Common use of Amendment Procedures Clause in Contracts

Amendment Procedures. Amendments to this Agreement may be proposed only by the Board of Directors. To the fullest extent permitted by law, the Board of Directors shall have no duty or obligation to propose or approve any amendment to this Agreement and may decline to do so in its sole and absolute discretion, free of any duty or obligation whatsoever to the Company or any Member and, in declining to propose or approve an amendment, to the fullest extent permitted by law, shall not have any fiduciary duty and shall not be required to act in good faith or pursuant to any other standard imposed by this Agreement, any other agreement contemplated hereby or under the Delaware Act or any other law, rule or regulation or in equity. A proposed amendment shall be effective upon its approval by the Board of Directors and, except as otherwise provided in Sections 12.1 or 12.3, the affirmative vote of the holders of at least a majority of the voting power of the Outstanding Voting Shares, unless a greater or different percentage of Outstanding Voting Shares is required under this Agreement or by Delaware law. Each proposed amendment that requires the affirmative vote of the holders of a specified percentage of the voting power of the Outstanding Voting Shares shall be set forth in a writing that contains the text of the proposed amendment. If such an amendment is proposed, the Board of Directors shall seek the written approval of the requisite percentage of the voting power of the Outstanding Voting Shares or call a meeting of the Members to consider and vote on such proposed amendment. The Board of Directors shall notify all Record Holders upon final adoption of any such proposed amendments. The Board of Directors shall be deemed to have notified all Record Holders as required by this Section 12.2 if it has either (a) filed such amendment with the Commission via its Electronic Data Gathering, Analysis and Retrieval system (or any successor system) and such amendment is publicly available on such system or (b) made such amendment available on any publicly available website maintained by or on behalf of the Company.

Amendment Procedures. Except as provided in Sections 13.1 and 13.3, all amendments to this Agreement shall be made in accordance with the following requirements. Amendments to this Agreement may be proposed only by by, or with the written consent of, the Board of Directors. To ; provided, however, without limiting the fullest extent permitted by lawgenerality of Section 2.4, that the Board of Directors shall have no duty or obligation to propose or approve any amendment to this Agreement and may decline to do so in its sole and absolute discretion, free of any fiduciary duty or obligation whatsoever to the Company or any Member Member, any Record Holder or any other Person and, in declining to propose or approve an amendment, to the fullest extent permitted by law, shall not have any fiduciary duty and applicable law shall not be required to act in good faith or in the best interests of the Company or any Member, any Record Holder or any other Person or pursuant to any other standard imposed by this Agreement (including pursuant to Section 7.17(b)), any Group Member Agreement, any other agreement contemplated hereby or under the Delaware ▇▇▇▇▇▇▇▇ Islands Act or any other law, rule or regulation or in equityregulation. A proposed amendment shall be effective upon its approval by the Board of Directors and, except as otherwise provided in Sections 12.1 or 12.3Directors, the affirmative vote of Transocean Member and the holders of at least a majority of the voting power of the Outstanding Voting SharesUnit Majority, unless a greater or different percentage of Outstanding Voting Shares is required under this Agreement or by Delaware lawthe ▇▇▇▇▇▇▇▇ Islands Act. Each proposed amendment that requires the affirmative vote approval of the holders of a specified percentage of the voting power of the Outstanding Voting Shares Units shall be set forth in a writing that contains the text of the proposed amendment. If such an amendment is proposed, the Board of Directors shall seek the written approval of the requisite percentage of the voting power of the Outstanding Voting Shares Units or call a meeting of the Members Unitholders to consider and vote on such proposed amendment. The Board of Directors shall notify all Record Holders upon final adoption of any such proposed amendments. The Board of Directors shall be deemed to have notified all Record Holders as required by this Section 12.2 hereby if it has either (ai) filed such amendment with the Commission via its Electronic Data Gathering, Analysis and Retrieval system (or any successor system) and such amendment is publicly available on such system or (bii) made such amendment available on any publicly available website maintained by or on behalf of the Company.

