Certain Amendment Requirements Sample Clauses

Certain Amendment Requirements. (a) Notwithstanding the provisions of Section 9.1 and Section 9.3, no provision of this Agreement that establishes a percentage of Outstanding Shares required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of reducing such voting percentage unless such amendment is approved by the affirmative vote of holders of Outstanding Shares whose aggregate Outstanding Shares constitute not less than the voting requirement sought to be reduced. (b) Notwithstanding the provisions of Section 9.1 and Section 9.3, but subject to Section 9.2, no amendment to this Agreement may: (i) enlarge the obligations of any Member without its consent, unless such shall be deemed to have occurred as a result of an amendment approved pursuant to Section 9.3(c); (ii) change Section 8.1(a); (iii) change the term of the Company; or, (iv) except as set forth in ‎Section 8.1(a), give any Person the right to dissolve the Company.
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Certain Amendment Requirements. Notwithstanding the provisions of Section 12.1, no amendment to this Agreement shall be made without the consent of the Economic Members holding of a majority of the Outstanding Interests, that: (a) decreases the percentage of Outstanding Interests required to take any action hereunder; (b) materially adversely affects the rights of any of the Economic Members (including adversely affecting the holders of any particular Series of Interests as compared to holders of other series of Interests); (c) modifies Section 11.1(a) or gives any Person the right to dissolve the Company; or (d) modifies the term of the Company.
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Certain Amendment Requirements. Notwithstanding the provisions of Section 12.1, (a) no amendment to this Agreement shall be made without the consent of the Members holding of a majority of all of the Outstanding Interests, that: (i) decreases the percentage of Outstanding Interests required to take any action hereunder; (ii) materially adversely affects the rights of all of the Members; (iii) modifies Section 11.1(a) or gives any Person the right to dissolve the Company; or (iv) modifies the term of the Company. (b) no amendment to this Agreement shall be made without the consent of the Members holding of a majority of the Outstanding Interests of a particular Series, that: (i) materially adversely affects the rights of any of the holders of Interests of that particular Series as compared to holders of Interests of other Series);
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Certain Amendment Requirements. (a) Notwithstanding the provisions of Section 12.01 and except as set forth in Section 12.02(b), no amendment to this Agreement shall be made without the consent of the Economic Members holding of a majority of the outstanding Shares of all Series voting as a single class, that: (i) decreases the percentage of outstanding Shares required to take any action hereunder; (ii) materially adversely affects the rights of any of the Economic Members (including adversely affecting the holders of any particular Series of Shares as compared to holders of other series of Shares); (iii) modifies Section 11.01(a) or gives any Person the right to dissolve the Company; or (iv) modifies the term of the Company. (b) Notwithstanding the provisions of Section 12.01 and unless otherwise indicated in a Series Designation, any amendment to a Series Designation that materially adversely affects the rights of any of the Economic Members such Series shall only require the consent of the Managing Member and of the Economic Members holding of a majority of the outstanding Shares of such Series.
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Certain Amendment Requirements a) Notwithstanding the provisions of Section 9 .1 of this OPERATING AGREEMENT and Section 9 .3 of this OPERATING AGREEMENT, no provision of this OPERATING AGREEMENT that establishes a percentage of Outstanding Shares required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of reducing such voting percentage unless such amendment is approved by the affirmative vote of holders of Outstanding Shares whose aggregate Outstanding Shares constitute not less than the voting requirement sought to be reduced. b) Notwithstanding the provisions of Section 9.1 of this OPERATING AGREEMENT and Section 9.3 of this OPERATING AGREEMENT, but subject to Section 9.2 of this OPERATING AGREEMENT, no amendment to this OPERATING AGREEMENT may: 1) enlarge the obligations of any Shareholder without his/her/its consent, unless such shall be deemed to have occurred as a result of an amendment approved pursuant to Section 9.3(c) of this OPERATING AGREEMENT; 2) change to Section 8.1(a) of this OPERATING AGREEMENT; 3) change the term of the COMPANY; or, 4) except as set forth in Section 8.1(a) of this OPERATING AGREEMENT, give any person the right to dissolve the COMPANY.
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Certain Amendment Requirements. Notwithstanding the provisions of Section 12.1, no amendment to this Agreement shall be made without the consent of the Economic Members holding of a majority of the Outstanding Interests, that: (a) decreases the percentage of Outstanding Interests required to take any action hereunder; (b) materially adversely affects the rights of any of the Economic Members (including adversely affecting the holders of any particular Series of Interests as compared to holders of other series of Interests);
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Certain Amendment Requirements. (a) Notwithstanding the provisions of Sections 9.1 and 9.3, no provision of this Agreement that establishes a percentage of Outstanding Shares required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of reducing such voting percentage unless such amendment is approved by the affirmative vote of holders of Outstanding Shares whose aggregate Outstanding Shares constitute not less than the voting requirement sought to be reduced. (b) Notwithstanding the provisions of Section 9.1 and Section 9.3, but subject to Section 9.2, no amendment to this Agreement may (i) enlarge the obligations of any Member without its consent, unless such shall be deemed to have occurred as a result of an amendment approved pursuant to Section 9.3(c), (ii) change Section 8.1(a), (iii) change the term of the Company or, (iv) except as set forth in Section 8.1(a), give any Person the right to dissolve the Company. (c) Except as provided in Section 10.3, and subject to Section 3.4(a) and the terms of any Series Designation or Share Designation, and without limitation of the Board of Directors’ authority to adopt amendments to this Agreement without the approval of any Members as contemplated in Section 9.1, notwithstanding the provisions of Section 9.1, any amendment that would have a material adverse effect on the rights or preferences of any class or series of Shares of a Series in relation to other classes or series of Shares of such Series must be approved by the holders of a majority of the Outstanding Shares of the class or series affected.
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Certain Amendment Requirements. Notwithstanding the provisions of Section 12.1, (a) no amendment to this Agreement shall be made without the consent of the Members holding a majority of all of the Outstanding Interests that: decreases the percentage of Outstanding Interests required to take any action hereunder; materially adversely affects the rights of all of the Members; modifies Section 11.1(a) or gives any Person the right to dissolve the Company; or modifies the term of the Company. (b) no amendment to this Agreement shall be made without the consent of the Members holding a majority of the Outstanding Interests of a particular Series that materially adversely affects the rights of any of the holders of Interests of that particular Series as compared to holders of Interests of other Series.
Sample 1
Certain Amendment Requirements. (a) Notwithstanding the provisions of Section 13.1, no provision of this Agreement that establishes a percentage of Outstanding Units or Unit Class required to take any action, including Section 4.7, shall be amended, altered, changed, repealed, or rescinded in any respect that would have the effect of reducing such voting percentage unless such amendment is approved by the affirmative vote of at least such percentage of Outstanding Units entitled to vote thereon. (b) Notwithstanding the provisions of Section 13.1, no amendment to this Agreement may (i) enlarge the obligations of any Member or Series Member without his/her/its consent, unless such shall be deemed to have occurred as a result of an amendment approved pursuant to Section 13.1(c) or (ii) change Section 12.1(a), the term of the Company, or except as set forth in Section 12.1(a), give any Person the right to dissolve the Company, unless such amendment is approved by Majority Approval. (c) Subject to Section 4.3(a), and without limitation of the Manager's authority to adopt amendments to this Agreement without the approval of any Member(S) or Series Members as generally contemplated in Section 13.1, any amendment that would have a material adverse effect on the rights or preferences of any Unit Class or Series Members of a Series in relation to other Unit Classes or Series Members of a Series must be approved by Majority Approval of such Series.
Sample 1

