Amendments Without Consent. Notwithstanding the provisions of Section 12.1, or any other provision of this Agreement to the contrary, the following amendments may be made with the consent of the Board and without the need to seek the consent of any Member: (a) to add to the duties or obligations of the Board or surrender any right granted to the Board herein; (b) to cure any ambiguity or correct or supplement any provision herein which may be inconsistent with any other provision herein or to correct any printing, stenographic or clerical errors or omissions in order that this Agreement shall accurately reflect the agreement among the Members; (c) to make such changes as the Board in good xxxxx xxxxx necessary to comply with any requirements applicable to the Fund or its affiliates under the Investment Company Act or any similar state or federal law; (d) to make changes negotiated with Additional Investors so long as the changes do not materially adversely affect the rights and obligations of any existing Common Unitholders and the amendment is not objected to by Common Unitholders holding 20% or more of outstanding Common Units within twenty (20) Business Days of being given notice thereof; (e) amendments to create any new series or classes of Units and to establish the terms thereof; (f) to change the name of the Fund; or (g) to make changes that this Agreement specifically provides may be made by the Board without the consent of any Member, provided, however, that no amendment shall may be made pursuant to clauses (a) through (e) above if such amendment would (1) subject any Member to any adverse economic consequences without such Member’s consent, (2) diminish the rights or protections of one or more Members (including, for the avoidance of doubt, provisions intended to protect one or more Members from suffering certain adverse tax consequences), or (3) diminish or waive in any material respect the duties and obligations of the Board to the Fund or the Members.
Appears in 4 contracts
Samples: Limited Liability Company Agreement (New Mountain Guardian III BDC, L.L.C.), Merger Agreement (New Mountain Guardian III BDC, L.L.C.), Limited Liability Company Agreement (New Mountain Guardian III BDC, L.L.C.)
Amendments Without Consent. Notwithstanding the provisions of Section 12.1, or any other provision of this Agreement to the contrary, the following amendments may be made with the consent of the Board and without the need to seek the consent of any Member:
(a) to add to the duties or obligations of the Board or surrender any right granted to the Board herein;
(b) to cure any ambiguity or correct or supplement any provision herein which may be inconsistent with any other provision herein or to correct any printing, stenographic or clerical errors or omissions in order that this Agreement shall accurately reflect the agreement among the Members;
(c) to make such changes as the Board in good xxxxx fxxxx xxxxx necessary to comply with any requirements applicable to the Fund or its affiliates under the Investment Company Act or any similar state or federal law;
(d) to make changes negotiated with Additional Investors so long as the changes do not materially adversely affect the rights and obligations of any existing Common Unitholders and the amendment is not objected to by Common Unitholders holding 20% or more of outstanding Common Units within twenty (20) Business Days of being given notice thereof;
(e) amendments to create any new series or classes of Units and to establish the terms thereof;
(f) to change the name of the Fund; or
(g) to make changes that this Agreement specifically provides may be made by the Board without the consent of any Member, provided, however, that no amendment shall may be made pursuant to clauses (a) through (e) above if such amendment would (1) subject any Member to any adverse economic consequences without such Member’s consent, (2) diminish the rights or protections of one or more Members (including, for the avoidance of doubt, provisions intended to protect one or more Members from suffering certain adverse tax consequences), or (3) diminish or waive in any material respect the duties and obligations of the Board to the Fund or the Members.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (New Mountain Guardian III BDC, L.L.C.), Limited Liability Company Agreement (New Mountain Guardian III BDC, L.L.C.), Limited Liability Company Agreement (New Mountain Guardian III BDC, L.L.C.)
