Amendments in General Clause Samples

Amendments in General. The Company may, in its sole discretion, from time to time amend, in whole or in part, any or all of the provisions of this Trust Agreement, including, without limitation, by adding to, or subtracting from, Schedule A hereto one or more employee benefit plans (within the meaning of Section 3(3) of ERISA) or plans or arrangements that are not employee benefit plans (within the meaning of such Section); provided, that (a) in making any modification to Schedule A hereto, the Company shall act in good faith taking into account the best interests of a broad cross-section of employees, and (b) the Company shall ensure that at all times Schedule A shall include at least one employee benefit plan that is not an employee benefit plan within the meaning of Section 3(3)

Amendments in General. The Company may, in its sole discretion, from time to time amend, in whole or in part, any or all of the provisions of this Trust Agreement, including, without limitation, by adding to, or subtracting from, Schedule A hereto one or more employee benefit plans (within the meaning of Section 3(3) of ERISA) or plans or arrangements that are not employee benefit plans (within the meaning of such Section); PROVIDED, that (a) in making any modification to Schedule A hereto, the Company shall act in good faith taking into account the best interests of a broad cross-section of Employees, and (b) the Company shall ensure that at all times Schedule A shall include (i) the employee benefit plans included as items 6 and 7 under the list of Plans and Benefits on Schedule A hereto on the Effective Date, and (ii) at least one employee benefit plan that is not an employee benefit plan within the meaning of Section 3(3)

Amendments in General. Except as otherwise provided in this Agreement, this Agreement may be amended only by an instrument in writing signed by the CBRE Member and the Duke Member.

Amendments in General. Except as otherwise provided in Section 13.16, the Parties may amend this Agreement only by a writing signed by all the Parties following each Party’s receipt of written resolution/authorization from their governing bodies, which resolutions/authorizations shall be condition precedents to any amendments of this Agreement and shall be attached as Exhibits to this Agreement. The Parties have executed this Agreement as of the Effective Date.

Amendments in General. (a) Except as otherwise provided in this Agreement, this Agreement may be amended only upon the proposal of the Manager and with the affirmative Consent of the holders of a majority of the outstanding Common Shares as of the Record Date set for such purpose; provided, however, that, until Class A Shares have been redesignated as Common Shares in accordance with SECTION 3.2(d), (x) no amendment adversely affecting the rights of the Class A Members on a per Share basis differently than the rights of a Class B Member on a per Share basis, and (y) no amendment to any of SECTION 3.2, SECTION 4.4, SECTION 4.5, SECTION 4.9, SECTION 6.1, SECTION 7.1, SECTION 7.2, this SECTION 9.1(a) and any other Section providing for any rights or obligations of the Class A Representative, may be made without (i) the affirmative vote or Consent of holders of a majority of the outstanding Class A Shares entitled to vote on the matter and (ii) the Consent of the Manager. To the extent Consent is required of any Members for an amendment of this Agreement, the Manager may submit any proposed amendment to the Members entitled to vote in the manner described in SECTION 11.1 and seek the Consent of the Members as contemplated by SECTION 9.2(b) or call a meeting of the Members as contemplated by SECTION 9.2(a) to vote thereon and to transact any other business that it may deem appropriate. For purposes of obtaining a Consent, the Manager may require a response within a reasonable specified time, but not less than fifteen (15) days. (b) Notwithstanding SECTION 9.1(a), the Manager shall have the power, without the consent of the Members, to amend this Agreement as may be required to facilitate or implement any of the following purposes: (i) to add to the obligations of the Manager or surrender any right or power granted to the Manager or any Affiliate of the Manager for the benefit of the Members; (ii) to reflect the admission, substitution, termination, or resignation of Members in accordance with this Agreement; (iii) to set forth the rights, powers, duties, and preferences of the holders of any additional Membership interests, whether designated as Shares or otherwise, issued pursuant to SECTION 3.1 hereof; (iv) to reflect a change that is of an inconsequential nature and does not adversely affect the Members in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with material rights of the Members pursuant t...

Amendments in General. The Company may, in its sole discretion, from --------------------- time to time amend, in whole or in part, any or all of the provisions of this Trust Agreement, including, without limitation, by adding to, or subtracting from, or making any other change to, Exhibit A hereto one or more employee benefit plans (within the meaning of Section 3(3) of ERISA) or plans or arrangements that are not employee benefit plans (within the meaning of such Section); provided, that (a) in making any modification to Exhibit A hereto, the Company shall act in good faith taking into account the best interests of a broad cross-section of employees, and (b) the Company shall ensure that at all times Exhibit A shall include at least one employee benefit plan that is not an employee benefit plan within the meaning of Section 3(3)

Amendments in General. 16 14.2 Nonapplicability of ERISA; Preventing Current Taxation. . . . . . . . . . . . .16 SECTION 15 Nonalienation. . . . . . . . . . . . . . . . .16 15.1 Prohibition Against Certain Transfers, Pledges, Etc.. . . . . . . . . . . . . . 16 SECTION 16 Communications . . . . . . . . . . . . . . . .17 16.1 To the Company, Board of Directors and Committee . . . . . . . . . . . . . . . .17 16.2 To the Trustee. . . . . . . . . . . . . .17 16.3 To a Participant. . . . . . . . . . . . .17

Amendments in General. The Company reserves the right to modify or amend the Plan in whole or in part at any time or from time to time by action of its Board of Directors. The Company may not, however, make any modification or amendment that materially affects the rights, duties, or responsibilities of the Trustee, unless the Trustee consents in writing to the modification or amendment. Moreover, except as otherwise permitted by the Code and ERISA, the Company may not make a modification or amendment that: (a) will reduce the Accounts of any Participant; (b) will eliminate an optional form of distribution with respect to benefits accrued before the amendment; (c) will make it possible for any part of the principal or income of the Trust to be used for, or diverted to, purposes other than the exclusive benefit of Participants, Beneficiaries, and other persons entitled to benefits under the Plan; or (d) will permit any part of the principal or income of the Trust to revert to the Employer.

Amendments in General. This Trust Agreement may not be amended except by a written instrument signed by the Company, each Executive and the Trustee.