Common use of Proposal of Amendments Clause in Contracts

Proposal of Amendments. Except as otherwise specified in this Agreement, any amendment to this Agreement may be proposed by any Manager, by the Investment Adviser or by Members who, in aggregate, own not less than 10% of the Units owned by all such Members. The Person or Persons proposing such amendment shall submit to the Board of Managers: (i) the text of such amendment; (ii) a statement of the purpose of such amendment; and (iii) in the case of an amendment so proposed by the Members (other than an Investment Adviser), an opinion of counsel reasonably acceptable to the Managers obtained by the Members proposing such amendment to the effect that such amendment is permitted by the Investment Company Act, the Act and the laws of any other jurisdiction where the Company is qualified to do business, will not impair the limited liability of the Managers or Members, and will not adversely affect the classification of the Company as a partnership for federal and state income tax purposes. To the extent required by the Investment Company Act, the Board of Managers shall, within 40 days after receipt from Members of a proposal under clause (iii) of this Section 14.1 and the required opinion, give notification to all Members of such proposed amendment, of such statement of purpose, and of such opinion of counsel, together with the views, if any, of the Board of Managers and each Investment Adviser with respect to such proposed amendment. All amendments validly proposed by Members pursuant to clause (iii) of this Section 14.1 or proposed by Managers or the Investment Adviser but requiring the approval of Members shall be submitted to the Members for a vote no less than 10 days nor more than 90 days after the date of mailing of notice of the proposed amendment and will be adopted if approved (i) in the case of an amendment the adoption of which is recommended by the Board of Managers, an affirmative vote of a Majority in Interest of the Members, or (ii) in the case of an amendment the adoption of which has not been recommended by the Board of Managers, an affirmative vote of a Supermajority of Members, in each case subject to the approval of any greater number of Members as may be required by this Agreement or applicable law.

Appears in 3 contracts

Samples: Limited Liability Company Operating Agreement (Excelsior Venture Partners Iii LLC), Limited Liability Company Operating Agreement (Excelsior Venture Partners Iii LLC), Limited Liability Company Operating Agreement (Excelsior Venture Partners Iii LLC)

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Proposal of Amendments. Except as otherwise specified in this Agreement, any amendment to this Agreement may be proposed by any Manager, by the Investment Adviser Advisor or by Members who, in aggregate, own not less than 1051% of the Units Shares owned by all such Members. The Person or Persons proposing such amendment shall submit to the Board of Managers: (i) the text of such amendment; (ii) a statement of the purpose of such amendment; and (iii) in the case of an amendment so proposed by the Members (other than an Investment Adviserthe Advisory Member), an opinion of counsel reasonably acceptable to the Managers obtained by the Members proposing such amendment to the effect that such amendment is permitted by the Investment Company Act, the Act and the laws of any other jurisdiction where the Company is qualified to do business, will not impair the limited liability of the Managers or Members, and will not adversely affect the classification of the Company as a partnership for federal and state income tax purposes. To the extent required by the Investment Company Act, the Board of Managers shall, within 40 days after receipt from Members of a proposal under clause (iii) of this Section 14.1 and the required opinion, give notification to all Members of such proposed amendment, of such statement of purpose, and of such opinion of counsel, together with the views, if any, of the Board of Managers and each the Investment Adviser Advisor with respect to such proposed amendment. All amendments validly proposed by Members pursuant to clause (iii) of this Section 14.1 or proposed by Managers or the Investment Adviser Advisor but requiring the approval of Members shall be submitted to the Members for a vote no less than 10 days nor more than 90 days after the date of mailing of such notice of the proposed amendment and will be adopted if approved (i) in the case of an amendment the adoption of which is recommended by the Board of Managers, an affirmative vote of a Majority in Interest of the Members, or (ii) in the case of an amendment the adoption of which has not been recommended by the Board of Managers, an affirmative vote of a Supermajority of Members, in each case subject to the approval of any greater number of Members as may be required by this Agreement or applicable law.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Fortress Pinnacle Investment Fund LLC)

Proposal of Amendments. Except as otherwise specified in this Agreement, any amendment to this Agreement may be proposed by any Manager, by the Investment Adviser or by Members who, in aggregate, own not less than 10% of the Units owned by all such Members. The Person or Persons proposing such amendment shall submit to the Board of Managers: (i) the text of such amendment; (ii) a statement of the purpose of such amendment; and (iii) in the case of an amendment so proposed by the Members (other than an Investment Adviser)Members, an opinion of counsel reasonably acceptable to the Managers obtained by the Members proposing such amendment to the effect that such amendment is permitted by the Investment Company Act, the Act and the laws of any other jurisdiction where the Company is qualified to do business, will not impair the limited liability of the Managers or Members, and will not adversely affect the classification of the Company as a partnership for federal and state income tax purposes. To the extent required by the Investment Company Act, the Board of Managers shall, within 40 days after receipt from Members of a proposal under clause (iii) of this Section 14.1 and the required opinion, give notification to all Members of such proposed amendment, of such statement of purpose, and of such opinion of counsel, together with the views, if any, of the Board of Managers and each the Investment Adviser with respect to such proposed amendment. All amendments validly proposed by Members pursuant to clause (iii) of this Section 14.1 or proposed by Managers or the Investment Adviser but requiring the approval of Members shall be submitted to the Members for a vote no less than 10 days nor more than 90 days after the date of mailing of notice of the proposed amendment and will be adopted if approved (i) in the case of an amendment the adoption of which is recommended by the Board of Managers, an affirmative vote of a Majority in Interest of the Members, or (ii) in the case of an amendment the adoption of which has not been recommended by the Board of Managers, an affirmative vote of a Supermajority of Members, in each case subject to the approval of any greater number of Members as may be required by this Agreement or applicable law.

