Alignment of Interests Sample Clauses

Alignment of Interests. Contractor agrees to take no materially adverse position (in trade associations, regulatory bodies, the press, or otherwise) with respect to Purchaser’s FCC licenses or applications therefor associated with the Satellite or TerreStar 2.
Sample 1Sample 2
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Alignment of Interests. Holders shall receive a single one-time lump sum payment of $5,000,000.00 (Five-Million USD) in the event the company reaches a valuation in excess of $100,000,000.00 (One Hundred Million USD). Said valuation shall be conducted in accordance with industry standards and best practices by an independent qualified valuation expert of the companies choosing.
Sample 1
Alignment of Interests. Contractor agrees that for a period of twelve (12) months following Provisional Acceptance it will reasonably consult with TerreStar prior to taking a regulatory position adverse to any position taken by TerreStar, including with respect to the spectrum assigned and designated for use by TerreStar.
Sample 1
Alignment of Interests. Contractor agrees that it will in no way take a position adverse to AIL, including with respect to the spectrum assigned and designated for use by AIL, in trade associations, regulatory bodies, the press or otherwise, unless mutually agreed upon by the Parties in advance.
Sample 1
Alignment of Interests. Contractor agrees to cooperate with Customer and to take no materially adverse position (in trade associations, regulatory bodies, the press, and otherwise) with respect to the FCC spectrum assigned and designated for use by Customer.
Sample 1
Alignment of Interests. The Parties acknowledge that as of the Execution Date it is not possible to identify and agree on all of the actions or decisions in the Prosecution and Maintenance of Consensus Patent Rights that would be contrary to the best interests of the Development and Commercialization of the Lead Compound or Licensed Products that are comprised of or contain the Lead Compound on a global basis. However, solely for purposes of this Article 7, the Parties agree that, without limitation, each of the following actions or decisions in the Prosecution and Maintenance of Consensus Patent Rights would be contrary to the best interests of the Development and Commercialization of the Lead Compound and Licensed Products that contain the Lead Compound on a global basis: (a) any action or decision that would ******** of such Consensus Patent Rights, unless all of (i) such action or decision would result in subject matter that is or would be ******** in a particular patent application being ********, (ii) a continuation or divisional patent application to ******** all such ******** subject matter is permitted under applicable patent laws, regulations or administrative process to be filed in the applicable country or jurisdiction in a manner that preserves full rights of further prosecution and (iii) a continuation or divisional patent application to ******** all such ******** subject matter is filed by AstraZeneca by all applicable deadlines and otherwise diligently Prosecuted and Maintained by AstraZeneca; (b) any action or decision that would ******** such Patent Rights; (c) ******** that is required under applicable patent laws, regulations or administrative process to be ******** any patent office or examiner; (d) ********; and (e) ******** a ******** or ******** as ******** is known not to be ********.
Sample 1
Alignment of Interests. ESI acknowledges and agrees (as represented in materials submitted in ESI’s Response to Request for Proposals) that its business model is to align its interests with those of Sponsor. ESI does not engage in any business with any pharmaceutical manufacturer that is designed to manipulate the price or cost of any Brand Drug or Generic Drug in a manner that adversely impacts the cost to Sponsor of providing pharmacy benefits to Members under this Agreement. In this regard, “adversely impacts” is intended to mean that Sponsor would be required to pay a higher price for a Brand Drug or Generic Drug than the market would otherwise provide if it were not for ESI’s business arrangement with such pharmaceutical manufacturer.
Sample 1
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Alignment of Interests. The Friends of Fullerton College Foundation Board of Directors shall include the President of the College, as an ex-officio voting member; the President of the Faculty Senate or their designee as an ex-officio voting member, the President of the Classified Senate or their designee as an ex-officio, voting member and an appointed member of the North Orange County Board of Trustees as an ex-officio voting member. The Friends of Fullerton College Foundation Bylaws shall include language requiring such appointments to the Friends of Fullerton College Foundation Board of Directors. The communication between the Friends of Fullerton College Foundation and the College/NOCCCD shall be delegated to the Executive Director of the Friends of Fullerton College Foundation and the College President and, if the NOCCCD so desires, the Chancellor of the NOCCCD, who shall meet at a mutually acceptable time, as they determine, to review and prioritize the planned and current activities of the Friends of Fullerton College Foundation, as well as explore, discuss, recommend and review programs and activities involving both organizations, as are then appropriate. A system of formal communication between the Executive Director and the College President will be developed to ensure that the College and the NOCCCD is fully informed of activities between the Friends of Fullerton College Foundation and the College and that these activities are clearly communicated and well-coordinated between the College/NOCCCD administration, departments, faculty, committees, and programs such that the College President is fully aware of and can support the Friends of Fullerton College Foundation’ activities. To further insure the communication between the Friends of Fullerton College Foundation and the College/NOCCCD, the Executive Director, Foundation and Community Relations shall directly report to the College President and shall work directly with the Friends of Fullerton College Foundation Board of Directors. The President will conduct an annual performance review of the Executive Director of the Friends of Fullerton College Foundation in accordance with District policies with input from the Friends of Fullerton College Foundation Board of Directors. The College will make available to the Friends of Fullerton College Foundation the annual planning document that outlines the College’s priority needs for the coming year and will assist with promoting the Friends of Fullerton College Foundation prog...
Sample 1
Alignment of Interests. The MSJCCD Superintendent/President will be a voting member of the Foundation Board of Directors and a voting member of the Foundation Executive Committee. The communication between the Foundation and the MSJCCD shall be delegated to the Executive Director or Designee of the Foundation and the MSJCCD Superintendent/President, who shall meet at a mutually acceptable time, as they determine, to review and prioritize the planned and current activities of the Foundation, as well as explore, discuss, recommend and review programs and activities involving both organizations, as are then appropriate. A system of formal communication between the Executive Director or Designee and the MSJCCD Superintendent/President will be developed to ensure that the MSJCCD is fully informed of activities between the Foundation and the MSJCCD and that these activities are clearly communicated and well-coordinated between MSJCCD administration, departments, faculty, committees, and programs such that the MSJCCD Superintendent/President is fully aware of and can support Foundation activities. The MSJCCD will make available to the Foundation the annual planning document that outlines the MSJCCD priority needs for the coming year and will assist with promoting Foundation programs and highlighting achievements for the mutual benefit of the Foundation and the MSJCCD. The MSJCCD Superintendent/President shall have the right to cause the Foundation to cease any activity deemed, in his or her judgment, to be contrary to the best interests of the MSJCCD or inconsistent with the policies or purposes of the MSJCCD. The Foundation shall help the MSJCCD create an environment conducive to increasing levels of private support for the MSJCCD mission and priorities.
Sample 1

