Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with: (i) the approval of the Board (including the vote of a majority of the Independent Directors, if required by the 0000 Xxx) without the Members approval; and (ii) if required by the 1940 Act, the approval of the Members by such vote as is required by the 0000 Xxx.
(b) Any amendment that would:
(i) increase the obligation of a Member to make any contribution to the capital of the Company;
(ii) reduce the Capital Account of a Member other than in accordance with Article V; or
(iii) modify the events causing the dissolution of the Company; may be made only if (i) the written consent of each Member adversely affected thereby is obtained prior to the effectiveness thereof or (ii) such amendment does not become effective until (A) each Member has received written notice of such amendment and (B) any Member objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the Board) to tender its entire Interest for repurchase by the Company.
(c) The power of the Board to amend this Agreement at any time without the consent of the other Members as set forth in paragraph (a) of this Section 8.1 shall specifically include the power to:
(i) restate this Agreement together with any amendments hereto that have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document;
(ii) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b) hereof) to effect compliance with any applicable law or regulation or to cure any ambiguity or to correct or supplement any provision hereof that may be inconsistent with any other provision hereof; and
(iii) amend this Agreement to make such changes as may be necessary or advisable to ensure that the Company will not be treated as an association or a publicly traded partnership taxable as a corporation as defined in Section 7704(b) of the Code for U.S. federal income tax purposes.
(d) The Board shall cause written notice to be given of any amendment to this Agreement to each Member, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member upon request.
Amendment of Limited Liability Company Agreement. Amend its limited liability company agreement unless, prior to such amendment, each Rating Agency confirms that after such amendment the Rating Agency Condition will be met and each Applicable Series Enhancer consents thereto;
Amendment of Limited Liability Company Agreement. Except as otherwise provided in this Section 9.1, this Agreement may be amended, in whole or in part, with: (i) the approval of the Board of Directors (including the vote of a majority of the Independent Directors, if required by the 1940 Act) and (ii) if xxxxxxxd by the 1940 Act, the approval of the Members by such vote as is required by the 1940 Act.
Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with the approval of (i) the Board (including the vote of a majority of the Independent Directors, if required by the 1940 Act); and (ii) if required by the 1940 Act, the approval of the Shareholders by such vote as is required by the 1940 Act. The Board shall give written notice of any proposed amendment to this Agreement (other than any amendment that is ministerial in nature, is reasonably necessary to effect compliance with any applicable law or regulation or to cure any ambiguity, or is reasonably necessary to correct or supplement any provision hereof which may be inconsistent with any other provision hereof) to each Shareholder, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text thereof will be furnished to any Shareholder upon request.
Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with the approval of (i) the Board of Directors or (ii) a majority of the outstanding Units of the Company.
(b) Any amendment that would:
(1) increase the obligation of a Member to make any contribution to the capital of the Company;
(2) reduce the Capital Account of a Member other than in accordance with Article V; or
(3) modify the events causing the dissolution of the Company; may be made only if (i) the written consent of each Member adversely affected thereby is obtained prior to the effectiveness thereof or (ii) such amendment does not become effective until (A) each Member has received written notice of such amendment and (B) any Member objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the Board of Directors) to tender its Units for repurchase by the Company.
(c) The Board of Directors shall cause written notice to be given of any amendment to this Agreement to each Member, which notice shall set forth (i) the text of the amendment or (ii) a summary thereof and a statement that the text thereof will be furnished to any Member upon request.
Amendment of Limited Liability Company Agreement. Upon closing of the Redemption, the National Beef Packing Company, LLC Limited Liability Company Agreement dated August 6, 2003, as subsequently amended from time to time (the “LLC Agreement”), shall be amended by deleting the Fourth Amended Exhibit 3.1 thereto in its entirety and inserting in lieu thereof the Fifth Amended Exhibit 3.1 attached hereto as Exhibit B.
Amendment of Limited Liability Company Agreement. Any entity (i) into which the Transferor may be merged or consolidated, (ii) resulting from any merger or consolidation to which the Transferor shall be a party, (iii) succeeding to the business of the Transferor, or (iv) more than 50% of the voting interests of which is owned directly or indirectly by ALS, which entity in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Transferor under this Agreement, shall be the successor to the Transferor under this Agreement without the execution or filing of any document or any further act on the part of any of the parties to this Agreement; provided that the Transferor shall provide 10 days’ prior notice of any merger, consolidation or succession pursuant to this Section 7.03 to the Rating Agencies and obtain the prior written consent of the Control Party.
Amendment of Limited Liability Company Agreement. Pursuant to Section 17(6) of the Xxxxxxxx Islands Act, an agreement of merger or consolidation approved in accordance with Section 17(6) of the Xxxxxxxx Islands Act may (a) effect any amendment to this Agreement or (b) effect the adoption of a new limited liability company agreement for a limited liability company if it is the Surviving Business Entity. Any such amendment or adoption made pursuant to this Section 14.5 shall be effective at the effective time or date of the merger or consolidation.
Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with: (i) the approval of the Board (including the vote of a majority of the Independent Directors, if required by the 0000 Xxx) without the Members approval; and (ii) the approval of the Board and the Members if required by the 1940 Act or as stated below in Section 8.1(b).
(b) Any amendment that would:
(i) increase the obligation of a Member to make any contribution to the capital of the Portfolio;
(ii) reduce the Capital Account of a Member other than in accordance with Article V; or
(iii) modify the events causing the dissolution of the Portfolio; may be made only if (i) the written consent of each Member adversely affected thereby is obtained prior to the effectiveness thereof or (ii) such amendment does not become effective
Amendment of Limited Liability Company Agreement. (a) Except as otherwise provided in this Section 8.1, this Agreement shall be amended, in whole or in part, with the approval of a majority of the Board of Managers (including the vote of a majority of the Independent Managers, if required by the Investment Company Act), and, if required by the Investment Company Act, the approval of the Shareholders by such vote as is required by the Investment Company Act; provided that (i) no amendment shall adversely and disproportionately affect the rights or obligations of a Shareholder, including the rights or obligations of a Shareholder as compared to any other Shareholder of the same Class, in any material respect without the approval of affected Shareholders holding at least a majority of the total number of votes eligible to be cast by all affected Shareholders; (ii) no amendment shall adversely and disproportionately affect the rights or obligations of Shareholders of any particular Class as compared to the Shareholders of other Classes in any material respect without the approval of Shareholders of the affected Class holding at least a majority of the total number of votes eligible to be cast by all Shareholders of the affected Class; and (iii) no amendment shall, without the approval of Shareholders having Shares representing the required percentages of Shares specified in any provision of this Agreement required for any action or approval of Shareholders, amend such provision.
(b) Any amendment to this Agreement (including pursuant to a merger, consolidation, or division) that would:
(i) increase the obligation of a Shareholder to make any Capital Contribution; or
(ii) modify the events causing the dissolution of the Fund, may be made only if (x) the written consent of each Shareholder adversely affected thereby is obtained prior to the effectiveness thereof or (y) such amendment does not become effective until (A) each Shareholder has received written notice of such amendment (except an amendment contemplated in Section 8.1(c)(ii) hereof) and (B) any Shareholder objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the Board of Managers) to tender all his or her Shares for repurchase by the Fund and such repurchase has been consummated.
(c) Without limiting the generality of the foregoing, the power of the Board of Managers to amend this Agreement at any time without the consent of the Shareholders includes, but is not limited to, the po...
