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Common use of AUTHORITY TO AMEND BY THE BOARD OF DIRECTORS Clause in Contracts

AUTHORITY TO AMEND BY THE BOARD OF DIRECTORS. Except as otherwise provided by Section 11.2, this Agreement and the Articles of Organization of the Company may be amended by the Board of Directors, and any proposed amendment by members of the Board of Directors designated by LHMI shall not be unreasonably delayed or rejected by any other member of the Board of Directors: (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 and 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; and (f) Subject to the terms of Section 2.6, to extend the term of the Company.

Appears in 2 contracts

Samples: Operating Agreement (Medcath Corp), Operating Agreement (Medcath Corp)

AUTHORITY TO AMEND BY THE BOARD OF DIRECTORS. Except as otherwise provided by Notwithstanding Section 11.23.8 of this Agreement, the Board of Directors may amend this Agreement and or the Articles Article of Organization of the Company may be amended by without the Board of Directors, and any proposed amendment by members consent of the Board of Directors designated by LHMI shall not be unreasonably delayed or rejected by any other member of Required Members for the Board of Directorsfollowing purposes only: (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 and 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; and (f) Subject to the terms of Section 2.6, to extend the term of the Company. Any proposed amendment by a member of the Board of Directors shall not be unreasonably delayed or rejected by any other member of the Board of Directors.

Appears in 2 contracts

Samples: Operating Agreement (Medcath Corp), Operating Agreement (Medcath Corp)

AUTHORITY TO AMEND BY THE BOARD OF DIRECTORS. Except as otherwise provided by Section 11.2, this Agreement and the Articles of Organization of the Company may be amended by the Board of Directors, and any proposed amendment by members of the Board of Directors designated by LHMI shall not be unreasonably delayed or rejected by any other member of the Board of Directors: (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 and 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; and (f) Subject to the terms of Section 2.6, to extend the term of the Company.

Appears in 2 contracts

Samples: Operating Agreement (Medcath Corp), Operating Agreement (Medcath Corp)

AUTHORITY TO AMEND BY THE BOARD OF DIRECTORS. Except as otherwise provided by Notwithstanding Section 11.23.8 of this Agreement, this Agreement and the Articles of Organization of the Company may be amended by the Board of Directors, and any proposed amendment by members of the Board of Directors designated by LHMI shall not be unreasonably delayed may amend this Agreement or rejected by any other member the Certificate of Formation of the Board Company without the consent of Directorsthe Members for the following purposes only: (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 and 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; and (f) Subject to the terms of Section 2.6, to extend the term of the Company. Any proposed amendment by a member of the Board of Directors shall not be unreasonably delayed or rejected by any other member of the Board of Directors.

Appears in 2 contracts

Samples: Operating Agreement (Medcath Corp), Operating Agreement (Medcath Corp)

AUTHORITY TO AMEND BY THE BOARD OF DIRECTORS. 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 Board approval of Directors, and any proposed amendment by a majority of members of the Board of Directors designated appointed by LHMI shall the Investor Members, such approval not to be unreasonably delayed withheld or rejected by any other member of the Board of Directorsdelayed: (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 and any 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; and (f) Subject to the terms of Section 2.62.5, to extend the term of the Company.

Appears in 1 contract

Samples: Operating Agreement (Medcath Corp)

AUTHORITY TO AMEND BY THE BOARD OF DIRECTORS. Except Notwithstanding Section 3.7 of this Agreement and except as otherwise provided by in Section 11.2, the Board of Directors may amend this Agreement and or the Articles Article of Organization of the Company may be amended by without the Board of Directors, and any proposed amendment by members consent of the Board of Directors designated by LHMI shall not be unreasonably delayed or rejected by any other member of Required Members for the Board of Directorsfollowing purposes only: (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 and 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; and (f) Subject to the terms of Section 2.6, to extend the term of the Company. Any amendment proposed by a member of the Board of Directors shall not be unreasonably delayed or rejected by any other member of the Board of Directors.

Appears in 1 contract

Samples: Operating Agreement (Medcath Corp)

AUTHORITY TO AMEND BY THE BOARD OF DIRECTORS. Except as otherwise provided by Notwithstanding Section 11.23.8 of this Agreement, the Board of Directors may amend this Agreement and or the Articles of Organization of the Company may be amended by without the Board of Directors, and any proposed amendment by members consent of the Board of Directors designated by LHMI shall not be unreasonably delayed or rejected by any other member of Required Members for the Board of Directorsfollowing purposes only: (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 and any amendment under this subsection (d) shall be effective as of the date of this Agreement;; and (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; and (f) Subject to Cath Labs or the terms of Section 2.6, to extend the term Facility. Any proposed amendment by a member of the CompanyBoard of Directors consistent with the above requirements shall not be unreasonably delayed or rejected by any other member of the Board of Directors.

Appears in 1 contract

Samples: Operating Agreement (Medcath Corp)