Related to Alignment of Interests

  • Assignment of Interests Except as otherwise provided in this Agreement, no Member or other person holding any interest in the Company may assign, pledge, hypothecate, transfer or otherwise dispose of all or any part of their interest in the Company, including without limitation, the capital, profits or distributions of the Company without the prior written consent of the other Members in each instance. The Members agree that no Member may voluntarily withdraw from the Company without the unanimous vote or consent of the Members. A Member may assign all or any part of such Member’s interest in the allocations and distributions of the Company to any of the following (collectively the “permitted assignees”): any person, corporation, partnership or other entity as to which the Company has given consent to the assignment of such interest in the allocations and distributions of the Company by the affirmative vote or consent of Members holding a majority of the Members’ Percentage Interests. An assignment to a permitted assignee shall only entitle the permitted assignee to the allocations and distributions to which the assigned interest is entitled, unless such permitted assignee applies for admission to the Company and is admitted to the Company as a Member in accordance with this Agreement. An assignment, pledge, hypothecation, transfer or other disposition of all or any part of the interest of a Member in the Company or other person holding any interest in the Company in violation of the provisions hereof shall be null and void for all purposes. No assignment, transfer or other disposition of all or any part of the interest of any Member permitted under this Agreement shall be binding upon the Company unless and until a duly executed and acknowledged counterpart of such assignment or instrument of transfer, in form and substance satisfactory to the Company, has been delivered to the Company. No assignment or other disposition of any interest of any Member may be made if such assignment or disposition, alone or when combine with other transactions, would result in the termination of the Company within the meaning of Section 708 of the Internal Revenue Code or under any other relevant section of the Code or any successor statute. No assignment or other disposition of any interest of any Member may be made without an opinion of counsel satisfactory to the Company that such assignment or disposition is subject to an effective registration under, or exempt from the registration requirements of, the applicable Federal and State securities laws. No interest in the Company may be assigned or given to any person below the age of 21 years or to a person who has been adjudged to be insane or incompetent. Anything herein contained to the contrary, the Company shall be entitled to treat the record holder of the interest of a Member as the absolute owner thereof, and shall incur no liability by reason of distributions made in good faith to such record holder, unless and until there has been delivered to the Company the assignment or other instrument of transfer and such other evidence as may be reasonably required by the Company to establish to the satisfaction of the Company that an interest has been assigned or transferred in accordance with this Agreement. (Check One) ☐ - SINGLE-MEMBER: Ownership of Company Property. The Company’s assets shall be deemed owned by the Company as an entity, and the Member shall have no ownership interest in such assets or any portion thereof. Title to any or all such Company assets may be held in the name of the Company, one or more nominees or in “street name”, as the Member may determine. Except as limited by the Statutes, the Member may engage in other business ventures of any nature, including, without limitation by specification, the ownership of another business similar to that operated by the Company. The Company shall not have any right or interest in any such independent ventures or to the income and profits derived therefrom.

