Amendments by the Board Sample Clauses

Amendments by the Board. The Board shall have the power to make and alter this Agreement, including the changing of the number of Directors. The text of the proposed amendments shall have been sent to all Directors with the call for the meeting at least ten (10) days in advance of such meeting. All amendment(s) made by the Board shall be submitted to the members as described in Article XV, Section 10, but not later than with the notice of the next scheduled meeting of members. If the amendments are not approved, the Board shall be required to reinstate the portion of the Agreement affected by such disapproval to the form in which it was prior to such action by the Board, without prejudice to the ability of the Board to make other amendments on the same subject or to the same portion of the Agreement at a later time.
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Amendments by the Board. The Board, without the consent or approval at any time of any Member (each Member, by acquiring its LLC Interests, being deemed to consent to any such amendment), may amend any provision of this Agreement or the Certificate, and may execute, swear to, acknowledge, deliver, file and record all documents required or desirable in connection therewith, to reflect:
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Amendments by the Board. The Board, without the approval of any Member, may make any non-material amendments to any provision of this Agreement (including the Exhibits and Schedules hereto) in compliance with this Section 14.1(b). (i) The Board shall provide prior written notice of such non-material amendment to the Qualified Holders (which notice may be posted to IntraLinks or a similar electronic data room or distributed to the Qualified Holders via e-mail). If a Qualified Holder has an objection to such amendment, such amendment shall be deemed to be a material amendment and shall be subject to the approval requirements of material amendments to this Agreement. If no Qualified Holder informs the Board of an objection to such amendment within ten (10) days of the date of the Board’s notice, such amendment shall be deemed to be non-material and may be effected solely with the approval of a simple majority of the Board. (ii) Notwithstanding the foregoing, this Agreement may be amended as required to facilitate or implement any of the following purposes solely with the approval of a simple majority of the voting power of the Board: (A) a change to reflect the admission, substitution, termination or withdrawal of, or change of the ownership of Units by, any Member in accordance with this Agreement; (B) a change that is necessary to qualify the Company as a limited liability company or a company in which the Members have limited liability; or (C) a change that is: (1) required or specifically contemplated by this Agreement and (2) necessary to reflect the current Capital Contributions and number and class of Units held by each Member on the books and records of the Company, following any change to such items in accordance with the provisions of this Agreement.
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Amendments by the Board. Despite subsection 12.1(d) and Sections 13.2 and 13.3, the Board may amend the Pension Plan Rules if (i) there is no resulting increase in the contribution rates for providing the non-indexed basic benefits, (ii) there is no resulting increase in the contribution rates for providing for the indexing of benefits, (iii) there is no creation of, or increase in, an unfunded liability, (iv) the proposed amendment is consistent with the Trustees' fiduciary responsibilities, and (v) the proposed amendment does not conflict with Section 15.5. For the purposes of subsection 13.4(a), when considering an amendment to the Pension Plan Rules respecting a benefit improvement, the Board must determine the cost of a benefit improvement based on the open group of Plan Members and using a 25 year period for the amortization of a Pension Plan surplus that will be used to fund the benefit improvement.
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Amendments by the Board. The Board may, at any time prior to the Expiration Date, amend this Agreement, provided that no amendment may, in the absence of written consent by the Optionee, adversely affect the rights of the Optionee under the Option prior to the date of such amendment.
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Amendments by the Board. The Board, without the consent or approval at any time of any Member (each Member, by acquiring its LLC Interests, being deemed to consent to any such amendment), may amend any provision of this Agreement or the Certificate, and may execute, swear to, acknowledge, deliver, file and record all documents required or desirable in connection therewith, to reflect: (a) Qualification to do Business. A change that is necessary to qualify the Company as a limited liability company or a Company in which the Members have limited liability; and (b) Changes Which are Inconsequential, Curative or Required. A change that is: (i) Of an inconsequential nature and does not adversely affect any Member in any respect; or (ii) Necessary to reflect the addition or removal of any Member or the current Capital Contributions and number or class of Units held by each Member on the Company Register, following any change to such items in accordance with the provisions of this Agreement.
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Related to Amendments by the Board

  • Actions by the Board Any and all determinations or other actions required of the Board hereunder that relate specifically to Executive’s employment by the Company or the terms and conditions of such employment shall be made by the members of the Board other than Executive if Executive is a member of the Board, and Executive shall not have any right to vote or decide upon any such matter.

  • Amendments by us We may vary any details of this agreement or a Direct Debit Request at any time by giving you at least fourteen (14) days’ written notice.

  • Determinations and Actions by the Board of Directors The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise the rights and powers specifically granted to the Board of Directors of the Company or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination to redeem or not redeem the Rights or to amend this Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors of the Company in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, and all other parties, and (y) not subject the Board of Directors to any liability to the holders of the Rights.

  • Determinations and Actions by the Board of Directors, etc For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board, or the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Certificates and all other parties and (y) not subject the Board to any liability to the holders of the Rights.

  • Determination and Actions by the Board of Directors, etc For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares or any other securities of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act as in effect on the date of this Agreement. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board, or the Company, or as may be necessary or advisable in the administration of this Agreement, including without limitation, the right and power to (i) interpret the provisions of this Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board in good faith, shall (x) be final, conclusive and binding on the Rights Agent and the holders of the Rights, and (y) not subject the Board to any liability to the holders of the Rights.