Appears in 1 contract

Samples: Limited Liability Company Operating Agreement (Excelsior Venture Partners Fund Iii LLC)

Proposal of Amendments. Except as otherwise specified in this Agreement, any amendment to this Agreement may be proposed by any Managerthe General Partner, by the Investment Adviser any Director or by Members Limited Partners who, in aggregate, own not less more than 1050% of the Units Shares owned by all such MembersPartners. The Person or Persons proposing such amendment shall submit to the Board of ManagersDirectors: (i) the text of such amendment; (ii) a statement of the purpose of such amendment; and (iii) in the case of an amendment so proposed by the Members (other than an Investment Adviser)Limited Partners, an opinion of counsel reasonably acceptable to the Managers Directors obtained by the Members Limited Partners proposing such amendment to the effect that such amendment is permitted by the Investment Company Act, the Act and the laws of any other jurisdiction where the Company Partnership is qualified to do business, will not impair the limited liability of the Managers Directors or MembersLimited Partners, and will not adversely affect the classification of the Company Partnership as a partnership for federal and state income tax purposes. To the extent required by the Investment Company Act, the Board of Managers Directors shall, within 40 days after receipt from Members Limited Partners of a proposal under clause (iii) of this Section 14.1 and the required opinion, give notification to all Members Partners of such proposed amendment, of such statement of purpose, and of such opinion of counsel, together with the views, if any, of the Board of Managers Directors and each Investment Adviser the General Partner with respect to such proposed amendment. All amendments validly proposed by Members Limited Partners pursuant to clause (iii) of this Section 14.1 or proposed by Managers Directors or the Investment Adviser General Partner but requiring the approval of Members the Partners shall be submitted to the Members Partners for a vote no less than 10 ten (10) days nor more than 90 ninety (90) days after the date of mailing of such notice of the proposed amendment and will be adopted if approved (i) in the case of an amendment the adoption of which is recommended by the Board of Managers, an affirmative vote of a Majority in Interest of the MembersPartners, or (ii) in the case of an amendment the adoption of which has not been recommended by the Board of Managers, an affirmative vote of a Supermajority of Members, in each case subject to the approval of any greater number of Members Partners as may be required by this Agreement or applicable law.

Appears in 1 contract

Samples: Limited Partnership Agreement (RIC Coinvestment Fund LP)

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Proposal of Amendments. Except as otherwise specified in this Agreement, any amendment to this Agreement may be proposed by any Manager, by the Investment Adviser Advisor or by Members who, in aggregate, own not less than 1051% of the Units Shares owned by all such Members. The Person or Persons proposing such amendment shall submit to the Board of Managers: (i) the text of such amendment; (ii) a statement of the purpose of such amendment; and (iii) in the case of an amendment so proposed by the Members (other than an Investment Adviserthe Advisory Member), an opinion of counsel reasonably acceptable to the Managers obtained by the Members proposing such amendment to the effect that such amendment is permitted by the Investment Company Act, the Act and the laws of any other jurisdiction where the Company is qualified to do business, will not impair the limited liability of the Managers or Members, and will not adversely affect the classification of the Company as a partnership for federal and state income tax purposes. To the extent required by the Investment Company Act, the Board of Managers shall, within 40 days after receipt from Members of a proposal under clause (iii) of this Section 14.1 and the required opinion, give notification to all Members of such proposed amendment, of such statement of purpose, and of such opinion of counsel, together with the views, if any, of the Board of Managers and each the Investment Adviser Advisor with respect to such proposed amendment. All amendments validly proposed by Members pursuant to clause (iii) of this Section 14.1 or proposed by Managers or the Investment Adviser Advisor but requiring the approval of Members shall be submitted to the Members for a vote no less than 10 days nor more than 90 days after the date of mailing of such notice of the proposed amendment and will be adopted if approved (i) in the case of an amendment the adoption of which is recommended by the Board of Managers, an affirmative vote of a Majority in Interest of the Members, or (ii) in the case of an amendment the adoption of which has not been recommended by the Board of Managers, an affirmative vote of a Supermajority of Members, in each case subject to the approval of any greater number of Members as may be required by this Agreement or applicable law.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Fortress Brookdale Investment Fund LLC)

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