Amendments to Operating Agreement. The Seller shall have amended and restated its operating agreement in the form attached as Exhibit 09-D hereto as necessary or appropriate to reflect the 2009 Restructuring and the transactions contemplated hereunder. No amendment is necessary or appropriate to the operating agreement of the Originator to reflect the 2009 Restructuring and the transactions contemplated hereunder.
Amendments to Operating Agreement. (a) This Agreement may only be modified or amended with the consent of all the Members and the Principals.
(b) The Company shall prepare and file any amendment to the Certificate of Formation that may be required to be filed under the Act as a consequence of any amendment to this Agreement.
Amendments to Operating Agreement. 62 15.2 Waivers........................................................62
Amendments to Operating Agreement. 1. Subject to paragraphs 4 and 5, amendments may be made to this Agreement upon the written consent of CDNX and the parties referred to in Appendix D.
2. If a Commission requests an amendment, the request will be made in writing and sent by that Commission to the Lead Regulator to be coordinated by the Lead Regulator among the Commissions prior to it being sent to CDNX. CDNX will endeavor to provide a response or consent to the Lead Regulator within 30 days of receipt of any written request from the Lead Regulator.
3. If CDNX requests an amendment, CDNX, in a covering letter sent to the Commissions, will provide a narrative summary and reasons for the proposed amendment together with a copy of the proposed amendment. The Commissions will follow principles of mutual reliance in considering the amendment. The Lead Regulator will consolidate written responses and/or coordinate consents from the other Commissions and will endeavor to provide such responses and/or consents to CDNX within 30 days of receipt of any written request from CDNX.
4. An amendment to the information respecting a Commission contained in Appendix C, D or E may be made by that Commission without the consent of any other party to this Agreement, provided that any such Commission sends written notice of such amendment to the other parties in the form of a revised Appendix C, D or E, as the case may be.
(a) No amendment to this Agreement shall affect the OSC until the procedures set out in section 143.10 of the Securities Act (Ontario) (the “Ontario Act”) have been complied with, unless:
(i) the amendment is an amendment to an Appendix;
(ii) the amendment adds an additional securities regulatory authority as a party to the Agreement; or
(iii) on the date upon which the proposed amendment is to become effective, section 143.10 of the Ontario Act no longer applies to this Agreement.
(b) Where section 143.10 of the Ontario Act applies to this Agreement, the amendment shall come into effect with respect to the OSC on the date determined in accordance with section 143.10 of the Ontario Act.
(c) Where section 143.10 of the Ontario Act does not apply to this Agreement, the amendment shall come into effect with respect to the OSC upon the written consent of CDNX and the parties referred to in Appendix D.
Amendments to Operating Agreement. 4.1 Article IV of the Operating Agreement is amended to add a Section 4.7 as follows:
Amendments to Operating Agreement. Pursuant to and in accordance with Section 14.1 of the Operating Agreement, the following sections of the Operating Agreement are amended and restated in their entirety as follows:
2.1 Amendment to Section 4.1(d)(iv). Section 4.1(d)(iv) of the Operating Agreement is hereby amended and restated in its entirety as follows:
Amendments to Operating Agreement. The Member reserves the right to amend, alter, change or repeal any provision contained in this Operating Agreement in any manner now or hereafter provided herein or by statute; and, except as provided with respect to the indemnification of Managers, all rights, preference and privileges conferred by these Articles upon the Member, Managers, or any other person are granted subject to such right; provided, however, that the Member shall not amend, alter, change or repeal any provision of Sections 1.04, 4.01(a), 4.06, 8.01, 10.01 or Article V (such Sections and Article, the “Restricted Articles”) without the unanimous affirmative vote of the members of the Board of Managers and provided, further, that the Member shall not amend or change any Article so as to be inconsistent with the Restricted Articles.
Amendments to Operating Agreement. The Operating Agreement is hereby amended as follows:
(a) Section 4.16(f) is amended by deleting both references to the number "45,608" in Section 4.16(f) and by substituting in both such places in lieu thereof the number "90,000".
(b) Sections 4.16(g) is amended by deleting Section 4.16(g) in its entirety.
(c) Section 4.16(h) and Section 4.16(i) are amended by redesignating such Sections as, respectively, Section 4.16(g) and Section 4.16(h).
(d) Section 4.16(h), as in place after redesignation pursuant to the preceding subparagraph (c), is amended by revising the words "subparagraphs (a) through (h) of this Section" at the conclusion of that Section to be ""subparagraphs (a) through (g) of this Section".
(e) All references to Section 4.16(g) in all sections of the Operating Agreement other than Section 4.16 are deleted, including in Sections 7.1 and 9.4 of the Operating Agreement, such that the two references to "Sections 4.16(e), 4.16(f) and 4.16(g)" in Section 7.1 are amended to be references to "Sections 4.16(e) and 14(f)", and that the language "Subject only to Sections 4.16(e), 4.16(f) and 4.16(g)" in Section 9.4 is amended to be "Subject only to Sections 4.16(e) and 4.16(f)".
Amendments to Operating Agreement. No amendment or modification of this Operating Agreement shall be valid unless in writing and signed by all of the Members.
Amendments to Operating Agreement. Val-E and Sellers hereby agree to modify or amend the provisions of the Operating Agreement or to waive their rights and obligations under the Operating Agreement as may be necessary or advisable, upon the request of Buyer, with respect to any other matter to facilitate the Purchase Transaction from the date this Agreement is signed to and including the Closing Date:
