Authority to Amend by Managers Sample Clauses

Authority to Amend by Managers. Except as otherwise provided by Section 11.2, this Agreement and the Articles of Organization of the Company may be amended by the consent of MedCath and the Investor Manager: (a) To admit additional Members or Substitute Members but only in accordance with and if permitted by the other terms of this Agreement; (b) To preserve the legal status of the Company as a limited liability company under the North Carolina Act or other applicable state or federal laws if such does not change the substance hereof, and the Company has obtained the written opinion of its counsel to that effect; (c) To cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, to clarify any provision of this Agreement, or to make any other provisions with respect to matters or questions arising under this Agreement which will not be inconsistent with the provisions of this Agreement; (d) To satisfy the requirements of the Code and Regulations with respect to limited liability companies or of any Federal or state securities laws or regulations, provided such amendment does not adversely affect the Membership Interests of Members and is necessary or appropriate in the written opinion of counsel. Any amendment under this subsection (e) shall be effective as of the date of this Agreement; (e) To the extent that it can do so without materially reducing the economic return to any Member on his or her investment in the Company, to satisfy any requirements of federal or state legislation or regulations, court order, or action of any governmental administrative agency with respect the operation or ownership of the Hospital; (f) Intentionally omitted; and (g) Upon written notice to all Members, MedCath may elect to expand the number of Managers up to nine (9) so that the Managers can serve as the governing body of the Hospital. In such event, the Managers shall include, in addition to MedCath or its designee, the president or chief executive officer of the Hospital who shall be designated by MedCath and three (3) additional Managers elected from time to time by the Investor Members one of whom must be the medical director of the hospital. The remaining Managers shall be elected from time to time by MedCath. MedCath may delegate to such governing body such duties and responsibilities of MedCath as MedCath deems necessary or appropriate. Notwithstanding the foregoing, in the event the number of Managers is expanded, the Investor Mem...
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Authority to Amend by Managers. EXCEPT AS OTHERWISE PROVIDED BY SECTION 11.2, THIS AGREEMENT AND THE ARTICLES OF ORGANIZATION OF THE COMPANY MAY BE AMENDED BY HHBF WITH THE APPROVAL OF THE INVESTOR MANAGER WHICH APPROVAL SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED: (A) TO ADMIT ADDITIONAL MEMBERS OR SUBSTITUTE MEMBERS BUT ONLY IN ACCORDANCE WITH AND IF PERMITTED BY THE OTHER TERMS OF THIS AGREEMENT; (B) TO PRESERVE THE LEGAL STATUS OF THE COMPANY AS A LIMITED LIABILITY COMPANY UNDER THE ACT OR OTHER APPLICABLE STATE OR FEDERAL LAWS IF SUCH DOES NOT CHANGE THE SUBSTANCE HEREOF, AND THE COMPANY HAS OBTAINED THE WRITTEN OPINION OF ITS COUNSEL TO THAT EFFECT; (C) TO CURE ANY AMBIGUITY, TO CORRECT OR SUPPLEMENT ANY PROVISION HEREIN WHICH MAY BE INCONSISTENT WITH ANY OTHER PROVISION HEREIN, TO CLARIFY ANY PROVISION OF THIS AGREEMENT, OR TO MAKE ANY OTHER PROVISIONS WITH RESPECT TO MATTERS OR QUESTIONS ARISING UNDER THIS AGREEMENT WHICH WILL NOT BE INCONSISTENT WITH THE PROVISIONS OF THIS AGREEMENT; (D) TO SATISFY THE REQUIREMENTS OF THE CODE AND REGULATIONS WITH RESPECT TO LIMITED LIABILITY COMPANIES OR OF ANY FEDERAL OR STATE SECURITIES LAWS OR REGULATIONS, PROVIDED SUCH AMENDMENT DOES NOT ADVERSELY AFFECT THE MEMBERSHIP INTERESTS OF MEMBERS AND IS NECESSARY OR APPROPRIATE IN THE WRITTEN OPINION OF COUNSEL. ANY AMENDMENT UNDER THIS SUBSECTION (D) SHALL BE EFFECTIVE AS OF THE DATE OF THIS AGREEMENT; (E) TO THE EXTENT THAT IT CAN DO SO WITHOUT MATERIALLY REDUCING THE ECONOMIC RETURN ON INVESTMENT IN THE COMPANY TO ANY MEMBER, TO SATISFY ANY REQUIREMENTS OF FEDERAL OR STATE LEGISLATION OR REGULATIONS, COURT ORDER, OR ACTION OF ANY GOVERNMENTAL ADMINISTRATIVE AGENCY WITH RESPECT THE OPERATION OR OWNERSHIP OF THE HOSPITAL; (F) SUBJECT TO THE TERMS OF SECTION 2.5, TO EXTEND THE TERM OF THE COMPANY; AND (G) UPON WRITTEN NOTICE TO ALL MEMBERS, HHBF MAY ELECT TO EXPAND THE NUMBER OF MANAGERS UP TO NINE (9) SO THAT THE MANAGERS CAN SERVE AS THE GOVERNING BODY OF THE HOSPITAL. IN SUCH EVENT, THE MANAGERS SHALL INCLUDE, IN ADDITION TO HHBF OR ITS DESIGNEE, THE PRESIDENT OR CHIEF EXECUTIVE OFFICER OF THE HOSPITAL WHO SHALL BE DESIGNATED BY HHBF AND THREE (3) ADDITIONAL MANAGERS ELECTED FROM TIME TO TIME BY THE INVESTOR MEMBERS ONE OF WHOM MUST BE THE MEDICAL DIRECTOR OF THE HOSPITAL. THE REMAINING MANAGERS SHALL BE ELECTED FROM TIME TO TIME BY HHBF. HHBF MAY DELEGATE TO SUCH GOVERNING BODY SUCH DUTIES AND RESPONSIBILITIES OF HHBF AS HHBF DEEMS NECESSARY OR APPROPRIATE. NOTWITHSTANDING THE FOREGOING, IN ...
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Related to Authority to Amend by Managers

  • AUTHORITY TO MODIFY No modification or change in this Agreement shall be valid and enforceable against UNICEF unless provided by a written amendment to this Agreement signed by a duly authorized officer of UNICEF and an Authorized Officer of IP.

