to the Charter Document for Holdings contemplated by the IPO Transactions) (notwithstanding any other provisions set forth herein, it being understood and agreed that any amendments, modifications, restatements or supplements to the Holdings LLC Agreement occurring after the date hereof in accordance with the provisions set forth in the definition of Holdings LLC Agreement set forth herein shall not be prohibited by this Agreement).

  • PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS Section 5.01 Distributions..............................................................................70 Section 5.02 Monthly Advances; Servicing Advances.......................................................74 Section 5.03 Statements to Certificateholders...........................................................75 Section 5.04

  • Supplemental Agreements with Consent of Applicable Certificateholders Without limitation of Section 9.02 of the Basic Agreement, the provisions of Section 9.02 of the Basic Agreement shall apply to agreements or amendments for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Escrow Agreement, the Deposit Agreement, the Liquidity Facility or the NPA or modifying in any manner the rights and obligations of the Applicable Certificateholders under the Escrow Agreement, the Deposit Agreement, the Liquidity Facility or the NPA; provided that the provisions of Section 9.02(1) of the Basic Agreement shall be deemed to include reductions in any manner of, or delay in the timing of, any receipt by the Applicable Certificateholders of payments upon the Deposits.

  • Distributions and Reports to Certificateholders Distributions shall be made to, and reports shall be provided to, Certificateholders as set forth in the applicable Supplement.

  • Statements to Certificateholders Section 5.05 Tax Returns and Reports to Certificateholders................ Section 5.06

  • Amendments to Certain Agreements The Company shall not amend, modify or otherwise change the Insider Letter and the Trust Agreement without the prior written consent of the Representative, which such consent shall not be unreasonably delayed, conditioned or withheld by the Representative. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative with respect to the transfer of the funds held in the Trust Account from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative.

  • Supplemental Agreements Without Consent of Applicable Certificateholders Without limitation of Section 9.01 of the Basic Agreement, under the terms of, and subject to the limitations contained in, Section 9.01 of the Basic Agreement, the Company may (but will not be required to), and the Trustee (subject to Section 9.03 of the Basic Agreement) shall, at the Company's request, at any time and from time to time, (i) enter into one or more agreements supplemental to the Escrow Agreement, the NPA or the Deposit Agreement, for any of the purposes set forth in clauses (1) through (9) of such Section 9.01, and (without limitation of the foregoing or Section 9.01 of the Basic Agreement) (a) clauses (2) and (3) of such Section 9.01 shall also be deemed to include the Company's obligations under (in the case of clause (2)), and the Company's rights and powers conferred by (in the case of clause (3)), the NPA, and (b) references in clauses (4), (6) and (7) of such Section 9.01 to "any Intercreditor Agreement or any Liquidity Facility" shall also be deemed to refer to "the Intercreditor Agreement, the Liquidity Facility, the Escrow Agreement, the NPA or the Deposit Agreement" and (ii) enter into one or more agreements supplemental to this Agreement to provide for the formation of a Class D Trust, the issuance of Class D Certificates, the purchase by the Class D Trust of Equipment Notes and other matters incidental thereto or otherwise contemplated by Section 2.01(b) of the Basic Agreement.

  • Distributions Statements to Certificateholders Section 4.01. Certificate Account and Special Payments Account................28 Section 4.02. Distributions from Certificate Account and Special Payments Account.........................................................28 Section 4.03. Statements to Certificateholders................................30 Section 4.04. Investment of Special Payment Moneys............................31 ARTICLE V THE COMPANY

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