Amendment Procedures. (a) Except as provided in Sections 13.1 and 13.3, all amendments to this Agreement shall be made in accordance with the following requirements. Amendments to this Agreement may be proposed only by or with the Board consent of Directors. To the fullest extent permitted by law, the Board of Directors shall have no duty General Partner which consent may be given or obligation to propose or approve any amendment to this Agreement and may decline to do so withheld in its sole and absolute discretion, free of any duty or obligation whatsoever to the Company or any Member and, in declining to propose or approve an amendment, to the fullest extent permitted by law, shall not have any fiduciary duty and shall not be required to act in good faith or pursuant to any other standard imposed by this Agreement, any other agreement contemplated hereby or under the Delaware Act or any other law, rule or regulation or in equity. A proposed amendment shall be effective upon its approval by the Board of Directors and, except as otherwise provided in Sections 12.1 or 12.3, the affirmative vote of the holders of at least a majority of the voting power of the Outstanding Voting SharesUnit Majority, unless a greater or different percentage of Outstanding Voting Shares is required under this Agreement or by Delaware law. Each proposed amendment that requires the affirmative vote approval of the holders of a specified percentage of the voting power of the Outstanding Voting Shares Units shall be set forth in a writing that contains the text of the proposed amendment. If such an amendment is proposed, the Board of Directors General Partner shall seek the written approval of the requisite percentage of the voting power of the Outstanding Voting Shares Units or call a meeting of the Members Unitholders to consider and vote on such proposed amendment. The Board of Directors General Partner shall notify all Record Holders upon final adoption of any such proposed amendments. The Board of Directors shall be deemed to have notified all Record Holders as required by this Section 12.2 if it has either (a) filed such amendment with the Commission via its Electronic Data Gathering, Analysis and Retrieval system (or any successor system) and such amendment is publicly available on such system or . (b) made such amendment available on any publicly available website maintained by Notwithstanding the other provisions hereof, two or on behalf more Partners (the “Agreeing Partners”) may with the consent of the CompanyGeneral Partner, which consent may be granted or withheld in the sole discretion of the General Partner, enter into an agreement (a “Distribution Sharing Agreement”) so as to provide for the division between the Agreeing Partners of amounts that would otherwise be distributed pursuant to the provisions hereof in respect of Units (the “Identified Units”) that are held by them, provided that the General Partner determines, in its discretion, that such Distribution Sharing Agreement will not adversely affect the Limited Partners (including any particular class of Partnership Interests as compared to other classes of Partnership Interests) in any material respect. The General Partner may condition any consent upon an agreement as to the manner in which the items of income, gain, loss, deduction and credit of the Partnership that would be allocated to the holders of the Identified Units will be divided among the Agreeing Partners and upon other matters. Any such Distribution Sharing Agreement will be treated as a part of this Agreement as though it were set out herein verbatim but it shall not affect the ability of the Partners to change the rights of the holders of the Identified Units to distributions pursuant to the provisions hereof determined without regard to the Distribution Sharing Agreement. Any such Distribution Sharing Agreement may be amended from time to time by the parties thereto to release the provisions thereof after which distributions shall be made to the holders of the Identified Units as is provided herein.

Amendment Procedures. Amendments to this Agreement may be proposed only by the Board of Directors, or by the Class B Directors in connection with a transaction under Section 7.1(d). To the fullest extent permitted by law, the Board of Directors (including the Class B Directors or any committee of the Board of Directors, in each case, where applicable) shall have no duty or obligation to propose or approve any amendment to this Agreement and may decline to do so in its sole and absolute discretion, free of any duty or obligation whatsoever to the Company or any Member and, in declining to propose or approve an amendment, to the fullest extent permitted by law, shall not have any fiduciary duty and shall not be required to act in good faith or pursuant to any other standard imposed by this Agreement, any other agreement contemplated hereby or under the Delaware Act or any other law, rule or regulation or in at equity. A proposed amendment (whether by merger, consolidation or otherwise) shall be effective upon its approval by the Board of Directors andor the Class B Directors, except as otherwise provided in Sections 12.1 or 12.3applicable (provided, that a Permitted Exit Amendment shall not become effective unless and until the affirmative vote conditions to effectiveness of such Permitted Exit Amendment set forth therein are satisfied) and the holders of at least a majority of the voting power of the Outstanding Voting Shares, unless a greater or different percentage of Outstanding Voting Shares or the approval of the holder of the Series A Preferred Share is required under this Agreement or by Delaware law. Each proposed amendment that requires the affirmative vote approval of the holders of a specified percentage of the voting power of the Outstanding Voting Shares shall be set forth in a writing that contains the text of the proposed amendment. If such an amendment is proposed, the Board of Directors shall seek the written approval of the requisite percentage of the voting power of the Outstanding Voting Shares or call a meeting of the Members Shareholders to consider and vote on such proposed amendment. The Board of Directors shall notify all Record Holders upon final adoption of any such proposed amendments. The Board of Directors shall be deemed to have notified all Record Holders as required by this Section 12.2 12.1 if it has either (ai) filed such amendment with on the Commission via its Electronic Data Gathering, Analysis and Retrieval system (or any successor system) Commission’s website and such amendment is publicly available on such system website or (bii) made such amendment available on any publicly available website maintained by or on behalf of the Company. Each holder of Company Securities agrees that, notwithstanding anything in this Agreement to the contrary other than Section 12.2(b) and Section 12.2(d), (i) prior to the Fallaway Date the Board of Directors (with the approval of a majority of the Class B Directors), without the approval of any holder of Company Securities, may amend any provision of this Agreement and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect a change that the Board of Directors (including a majority of the Class B Directors) determines does not adversely affect the holders of Company Securities considered as a whole or any particular class of Company Securities as compared to other classes of Company Securities in any material respect and (ii) the Board of Directors, acting unanimously and without the approval of any holder of Company Securities, may amend Section 7.1(e) in order to meet the applicable listing requirements of any National Securities Exchange.

Amendment Procedures. (a) Amendments to this Agreement may be proposed only by the Board of DirectorsBoard. To the fullest extent permitted by lawLaw, the Board (including any committee of Directors the Board, as applicable) shall have no duty or obligation to propose or approve any amendment to this Agreement and may decline to do so in its sole and absolute discretion, free of any duty or obligation whatsoever to the Company or any Member Member, and, in declining to propose or approve an amendment, to the fullest extent permitted by lawLaw, shall not have any fiduciary duty and shall not be required to act in good faith or pursuant to any other standard imposed by this Agreement, any other agreement contemplated hereby or under the Delaware Act or any other law, rule Law or regulation or in at equity. A proposed amendment (whether by merger, consolidation or otherwise) shall be effective upon its approval by the Board of Directors and, except as otherwise provided in Sections 12.1 or 12.3, the affirmative vote Consent and any required consent of the holders of at least a majority of the voting power of the Outstanding Voting Shares, unless a greater or different percentage of Outstanding Voting Shares is required under this Agreement or by Delaware law. Each proposed amendment that requires the affirmative vote of the holders of a specified percentage of the voting power of the Outstanding Voting Shares shall be set forth in a writing that contains the text of the proposed amendment. If such an amendment is proposed, the Board of Directors shall seek the written approval of the requisite percentage of the voting power of the Outstanding Voting Shares or call a meeting of the Members to consider and vote on such proposed amendmentMembers. The Board of Directors shall notify all Record Holders upon final adoption of any such proposed amendments. The , and the Board of Directors shall be deemed to have notified all Record Holders as required by this Section 12.2 12.1 if it has either (ai) filed such amendment with on the website of the Commission via its Electronic Data Gatheringor OTC, Analysis and Retrieval system (or any successor system) as applicable, and such amendment is publicly available on such system website or (bii) made such amendment available on any publicly available website maintained by or on behalf of the Company. Each holder of Units agrees that, notwithstanding anything in this Agreement to the contrary other than Section 12.1(b) and Section 12.1 (d), the Board, without the approval of any holder of Units, may amend any provision of this Agreement and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect a change that the Board determines does not adversely affect the holders of Units considered as a whole or any particular class of Units as compared to other classes of Units in any material respect. (b) Notwithstanding the provisions of Section 12.1(a), no (i) amendment to this Agreement or (ii) merger, consolidation or conversion pursuant to Article XIII may (x) increase the obligations of any Member without such Member’s consent or (y) disproportionately and adversely affect the rights of any Member in relation to other Members of the same series or class of Units, in each case unless such amendment shall be deemed to have occurred as a result of an amendment approved pursuant to Section 12.1(c). (c) Any (i) amendment to this Agreement or (ii) merger, consolidation or conversion pursuant to Article XIII that would have a material adverse effect on the rights or preferences of any series or class of Units in relation to other series or classes of Units as set forth in this Agreement must be approved by Members who are Record Holders of not less than a majority of the then-outstanding Units of the series or class affected. (d) Notwithstanding any other provision of this Agreement, if the Board determines that any amendment will affect the limited liability of any Member under applicable Law of the state under whose Laws the Company is organized (it being understood that the Board may rely on any Opinion of Counsel in making such determination, but no such Opinion of Counsel shall be required), no such amendment shall become effective without the approval of Members who are Record Holders of at least 90% of the then-outstanding Units of the series or class affected. (e) This Section 12.1 shall be amended solely by the approval of Members who are Record Holders of at least 90% of (i) prior to the Series A Redemption Date, the Series A Preferred Units; (ii) from the Series A Redemption Date until the Series B Redemption Date, the Series B Preferred Units and Series C Common Units, voting together as if a single class; and (iii) from and after the Series B Redemption Date, the Series C Common Units.

Amendment Procedures. (a) Amendments to this Agreement may be proposed only by the Board of DirectorsBoard. To the fullest extent permitted by lawLaw, the Board (including any committee of Directors the Board, as applicable) shall have no duty or obligation to propose or approve any amendment to this Agreement and may decline to do so in its sole and absolute discretion, free of any duty or obligation whatsoever to the Company or any Member Member, and, in declining to propose or approve an amendment, to the fullest extent permitted by lawLaw, shall not have any fiduciary duty and shall not be required to act in good faith or pursuant to any other standard imposed by this Agreement, any other agreement contemplated hereby or under the Delaware Act or any other law, rule Law or regulation or in at equity. A proposed amendment (whether by merger, consolidation or otherwise) shall be effective upon its approval by the Board of Directors and, except as otherwise provided in Sections 12.1 or 12.3, the affirmative vote Consent and any required consent of the holders of at least a majority of the voting power of the Outstanding Voting Shares, unless a greater or different percentage of Outstanding Voting Shares is required under this Agreement or by Delaware law. Each proposed amendment that requires the affirmative vote of the holders of a specified percentage of the voting power of the Outstanding Voting Shares shall be set forth in a writing that contains the text of the proposed amendment. If such an amendment is proposed, the Board of Directors shall seek the written approval of the requisite percentage of the voting power of the Outstanding Voting Shares or call a meeting of the Members to consider and vote on such proposed amendmentMembers. The Board of Directors shall notify all Record Holders upon final adoption of any such proposed amendments. The , and the Board of Directors shall be deemed to have notified all Record Holders as required by this Section 12.2 12.1 if it has either (ai) filed such amendment with on the website of the Commission via its Electronic Data Gatheringor OTC, Analysis and Retrieval system (or any successor system) as applicable, and such amendment is publicly available on such system website or (bii) made such amendment available on any publicly available website maintained by or on behalf of the Company. Each holder of Units agrees that, notwithstanding anything in this Agreement to the contrary other than Section 12.1(b) and Section 12.1(d), the Board, without the approval of any holder of Units, may amend any provision of this Agreement and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect a change that the Board determines does not adversely affect the holders of Units considered as a whole or any particular class of Units as compared to other classes of Units in any material respect. (b) Notwithstanding the provisions of Section 12.1(a), no (i) amendment to this Agreement or (ii) merger, consolidation or conversion pursuant to Article XIII may (x) increase the obligations of any Member without such Member’s consent or (y) disproportionately and adversely affect the rights of any Member in relation to other Members of the same series or class of Units, in each case unless such amendment shall be deemed to have occurred as a result of an amendment approved pursuant to Section 12.1(c). (c) Any (i) amendment to this Agreement or (ii) merger, consolidation or conversion pursuant to Article XIII that would have a material adverse effect on the rights or preferences of any series or class of Units in relation to other series or classes of Units as set forth in this Agreement must be approved by Members who are Record Holders of not less than a majority of the then-outstanding Units of the series or class affected. (d) Notwithstanding any other provision of this Agreement, if the Board determines that any amendment will affect the limited liability of any Member under applicable Law of the state under whose Laws the Company is organized (it being understood that the Board may rely on any Opinion of Counsel in making such determination, but no such Opinion of Counsel shall be required), no such amendment shall become effective without the approval of Members who are Record Holders of at least 90% of the then-outstanding Units of the series or class affected. (e) This Section 12.1 shall be amended solely by the approval of Members who are Record Holders of at least 90% of (i) prior to the Series A Redemption Date, the Series A Preferred Units; (ii) from the Series A Redemption Date until the Series B Redemption Date, the Series B Preferred Units and Series C Common Units, voting together as if a single class; and (iii) from and after the Series B Redemption Date, the Series C Common Units.

