Common use of Amendments Meetings Clause in Contracts

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. (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, such amendment shall be effective only if embodied in an instrument approved by the General Partner and by Limited Partners owning more than 50% of the Units then outstanding, and if made in accordance with, and to the extent permissible under, the Act. Any amendment to this Agreement may be proposed or actions taken pursuant to this Section 15 that shall have been approved by the Managerpercentage of outstanding Units prescribed above shall be deemed to have been approved by all Limited Partners. The Manager Notwithstanding the foregoing, the General Partner shall submit be authorized to amend this Agreement without the proposed consent of any Limited Partner in order to: (i) change the name of the Partnership or cause the Partnership to transact business under another name; (ii) clarify any inaccuracy or any ambiguity, or reconcile any inconsistent provisions herein; (iii) make any amendment to the Member. Except as otherwise provided in this Agreement, provided that such amendment is not adverse to the Limited Partners; (iv) effect the intent of the allocations proposed herein to the maximum extent possible and to the extent necessary to comply with the Code or the interpretations thereof affecting such allocations, as same may be amended from time to time; (v) attempt to ensure that the Partnership is not taxed as an association taxable as a corporation for federal income (or relevant state income or franchise) tax purposes; (vi) qualify or maintain the qualification of the Partnership as a limited partnership in any jurisdiction; (vii) delete, add or modify any provision of or to this Agreement required to be deleted, added or modified by the staff of the , the CFTC, any other federal agency, any state “Blue Sky” official, or other governmental official, or in order to opt to be governed by any amendment or successor to the Act, or to comply with applicable law; (viii) make any modification to this Agreement to reflect the admission of additional or substitute general partners and to reflect any modification to the net worth requirements applicable to the General Partner and any other general partner, as contemplated by Section 5 hereof; (ix) make any amendment that is appropriate or necessary, in the opinion of the General Partner, to prevent the Partnership or the General Partner or its directors, officers or controlling persons from in any manner being subject to the provisions of the Investment Company Act of 1940, as amended (the “1940 Act”), the Investment Advisers Act of 1940, as amended (the “Advisers Act”), or “plan asset” regulations adopted under the Employee Retirement Income Security Act of 1974, as amended; and (x) to make any amendment that is appropriate or necessary, in the opinion of the General Partner, to qualify the Partnership under the 1940 Act, and any persons under the 1940 Act and the Advisers Act, if the General Partner is informed that doing so is necessary. Any such supplemental or amendatory agreement shall be adhered to and have the same force and effect from and after its effective date as if the same had originally been embodied in, and formed a part of, this Agreement; provided, however, that no such supplemental or amendatory agreement shall, without the consent of the Member and of the Manager shall be required to pass an amendment. No amendment shall all Partners affected thereby, 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 alter the provisions of this sentence. (b) Notwithstanding proviso, reduce the capital account of 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 amendedPartner, or modify the percentage of profits, losses or distributions to which any successor regulation, the foregoing time periods may be altered by the Manager so as not to conflict therewithPartner is entitled.

Amendments Meetings. (a) Amendments with Consent of the Member Designee. If at any time during the term of the Company the Member Designee shall deem it necessary or desirable to this Agreement may be proposed by the Manager. The Manager shall submit the proposed amendment to the Member. Except as otherwise provided in amend 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 be effective only if approved in writing by the liability Member Designee and by Members owning more than 50% of the Manager Units in the Company then outstanding and if made in accordance with the LLC 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 Member so as to materiallyDesignee may, adversely affect the Memberhowever, change the Member’s share trading policies in Paragraph 3 of this Agreement without the approval of the profits or losses Members when such change is not deemed to be material and to be in the best interests of the Company Company. In addition, the Member Designee may amend this Agreement without the consent of the Members in order to clarify any clerical inaccuracy or ambiguity or reconcile any inconsistency (including any inconsistency between this Agreement and the Memorandum); to delete or add any provision of or to this Agreement required to be deleted or added by the staff of any federal or state agency or self-regulatory organization; or to make any amendment to this Agreement that the Member Designee deems advisable provided that such amendment is not adverse to any Members unless the consent of such Member is obtained or extend the duration Member is permitted to redeem its Units prior to the effective date of any such amendment, or is required by law. For the avoidance of doubt, an amendment made in order to ensure compliance with any regulatory requirement that may apply to the Company. (c) Upon , now or in the future, shall not be adverse to the Members. Notwithstanding the foregoing, if the Member Designee notifies a Member in writing of any amendment of this Agreementand informs the Member that the amendment will take place if the Member does not object within a reasonable, and specifically disclosed, time period that is consistent with applicable law, the certificate of formation of the Company shall also Member’s silence will be amended if necessary to reflect such amendmenttreated as appropriate consent. (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. (a) Amendments to The General Partner may amend this Agreement may be proposed by at any time, in its sole discretion, provided amendment does not, in the Manageropinion of the General Partner, adversely affect the Limited Partners. The Manager shall submit General Partner also may amend this Agreement as to any other matters with the proposed amendment to the Member. Except as otherwise provided in this Agreement, the negative consent of the Member and holders of a majority-in-interest of all outstanding Units (not including any Units held by the Manager shall General Partner). For purposes of obtaining a negative consent, the General Partner may require responses to be required to pass an amendment. No made within a specified time; provided, however, that no amendment shall cause the Partnership to become a general partnership, change the liability of the Manager General Partner or the Member Limited Partners so as to materially, adversely affect the Memberany Partner, directly reduce the Member’s accountBook Capital Account of any Partner, extend the duration of the Company Partnership or change the provisions of this sentence. (b) Notwithstanding any provision to the contrary contained in this Agreement, this Agreement also may be amended by the ManagerGeneral Partner at any time, upon thirty (30) days’ prior notice to the Memberin its sole discretion, as to the following matters: (i) to add to the representations, duties or obligations of the Manager General Partner or surrender any right or power granted to the Manager General Partner herein for the benefit of the MemberLimited Partners; (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 representatives of the U.S. Securities and Exchange Commission, the Commodity Futures Trading Commission, any state securities commission or any other governmental authority authority, exchange or self-regulatory organization for the benefit or protection of the MemberLimited Partners; (iv) to effect any amendment authorized by the provisions of Sections 1.6 and 1.7, above; and (v) to amend the provisions of Article VI of this Agreement regarding the allocations of profits and losses for U.S. Federal income tax purposes for any tax year ending after the date of any such amendment or for which a Partnership tax return has not been filed in any manner which the General Partner, in its sole discretion, deems necessary or advisable to comply with the Code and to promote an equitable treatment of all Partners. However, no such amendment shall cause the Partnership to become a general partnership, change the liability of the Manager General Partner or the Member Limited Partners so as to materially, materially and adversely affect the Memberany Partner, change the Member’s any Partner's share of the profits or losses of the Company Partnership without the consent of the Member such Partner or extend the duration of the CompanyPartnership. (c) Upon any amendment of this Agreement, the certificate Certificate of formation of the Company Limited Partnership also shall also be amended if necessary to reflect such amendment. (d) Meetings of the Company Partnership for purposes of taking any action permitted to be taken by the Member Limited Partners under this Agreement may be called by the ManagerGeneral Partner or by the Limited Partners holding more than 10% of the then outstanding Units (not including any Units held by the General Partner) for any matters for which the Limited Partners may vote as set forth in this Agreement. 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 Limited Partners may vote in person or by proxy at any such meeting. In the event that the Company Partnership is required to comply with Regulation 14A under the Securities and Exchange Act, as amended, 1934 Act or any successor regulation, the foregoing time periods may be altered by the Manager so as not to conflict therewithaltered.