THE COMPLETION OF THE LIQUIDATION OF THE COMPANY AS PROVIDED IN SECTION 13.2
HEREOF, THE COMPANY SHALL BE TERMINATED AND THE CERTIFICATE AND ALL
QUALIFICATIONS OF THE COMPANY AS A FOREIGN LIMITED LIABILITY COMPANY IN
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jurisdictions other than the State of Delaware shall be canceled and such other
actions as may be necessary to terminate the Company shall be taken.
SECTION 13.9
REASONABLE TIME FOR WINDING-UP.
A
REASONABLE TIME SHALL BE ALLOWED FOR THE ORDERLY WINDING-UP OF THE BUSINESS AND
AFFAIRS OF THE COMPANY AND THE LIQUIDATION OF ITS ASSETS PURSUANT TO
SECTION 13.2 HEREOF, IN ORDER TO MINIMIZE ANY LOSSES OTHERWISE ATTENDANT UPON
SUCH WINDING-UP, AND THE PROVISIONS OF THIS AGREEMENT SHALL REMAIN IN EFFECT
BETWEEN THE MEMBERS DURING THE PERIOD OF LIQUIDATION.
ARTICLE XIV
AMENDMENT OF AGREEMENT; MEETINGS
SECTION 14.1
AMENDMENTS.
(A)
GENERAL.
AMENDMENTS TO THIS AGREEMENT MAY
BE PROPOSED BY THE MANAGING MEMBER OR BY ANY NON-MANAGING MEMBERS HOLDING 25
PERCENT OR MORE IN THE AGGREGATE OF THE MEMBERSHIP INTERESTS HELD BY ALL
NON-MANAGING MEMBERS.
FOLLOWING SUCH PROPOSAL, THE MANAGING MEMBER SHALL SUBMIT
ANY PROPOSED AMENDMENT TO THE NON-MANAGING MEMBERS.
THE MANAGING MEMBER SHALL
SEEK THE WRITTEN VOTE OF THE MEMBERS ON THE PROPOSED AMENDMENT OR SHALL CALL A
MEETING TO VOTE THEREON AND TO TRANSACT ANY OTHER BUSINESS THAT IT MAY DEEM
APPROPRIATE.
FOR PURPOSES OF OBTAINING A WRITTEN CONSENT, THE MANAGING MEMBER
MAY REQUIRE A RESPONSE WITHIN A REASONABLE SPECIFIED TIME, BUT NOT LESS THAN 15
DAYS, AND FAILURE TO RESPOND IN SUCH TIME PERIOD SHALL CONSTITUTE A CONSENT
WHICH IS CONSISTENT WITH THE MANAGING MEMBER'S RECOMMENDATION (IF SO
RECOMMENDED) WITH RESPECT TO THE PROPOSAL; PROVIDED, THAT, AN ACTION SHALL
BECOME EFFECTIVE AT SUCH TIME AS REQUISITE CONSENTS ARE RECEIVED EVEN IF PRIOR
TO SUCH SPECIFIED TIME. EXCEPT AS PROVIDED IN SECTION 14.1(B), 14.1(C) OR
14.1(D), A PROPOSED AMENDMENT SHALL BE ADOPTED AND BE EFFECTIVE AS AN AMENDMENT
HERETO IF IT IS APPROVED BY THE MANAGING MEMBER AND IT RECEIVES THE CONSENT OF
NON-MANAGING MEMBERS HOLDING A MAJORITY OF THE PERCENTAGE INTERESTS OF THE
NON-MANAGING MEMBERS.
(B)
MANAGING MEMBER'S POWER TO AMEND.
NOTWITHSTANDING SECTION 14.1(A), THE MANAGING MEMBER SHALL HAVE THE POWER,
WITHOUT THE CONSENT OF THE NON-MANAGING MEMBERS, TO AMEND THIS AGREEMENT AS MAY
BE REQUIRED TO FACILITATE OR IMPLEMENT ANY OF THE FOLLOWING PURPOSES:
(1)
TO ADD TO THE OBLIGATIONS OF THE MANAGING
MEMBER OR SURRENDER FOR THE BENEFIT OF THE NON-MANAGING MEMBERS ANY RIGHT OR
POWER GRANTED TO THE MANAGING MEMBER OR ANY AFFILIATE OF THE MANAGING MEMBER;
(2)
TO REFLECT THE ISSUANCE OF ADDITIONAL
MEMBERSHIP INTERESTS OR THE ADMISSION, SUBSTITUTION, TERMINATION, OR WITHDRAWAL
OF MEMBERS IN ACCORDANCE WITH THIS AGREEMENT;
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(3)
TO SET FORTH THE RIGHTS, POWERS, DUTIES,
AND PREFERENCES OF THE HOLDERS OF ANY ADDITIONAL MEMBERSHIP INTERESTS ISSUED
PURSUANT TO SECTION 4.2(B) HEREOF;
(4)
TO REFLECT A CHANGE THAT IS OF AN
INCONSEQUENTIAL NATURE AND DOES NOT ADVERSELY AFFECT THE NON-MANAGING MEMBERS IN
ANY MATERIAL RESPECT, OR TO CURE ANY AMBIGUITY, CORRECT OR SUPPLEMENT ANY
PROVISION