Amendment Procedures. Except as provided in Sections 13.1 and 13.3, all amendments to this Agreement shall be made in accordance with the following requirements. Amendments to this Agreement may be proposed only by by, or with the written consent of, the Board of Directors. To the fullest extent permitted by law; provided, however, that the Board of Directors shall have no duty or obligation to propose or approve any amendment to this Agreement and may decline to do so in its sole and absolute discretion, free of any fiduciary duty or obligation whatsoever to the Company or any Member Member, any Record Holder or any other Person and, in declining to propose or approve an amendment, to the fullest extent permitted by law, shall not have any fiduciary duty and applicable law shall not be required to act in good faith or in the best interests of the Company or any Member, any Record Holder or any other Person or pursuant to any other standard imposed by this Agreement, any Group Member Agreement, any other agreement contemplated hereby or under the Delaware ▇▇▇▇▇▇▇▇ Islands Act or any other law, rule or regulation or in equityregulation. A proposed amendment shall be effective upon its approval by the Board of Directors and, except as otherwise provided in Sections 12.1 or 12.3, the affirmative vote of and the holders of at least a majority of the voting power of the Outstanding Voting SharesUnit Majority, unless a greater or different percentage of Outstanding Voting Shares is required under this Agreement or by Delaware lawthe ▇▇▇▇▇▇▇▇ Islands Act. Each proposed amendment that requires the affirmative vote approval of the holders of a specified percentage of the voting power of the Outstanding Voting Shares Units shall be set forth in a writing that contains the text of the proposed amendment. If such an amendment is proposed, the Board of Directors shall seek the written approval of the requisite percentage of the voting power of the Outstanding Voting Shares Units or call a meeting of the Members Unitholders to consider and vote on such proposed amendment. The Board of Directors shall notify all Record Holders upon final adoption of any such proposed amendments. The Board of Directors shall be deemed to have notified all Record Holders as required by this Section 12.2 hereby if it has either either (ai) filed such amendment with the Commission via its Electronic Data Gathering, Analysis and Retrieval system (or any successor system) and such amendment is publicly available on such system or (bii) made such amendment available on any publicly available website maintained by or on behalf of the Company.

Amendment Procedures. Amendments to this Agreement may be proposed only by the Board of Directors. To the fullest extent permitted by law, the Board of Directors shall have no duty or obligation to propose or approve any amendment to this Agreement and may decline to do so in its sole and absolute discretion, free of any duty or obligation whatsoever to the Company or any Member and, in declining to propose or approve an amendment, to the fullest extent permitted by law, shall not have any fiduciary duty and shall not be required to act in good faith or pursuant to any other standard imposed by this Agreement, any other agreement contemplated hereby or under the Delaware Act or any other law, rule or regulation or in at equity. A proposed amendment shall be effective upon its approval by the Board of Directors and, except as otherwise provided in Sections Section 12.1 or 12.3, the affirmative vote of the holders of at least a majority of the voting power of the Outstanding Voting SharesUnits, unless a greater or different percentage of Outstanding Voting Shares Units is required under this Agreement or by Delaware law. Each proposed amendment that requires the affirmative vote approval of the holders of a specified percentage of the voting power of the Outstanding Voting Shares Units shall be set forth in a writing that contains the text of the proposed amendment. If such an amendment is proposed, the Board of Directors shall seek the written approval of the requisite percentage of the voting power of the Outstanding Voting Shares Units or call a meeting of the Members Unitholders to consider and vote on such proposed amendment. The Board of Directors shall notify all Record Holders upon final adoption of any such proposed amendments. The Board of Directors shall be deemed to have notified all Record Holders as required by this Section 12.2 if it has either (ai) filed such amendment with the Commission via its Electronic Data Gathering, Analysis and Retrieval system (or any successor system) and such amendment is publicly available on such system or (bii) made such amendment available on any publicly available website maintained by or on behalf of the Company.