Related to Certain Amendment Requirements

  • Amendment Requirements (a) Notwithstanding the provisions of Sections 13.1 and 13.2, no provision of this Agreement that establishes a percentage of Outstanding Units (including Units deemed owned by the General Partner) required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of reducing such voting percentage unless such amendment is approved by the written consent or the affirmative vote of holders of Outstanding Units whose aggregate Outstanding Units constitute not less than the voting requirement sought to be reduced. (b) Notwithstanding the provisions of Sections 13.1 and 13.2, no amendment to this Agreement may (i) enlarge the obligations of any Limited Partner without its consent, unless such shall be deemed to have occurred as a result of an amendment approved pursuant to Section 13.3(c), (ii) enlarge the obligations of, restrict in any way any action by or rights of, or reduce in any way the amounts distributable, reimbursable or otherwise payable to, the General Partner or any of its Affiliates without its consent, which consent may be given or withheld in its sole discretion, (iii) change Section 12.1(b), or (iv) change the term of the Partnership or, except as set forth in Section 12.1(b), give any Person the right to dissolve the Partnership. (c) Except as provided in Section 14.3, and without limitation of the General Partner’s authority to adopt amendments to this Agreement without the approval of any Partners or Assignees as contemplated in Section 13.1, any amendment that would have a material adverse effect on the rights or preferences of any class of Partnership Interests in relation to other classes of Partnership Interests must be approved by the holders of not less than a majority of the Outstanding Partnership Interests of the class affected. (d) Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 13.1 and except as otherwise provided by Section 14.3(b), no amendments shall become effective without the approval of the holders of at least 90% of the Outstanding Units voting as a single class unless the Partnership obtains an Opinion of Counsel to the effect that such amendment will not affect the limited liability of any Limited Partner under applicable law. (e) Except as provided in Section 13.1, this Section 13.3 shall only be amended with the approval of the holders of at least 90% of the Outstanding Units.

  • Authorization of Agreement, Etc The Borrower has the right and power, and has taken all necessary action to authorize it, to borrow and obtain other extensions of credit hereunder. The Borrower and each other Loan Party has the right and power, and has taken all necessary action to authorize it, to execute, deliver and perform each of the Loan Documents to which it is a party in accordance with their respective terms and to consummate the transactions contemplated hereby and thereby. The Loan Documents to which the Borrower or any other Loan Party is a party have been duly executed and delivered by the duly authorized officers of such Person and each is a legal, valid and binding obligation of such Person enforceable against such Person in accordance with its respective terms except as the same may be limited by bankruptcy, insolvency, and other similar laws affecting the rights of creditors generally and the availability of equitable remedies for the enforcement of certain obligations (other than the payment of principal) contained herein or therein may be limited by equitable principles generally.