Amendments Without Consent. Notwithstanding the provisions of Section 12.1, or any other provision of this Agreement to the contrary, the following amendments may be made with the consent of the Board and without the need to seek obtain the consent of any Member:
(a) to add to the duties or obligations of the Board or surrender any right granted to the Board herein;
(b) to cure any ambiguity or correct or supplement any provision herein which may be inconsistent with any other provision herein or to correct any printing, stenographic or clerical errors or omissions in order that this Agreement shall accurately reflect the agreement among the Members;
(c) to make such changes as the Board in good xxxxx xxxxx necessary to comply with any requirements applicable to the Fund or its affiliates under the Investment Company Act or any similar state or federal law;
(d) to make changes negotiated with Additional Investors so long as the changes do not materially adversely affect the rights and obligations of any existing Common Unitholders and the amendment is not objected to by Common Unitholders holding 20% or more of outstanding Common Units within twenty (20) Business Days of being given notice thereof;
(e) amendments to create any new series or classes of Units and to establish the terms thereof;
(f) to change the name of the Fund; or
(g) to make changes that this Agreement specifically provides may be made by the Board without the consent of any Member, provided, however, that no amendment shall may be made pursuant to clauses (a) through (e) above if such amendment would (1) subject any Member to any adverse economic consequences without such Member’s consent, (2) diminish the rights or protections of one or more Members (including, for the avoidance of doubt, provisions intended to protect one or more Members from suffering certain adverse tax consequences), or (3) diminish or waive in any material respect the duties and obligations of the Board to the Fund or the Members.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (New Mountain Guardian IV Income Fund, L.L.C.), Limited Liability Company Agreement (New Mountain Guardian IV Unlevered BDC, L.L.C.)
Amendments Without Consent. Notwithstanding the provisions of Section 12.1, or any other provision of this Agreement to the contrary, the following amendments may be made with the consent of the Board and without the need to seek obtain the consent of any Member:
(a) to add to the duties or obligations of the Board or surrender any right granted to the Board herein;
(b) to cure any ambiguity or correct or supplement any provision herein which may be inconsistent with any other provision herein or to correct any printing, stenographic or clerical errors or omissions in order that this Agreement shall accurately reflect the agreement among the Members;
(c) to make such changes as the Board in good xxxxx fxxxx xxxxx necessary to comply with any requirements applicable to the Fund or its affiliates under the Investment Company Act or any similar state or federal law;
(d) to make changes negotiated with Additional Investors so long as the changes do not materially adversely affect the rights and obligations of any existing Common Unitholders and the amendment is not objected to by Common Unitholders holding 20% or more of outstanding Common Units within twenty (20) Business Days of being given notice thereof;
(e) amendments to create any new series or classes of Units and to establish the terms thereof;
(f) to change the name of the Fund; or
(g) to make changes that this Agreement specifically provides may be made by the Board without the consent of any Member, provided, however, that no amendment shall may be made pursuant to clauses (a) through (e) above if such amendment would (1) subject any Member to any adverse economic consequences without such Member’s consent, (2) diminish the rights or protections of one or more Members (including, for the avoidance of doubt, provisions intended to protect one or more Members from suffering certain adverse tax consequences), or (3) diminish or waive in any material respect the duties and obligations of the Board to the Fund or the Members.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (New Mountain Guardian IV BDC, L.L.C.), Limited Liability Company Agreement (New Mountain Guardian IV BDC, L.L.C.)
Amendments Without Consent. Notwithstanding the provisions of Section 12.1, or any other provision of this Agreement to the contrary, the following amendments may be made with the consent of the Board and without the need to seek obtain the consent of any Member:
: (a) to add to the duties or obligations of the Board or surrender any right granted to the Board herein;
; (b) to cure any ambiguity or correct or supplement any provision herein which may be inconsistent with any other provision herein or to correct any printing, stenographic or clerical errors or omissions in order that this Agreement shall accurately reflect the agreement among the Members;; 30
(c) to make such changes as the Board in good xxxxx xxxxx necessary to comply with any requirements applicable to the Fund or its affiliates under the Investment Company Act or any similar state or federal law;
; (d) to make changes negotiated with Additional Investors so long as the changes do not materially adversely affect the rights and obligations of any existing Common Unitholders and the amendment is not objected to by Common Unitholders holding 20% or more of outstanding Common Units within twenty (20) Business Days of being given notice thereof;
; (e) amendments to create any new series or classes of Units and to establish the terms thereof;
; (f) to change the name of the Fund; or
or (g) to make changes that this Agreement specifically provides may be made by the Board without the consent of any Member, provided, however, that no amendment shall may be made pursuant to clauses (a) through (e) above if such amendment would (1) subject any Member to any adverse economic consequences without such Member’s consent, (2) diminish the rights or protections of one or more Members (including, for the avoidance of doubt, provisions intended to protect one or more Members from suffering certain adverse tax consequences), or (3) diminish or waive in any material respect the duties and obligations of the Board to the Fund or the Members.
Appears in 1 contract
Samples: Limited Liability Company Agreement (New Mountain Guardian IV Income Fund, L.L.C.)