Amendment Procedures. Amendments to this Agreement may be proposed only by the Board of DirectorsManaging Member. To the fullest extent permitted by law, the Board of Directors Managing Member shall have no duty or obligation to propose or approve any amendment to this Agreement and may decline to do so in its sole and absolute discretion, free of any duty (including any fiduciary duty) or obligation whatsoever to the Company Company, any Non-Managing Member or any Member other Person bound by this Agreement, and, in declining to propose or approve an amendmentamendment to this Agreement, to the fullest extent permitted by law, shall not have any fiduciary duty and law shall not be required to act in good faith or pursuant to any other standard imposed by this Agreement, any Group Member Agreement, any other agreement contemplated hereby or under the Delaware Act or any other law, rule or regulation or at equity, and the Managing Member in equitydetermining whether to propose or approve any amendment to this Agreement shall be permitted to do so in its sole discretion. A proposed An amendment to this Agreement shall be effective upon its approval by the Board of Directors Managing Member and, except as otherwise provided in Sections 12.1 by ‎Section 13.1 or 12.3‎Section 13.3, the affirmative vote of the holders of at least a majority of the voting power of the Outstanding Voting SharesUnit Majority, unless a greater or different percentage of Outstanding Voting Shares Units is required under this Agreement or by Delaware lawAgreement. Each proposed amendment that requires the affirmative vote approval of the holders of a specified percentage of the voting power of the Outstanding Voting Shares Units shall be set forth in a writing that contains the text of the proposed amendment. If such an amendment is proposed, the Board of Directors Managing Member shall seek the written approval of the requisite percentage of the voting power of the Outstanding Voting Shares Units or call a meeting of the Members Unitholders to consider and vote on such proposed amendment. The Board of Directors Managing Member shall notify all Record Holders upon final adoption of any such proposed amendments. The Board of Directors Managing Member shall be deemed to have notified all Record Holders as required by this Section 12.2 ‎Section 13.2 if it has either (a) filed posted or made accessible such amendment with the Commission via its Electronic Data Gathering, Analysis and Retrieval system (or any successor system) and such amendment is publicly available on such system or (b) made such amendment available on any publicly available website maintained by or on behalf of through the Company’s or the Commission’s website.

Amendment Procedures. Except as provided in Sections 13.1 and 13.3, all amendments to this Agreement shall be made in accordance with the following requirements. Amendments to this Agreement may be proposed only by by, or with the written consent of, the Board of Directors. To the fullest extent permitted by law; provided, however, that the Board of Directors shall have no duty or obligation to propose or approve any amendment to this Agreement and may decline to do so in its sole and absolute discretion, free of any fiduciary duty or obligation whatsoever to the Company or any Member Member, any Record Holder or any other Person and, in declining to propose or approve an amendment, to the fullest extent permitted by law, shall not have any fiduciary duty and applicable law shall not be required to act in good faith or in the best interests of the Company or any Member, any Record Holder or any other Person or pursuant to any other standard imposed by this Agreement, any Group Member Agreement, any other agreement contemplated hereby or under the Delaware ▇▇▇▇▇▇▇▇ Islands Act or any other law, rule or regulation or in equityregulation. A proposed amendment shall be effective upon its approval by the Board of Directors and, except as otherwise provided in Sections 12.1 or 12.3, the affirmative vote of and the holders of at least a majority of the voting power of the Outstanding Voting SharesUnit Majority, unless a greater or different percentage of Outstanding Voting Shares is required under this Agreement or by Delaware lawthe ▇▇▇▇▇▇▇▇ Islands Act. Each proposed amendment that requires the affirmative vote approval of the holders of a specified percentage of the voting power of the Outstanding Voting Shares Units shall be set forth in a writing that contains the text of the proposed amendment. If such an amendment is proposed, the Board of Directors shall seek the written approval of the requisite percentage of the voting power of the Outstanding Voting Shares Units or call a meeting of the Members Unitholders to consider and vote on such proposed amendment. The Board of Directors shall notify all Record Holders upon final adoption of any such proposed amendments. The Board of Directors shall be deemed to have notified all Record Holders as required by this Section 12.2 hereby if it has either (ai) filed such amendment with the Commission via its Electronic Data Gathering, Analysis and Retrieval system (or any successor system) and such amendment is publicly available on such system or (bii) made such amendment available on any publicly available website maintained by or on behalf of the Company.