  • Treatment of Interest For Federal and State tax purposes (i) interest shall accrue at the Accrual Rate, and (ii) payments made pursuant to section 2 shall first be treated as interest, up to the amount of interest so accrued, then shall be treated as principal, until Purchaser has received, as principal, the entire Principal Amount, and then shall be treated as interest.

  • Assignment of Interest The lessee may not assign or sublet any interest held under this lease, including a security interest, without the prior written approval of the lessor. The lessor may approve such assignment or subletting if the lessor finds it to be in the best interest of the state. No such assignment or subletting will be effective until approved by the lessor in writing, and the assignee agrees to be subject to and governed by the provisions of this lease, any subsequent amendments to this lease, any additional stipulations, or reappraisal as deemed appropriate by the lessor, and all applicable laws, regulations, and ordinances in the same manner as the original lessee. No assignment or subletting of the leasehold, or any portion thereof, by the lessee will annul the lessee's obligation to pay the compensation required for the full term of this lease. Except as provided in this lease, no subdivision of the leasehold interest may occur without the prior written approval of the lessor.

  • Ownership of Interests The Interest Owners are the owners of all of the Interests, each owning the percentage set forth in Item 2(a) of Schedule 1, and have good and valid title thereto, with no restrictions on, or any agreements with respect to, voting rights or any other incidents of ownership thereof, except as set forth in the Company’s Organizational Documents. The Interests represent one hundred percent (100%) of the record and beneficial interests in the Company and all other right, title and interest in and to the equity of the Company. The Interest Owners have the absolute right to sell and transfer all of the Interests to Buyer free and clear of all Interest Liens. Each Interest Owner acquired its Interest in compliance with all applicable laws. On consummation of the Contemplated Transactions, in accordance with the terms hereof, Buyer will acquire good and marketable title to the Interests free and clear of all Interest Liens.

  • Payment of Interest The Borrower to which a Loan has been made shall pay accrued interest on that Loan on the last day of each Interest Period (and, if the Interest Period is longer than six Months, on the dates falling at six monthly intervals after the first day of the Interest Period).

  • Certificates and Transfer of Interests Section 4.01. Initial Ownership 12 Section 4.02. The Certificates 12 Section 4.03. Execution, Authentication and Delivery of Certificates 12 Section 4.04. Registration of Transfer and Exchange of Certificates 12 Section 4.05. Mutilated, Destroyed, Lost or Stolen Certificates 13 Section 4.06. Persons Deemed Owners 14 Section 4.07. Access to List of Certificateholders’ Names and Addresses 14 Section 4.08. Maintenance of Office or Agency 14 Section 4.09. Restrictions on Transfers of Certificates 14