  • Consent to Amendments This Agreement may be amended, and the Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, if the Company shall obtain the written consent to such amendment, action or omission to act, of the Required Holder(s) of the Notes of each Series except that, (i) with the written consent of the holders of all Notes of a particular Series, and if an Event of Default shall have occurred and be continuing, of the holders of all Notes of all Series, at the time outstanding (and not without such written consents), the Notes of such Series may be amended or the provisions thereof waived to change the maturity thereof, to change or affect the principal thereof, or to change or affect the rate or time of payment of interest on or any Yield-Maintenance Amount payable with respect to the Notes of such Series, (ii) without the written consent of the holder or holders of all Notes at the time outstanding, no amendment to or waiver of the provisions of this Agreement shall change or affect the provisions of paragraph 7A or this paragraph 11C insofar as such provisions relate to proportions of the principal amount of the Notes of any Series, or the rights of any individual holder of Notes, required with respect to any declaration of Notes to be due and payable or with respect to any consent, amendment, waiver or declaration, (iii) with the written consent of Prudential (and not without the written consent of Prudential) the provisions of paragraph 2B may be amended or waived (except insofar as any such amendment or waiver would affect any rights or obligations with respect to the purchase and sale of Notes which shall have become Accepted Notes prior to such amendment or waiver), and (iv) with the written consent of all of the Purchasers which shall have become obligated to purchase Accepted Notes of any Series (and not without the written consent of all such Purchasers), any of the provisions of paragraphs 2B and 3 may be amended or waived insofar as such amendment or waiver would affect only rights or obligations with respect to the purchase and sale of the Accepted Notes of such Series or the terms and provisions of such Accepted Notes. Each holder of any Note at the time or thereafter outstanding shall be bound by any consent authorized by this paragraph 11C, whether or not such Note shall have been marked to indicate such consent, but any Notes issued thereafter may bear a notation referring to any such consent. No course of dealing between the Company and the holder of any Note nor any delay in exercising any rights hereunder or under any Note shall operate as a waiver of any rights of any holder of such Note. As used herein and in the Notes, the term "this Agreement" and references thereto shall mean this Agreement as it may from time to time be amended or supplemented.

  • RIGHT TO AMEND This Agreement may only be amended through written consent of the Parties.

  • Right to Amend Procedure The Custodian may amend the procedure for the withdrawal of Bullion only where such amendment is caused by a change in the Rules or procedures of the Relevant Association. Any such amendment will be subject to the notification conditions of the preceding clause 3.2 and will be promptly notified to the Sponsor and the Trustee, such notice to be given in advance of implementation whenever practicable.

  • Authority to Sign If this document is not signed by all of the persons comprising the Supplier, any person who has signed this document warrants to DFMC that it is duly authorised to sign and bind all the persons comprising the Supplier.

  • Authority to Execute Each person executing this Agreement represents and warrants that he or she is duly authorized and has legal authority to execute and deliver this Agreement. Each party represents and warrants to the other that the execution and delivery of this Agreement and the performance of such party’s obligations hereunder have been duly authorized. [Signatures on Following Page]

  • Authority to Execute Agreement Each of the Parties represents and warrants that its undersigned representative has been expressly authorized to execute this Agreement for and on behalf of such Party.

  • Preservation of Rights to Amend Except as set forth in this Agreement, the rights of each member of the Parent Group and each member of the SpinCo Group to amend, waive, or terminate any plan, arrangement, agreement, program, or policy referred to herein shall not be limited in any way by this Agreement.

  • Authority to Act BID 3.1 Any agent acting on behalf of another person, body corporate or firm is required to deposit with the Auctioneer, prior to the auction sale, a letter of authority from such person, body corporate or firm stating that he is acting on behalf of the person, body corporate or firm, as the case may be. 3.2 If the sale is restricted to individuals and not to incorporated bodies or companies as specified by the Developer/Proprietor and/or other relevant authorities, it shall be sold to individual persons only. 3.3 If the sale is restricted to Bumiputra only, such bidder or agent shall be a Bumiputra and when the bidder is a company it will be a Bumiputra company. However the Auctioneer may at his own discretion vary such restriction to allow non-Bumiputra Bidding Agent to participate in the auction on case to case basis. 3.4 All intending bidders shall be required to verify their identities by showing the Auctioneer their identity cards prior to the commencement of the auction, failing which they shall not be entitled to bid.

  • Reference to Amendments Security Certificates authenticated, executed on behalf of the Holders and delivered after the execution of any amendment pursuant to this Section may, and shall if required by the Collateral Agent or the Purchase Contract Agent, bear a notation in form approved by the Purchase Contract Agent and the Collateral Agent as to any matter provided for in such amendment. If the Company shall so determine, new Security Certificates so modified as to conform, in the opinion of the Collateral Agent, the Purchase Contract Agent and the Company, to any such amendment may be prepared and executed by the Company and authenticated, executed on behalf of the Holders and delivered by the Purchase Contract Agent in accordance with the Purchase Contract Agreement in exchange for Outstanding Security Certificates.

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