Amendments Meetings Clause Samples
The "Amendments; Meetings" clause defines the procedures for modifying the agreement and for holding formal meetings between the parties. Typically, it requires that any changes to the contract be made in writing and agreed upon by all parties, and it may outline how and when meetings should be called, who must attend, and how decisions are recorded. This clause ensures that all modifications are properly documented and that communication between parties is structured, thereby preventing misunderstandings and maintaining clear records of any changes or discussions related to the agreement.
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Amendments Meetings. (a) Amendments with Consent of the General Partner. If at any time during the term of the Partnership the General Partner shall deem it necessary or desirable to amend this Agreement (including the Partnership's basic investment policies set forth in paragraph 3(b) hereof), such amendment shall be effective only if approved in writing by the General Partner and, except as specified in this sub-section (a), by Limited Partners owning more than 50% of the Units of Limited Partnership Interest then outstanding and if made in accordance with the Partnership Act. Any such supplemental or amendatory agreement shall be adhered to and have the same effect from and after its effective date as if the same had originally been embodied in and formed a part of this Agreement. The General Partner may amend this Limited Partnership Agreement without the consent of the Limited Partners in order (i) to clarify any clerical inaccuracy or ambiguity or reconcile any inconsistency (including any inconsistency between this Limited Partnership Agreement and the Memorandum); (ii) to delete or add any provision of or to the Limited Partnership Agreement required to be deleted or added by the staff of any federal or state agency; or (iii) to make any amendment to the Limited Partnership Agreement which the General Partner deems advisable (including but not limited to amendments necessary to effect the allocations proposed herein) provided that such amendment is not adverse to the Limited Partners, or is required by law. The General Partner may, however, change the trading policies in paragraph 3(b) of this Agreement without the approval of the Limited Partners when such change is deemed to be in the best interests of the Partnership. In addition, if the General Partner determines to offer Units to the public in the future, the General Partner may amend this Agreement as necessary to effect such public offering without obtaining the consent of the Limited Partners, provided, however, that such amendments are deemed to be in the best interests of the Limited Partners. Amendments that are consistent with the North American Securities Administrators Association's Guidelines for the Registration of Commodity Pools will be presumed to be in the best interests of the Limited Partners.
Amendments Meetings. (a) Amendments to this Agreement may be proposed by the Manager. The Manager shall submit the proposed amendment to the Member. Except as otherwise provided in this Agreement, the consent of the Member and of the Manager shall be required to pass an amendment. No amendment shall change the liability of the Manager or the Member so as to materially, adversely affect the Member, directly reduce the Member’s account, extend the duration of the Company or change the provisions of this sentence.
(b) Notwithstanding any provision to the contrary contained in this Agreement, this Agreement may be amended by the Manager, upon thirty (30) days’ prior notice to the Member, as to the following matters: (i) to add to the representations, duties or obligations of the Manager or surrender any right or power granted to the Manager herein for the benefit of the Member; (ii) to cure any ambiguity or to correct or supplement any provision in this Agreement which may be manifestly inconsistent with any other provision; and (iii) to delete from or add any provision to this Agreement required or deemed necessary to be so deleted or added by any governmental authority for the benefit or protection of the Member. However, no such amendment shall change the liability of the Manager or the Member so as to materially, adversely affect the Member, change the Member’s share of the profits or losses of the Company without the consent of the Member or extend the duration of the Company.
(c) Upon any amendment of this Agreement, the certificate of formation of the Company shall also be amended if necessary to reflect such amendment.
(d) Meetings of the Company for purposes of taking any action permitted to be taken by the Member under this Agreement may be called by the Manager. Any such call shall state the nature of the business to be transacted at the meeting, and no other business shall be conducted at the meeting. The Member may vote in person or by proxy at any such meeting. In the event that the Company is required to comply with Regulation 14A under the Securities and Exchange Act, as amended, or any successor regulation, the foregoing time periods may be altered by the Manager so as not to conflict therewith.
Amendments Meetings. 13 Section 14.1 Amendments........................................13 Section 14.2 Meetings..........................................13
Amendments Meetings. SECTION 10.01.
Amendments Meetings. 17 Section 14.01 Amendments................................................17 Section 14.02 Meetings..................................................17
Amendments Meetings. A-16
(a) Amendments with Consent of the Managing Owner A-16
(b) Amendments and Actions without Consent of the Managing Owner A-16
(c) Meetings; Other A-16
(d) Consent by Trustee A-17 20. Governing Law A-17
Amendments Meetings. SECTION 9.01. Amendments
SECTION 9.02. Meetings of the Members
Amendments Meetings. 24 Section 11.1 Amendments................................................................................24 Section 11.2 Meetings...................................................................................25 ARTICLE XII ADVISORY BOARD......................................................................................25 ARTICLE XIII MISCELLANEOUS......................................................................................27 Section 13.1. Notices..................................................................................27 Section 13.2. Entire Agreement.........................................................................27 Section 13.3. Severability.............................................................................27 Section 13.4. No Waiver................................................................................28 Section 13.5. Applicable Law...........................................................................28 Section 13.6. Successors and Assigns...................................................................28 Section 13.7. Attorneys' Fees..........................................................................28 Section 13.8. Related Agreements.......................................................................28 Section 13.9. No Third Party Beneficiaries............................................................28 Section 13.10. Counterparts............................................................................28 Section 13.11. Representations and Warranties of the Manager...........................................28 Section 13.12. Representations and Warranties of BOCP and the Partnership..............................30 Section 13.13. Survival of Representations and Warranties..............................................31 4 MANAGEMENT AGREEMENT THIS MANAGEMENT AGREEMENT (this "AGREEMENT") is made and entered into as of the 21st day of August, 1997, by and among Banc One Capital Partners VIII, Ltd., an Ohio limited liability company ("BOCP"), BOCP Energy Partners, L.P., a Texas limited partnership (the "PARTNERSHIP"), and EnCap Investments L.C., a Texas limited liability company ("ENCAP").
Amendments Meetings. 15 8.1 Amendments...........................................................15 8.2 Meetings of the Partners.............................................16 (i)
Amendments Meetings