Amendments to LLC Agreement Sample Clauses
Amendments to LLC Agreement. The LLC Agreement is hereby amended as follows:
(a) The following definitions are hereby added to Section 1.1 of the LLC Agreement:
Amendments to LLC Agreement. The LLC Agreement is hereby amended as follows:
(a) The definitions of “Initial Springing Members”, “Special Member”, “Springing Member”, and “Springing Member One” are hereby deleted in their entirety.
(b) Section 2.6(a) of the LLC Agreement is hereby amended as follows: the existing subsection (iv) shall be renumbered as subsection “(v)”, and the following new subsection (iv) shall be inserted after subsection (iii):
Amendments to LLC Agreement. Effective immediately prior to the earlier to occur of the (i) Acquisition Effective Time (as defined in the Existing Arrangement Agreement), and (ii) Effective Time (as defined in the Floating Share Arrangement Agreement), the Fourth Amended and Restated Limited Liability Company Agreement of the Company, the form of which is attached hereto as Exhibit A, shall automatically amend and restate the LLC Agreement in its entirety, without any further action required by the Manager, the Majority Member or the Members.
Amendments to LLC Agreement. Without GSK’s prior written consent (not to be unreasonably withheld, conditioned or delayed), Purchaser shall not, and shall cause its affiliates not to, directly or indirectly, waive, amend, revise or modify, or grant any consent under or with respect to, or take any other action or inaction having the effect of any of the foregoing, the TRC LLC Agreement. For the avoidance of doubt, the admissions of new members to TRC in connection with a Transfer (as defined in the TRC LLC Agreement) (which for the avoidance of doubt includes the redomestication of a Member) permitted by and in compliance with the provisions of the TRC LLC Agreement and this Agreement shall not require GSK’s consent.
Amendments to LLC Agreement. The LLC Agreement is hereby amended as follows:
(a) The term “Redemption Date”, as set forth in Exhibit A is hereby amended and restated in its entirety to read as follows:
Amendments to LLC Agreement. (a) The definition of “Liquidation Event” in Article I shall be deleted in its entirety.
(b) Section 9.1 shall be deleted in its entirety and replaced with the following:
Amendments to LLC Agreement. For purposes of 16.10(v) of the LLC Agreement, this Agreement constitutes the agreement of the Members that the following provisions of the LLC Agreement may be modified by a Supermajority Vote of the Board:
(a) clause (i) of the definition of "'Fair Market Value" and "FMV" in Section 1. 1;
(b) Section 4.8(b);
(c) Section 10.4;
(d) Section 11.2(a);
(e) Section 11 .5(b)(iv); and
(I) Section 16.19.
Amendments to LLC Agreement. Section 2.6(a) of the LLC Agreement is hereby amended as follows: the existing subsection (iv) shall be renumbered as subsection “(v)”, and the following new subsection (iv) shall be inserted after subsection (iii):
Amendments to LLC Agreement. Upon execution of this Amendment, the LLC Agreement is hereby amended as follows:
(a) Section 1.1 of the LLC Agreement is hereby amended by ----------- inserting the following new definitions before the definition of "C&D Change of Control":
Amendments to LLC Agreement. (a) Section 4.2(a) of the LLC Agreement is hereby amended and restated in its entirety as follows:
(a) Except as otherwise provided in Sections 4.2(b) through (h), Net Income and Net Loss shall be allocated to the Members as follows:
(A) For allocations made or related to any period prior to September 1, 2011:
(i) First, Net Income shall be allocated to offset in reverse order any Net Loss allocated in the current period and in all prior periods that have not previously been offset under this Section 4.2;
(ii) Next, Net Income shall be allocated 70% to HXBM and 30% to Camden until such time as HXBM has received total cumulative distributions (excluding any Tax Distributions) that equal HXBM’s initial Capital Contribution;
(iii) Next, Net Income shall be allocated among all Members in proportion to their respective Percentage Interests;
(iv) In the event of a Net Loss, the Net Loss shall be allocated first as necessary to offset in reverse order any Net Income allocated in the current and all prior periods that have not previously been offset or distributed to the Members;
(v) Next, any Net Loss shall be allocated among all Members in proportion to their respective Percentage Interests.
(B) For allocations made or related to any period on or after September 1, 2011:
(i) First, Net Income shall be allocated to offset in reverse order any Net Loss allocated in the current period and in all prior periods that have not previously been offset under this Section 4.2;
(ii) Next, Net Income shall be allocated 30% to HXBM and 70% to Camden until such time as HXBM has received additional total cumulative distributions (excluding any Tax Distributions) that equal $42,000 and Camden has received total cumulative distributions (excluding any Tax Distributions) that equal $98,000;
(iii) Next, Net Income shall be allocated 70% to HXBM and 30% to Camden until such time as HXBM has received additional total cumulative distributions (excluding any Tax Distributions) that equal HXBM’s initial Capital Contribution;
(iv) Next, Net Income shall be allocated among all Members in proportion to their respective Percentage Interests;
(v) In the event of a Net Loss, the Net Loss shall be allocated first as necessary to offset in reverse order any Net Income allocated in the current and all prior periods that have not previously been offset or distributed to the Members;
(vi) Next, any Net Loss shall be allocated among all Members in proportion to their respective Percentage Interests...