  • Interests All of the following shall be referred to in this Agreement collectively as the "Interests" and individually as an "Interest": (a) The oil, gas and mineral leases in the states and counties described on Exhibit "A" attached hereto (collectively, the "Leases"), including, without limitation, working interests, overriding royalty interests, royalty interests and any other interests of a similar nature affecting the lands covered by the Leases (collectively, the "Lands"). (b) The oil and gas xxxxx described on Exhibit "A" (individually, a "Well," and collectively, the "Xxxxx"), together with all oil, natural gas, casinghead gas, drip gasoline, natural gas liquids, condensate and other minerals produced from such Xxxxx. (c) All unitization, communitization, pooling, agreements, working interest units created by operating agreements, partnership agreements and orders covering the Leases and Lands, or any portion thereof, and the units and pooled or communitized areas created thereby (collectively, the "Units"). (d) The tangible personal property, tools, machinery, materials, pipelines, plants, gathering systems, equipment, platforms and facilities, fixtures and improvements, which are directly incident or attributable to or underlie the Leases, Lands, Xxxxx or Units with the production, transportation, treatment, sale or disposal of hydrocarbons or water produced therefrom or attributable thereto, (collectively, the "Equipment"). (e) The general and limited partnership interests in Castle Texas Exploration Limited Partnership ("CTELP") and Castle Texas Oil and Gas Limited Partnership ("CTOGLP") (collectively the "Limited Partnerships") described on Exhibit "A" attached hereto, including, without limitation, all Leases, Lands, Xxxxx (together with all oil, natural gas, casinghead gas, drip gasoline, natural gas liquids, condensate and other minerals produced from such Xxxxx), Units, and/or Equipment owned by the Limited Partnerships. (f) The licenses, permits, contracts, agreements and other instruments owned by Sellers (other than bonds posted by Sellers) which concern and relate to any of the Leases, Lands, Xxxxx, Units and/or Equipment, INSOFAR AND ONLY INSOFAR as same concern or relate to the Leases, Lands, Xxxxx, Units and/or Equipment, or the operation thereof; including, without limitation, oil, gas and condensate purchase and sale contracts; permits; rights-of-way; easements; licenses; servitudes; estates; surface leases; farmin and farmout agreements; division orders and transfer orders; bottomhole agreements; dry hole agreements; area-of-mutual interest agreements; salt water disposal agreements; acreage contribution agreements; operating agreements; balancing agreements and unit agreements; pooling agreements; pooling orders; communitization agreements; processing, gathering, compression and transportation agreements; facilities or equipment leases relating thereto or used or held for use in connection with the ownership or operation thereof or with the production, treatment, sale or disposal of hydrocarbons; and all other contracts and agreements related to the Leases, Lands, Xxxxx and/or Equipment. (g) Subject to Section 1.3 below, originals or copies of all computer tapes and discs, files, records, information or data relating to the Interests in the possession of Sellers, including, without limitation, title records (including abstracts of title, title opinions, certificate of title and title curative documents), production records and files, contracts, correspondence, production records, electric logs, core data, pressure data, decline curves, graphical production curves, drilling reports, well completion reports, drill stem test charts and reports, regulatory reports, and all related materials, INSOFAR AND ONLY INSOFAR as the foregoing items constitute materials that may be lawfully conveyed to Buyers (i.e., the materials are not subject to a proprietary agreement precluding their transfer to Buyers), and, to the extent transferable, all other contract rights, intangible rights (excluding Sellers' trademarks and service marks), inchoate rights, choses in action, rights under warranties made by prior owners, manufacturers, vendors or other third parties, and rights accruing under applicable statutes of limitation or prescription, attributable to the Interests. (h) All payments, and all rights to receive payments, with respect to the ownership of the production of hydrocarbons from or the conduct of operations on the Interests accruing after the Effective Time.

  • Transfer of Interests The Member may sell, assign, pledge, encumber, dispose of or otherwise transfer all or any part of the economic or other rights that comprise its Interest. The transferee shall have the right to be substituted for the Member under this Agreement for the transferor if so determined by the Member. No Member may withdraw or resign as Member except as a result of a transfer pursuant to this Section 7 in which the transferee is substituted for the Member. None of the events described in Section 18-304 of the Act shall cause the Member to cease to be a Member of the Company.

  • Transfers of Interests The Transferee of any Interests shall be admitted to the LLC as a substitute member of the LLC on the effective date of such Transfer upon (i) such Transferee’s written acceptance of the terms and provisions of this Agreement and its written assumption of the obligations hereunder of the Transferor of such Interests, and (ii) the recording of the Transfer of Interests and the Transferee’s name as a substitute member on the books and records of the LLC. Any Transfer of any Interests pursuant to this Section 7.1 shall be effective as of the registration of the Transfer of Interests in the books and records of the LLC and a Transferor of all of its Interest shall not cease to be a member of the LLC until the Transferee is admitted to the LLC as a member of the LLC.

  • Joint Ownership of Interests A Partnership Interest may be acquired by two individuals as joint tenants with right of survivorship, provided that such individuals either are married or are related and share the same home as tenants in common. The written consent or vote of both owners of any such jointly held Partnership Interest shall be required to constitute the action of the owners of such Partnership Interest; provided, however, that the written consent of only one joint owner will be required if the Partnership has been provided with evidence satisfactory to the counsel for the Partnership that the actions of a single joint owner can bind both owners under the applicable laws of the state of residence of such joint owners. Upon the death of one owner of a Partnership Interest held in a joint tenancy with a right of survivorship, the Partnership Interest shall become owned solely by the survivor as a Limited Partner and not as an assignee. The Partnership need not recognize the death of one of the owners of a jointly-held Partnership Interest until it shall have received notice of such death. Upon notice to the General Partner from either owner, the General Partner shall cause the Partnership Interest to be divided into two equal Partnership Interests, which shall thereafter be owned separately by each of the former owners.

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