By Members Sample Clauses

By MembersExcept as otherwise provided in Section 1.1(c), these bylaws may be amended or repealed and new bylaws may be adopted by the Members at any annual or special meeting of the Members at which a quorum is in attendance.
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By Members. Unless provided otherwise in the Articles of Incorporation or these Bylaws, these Bylaws may be altered, amended or repealed and new bylaws may be adopted by the Members by affirmative vote of not less than a majority of Members present and voting at any annual or special meeting of the Members at which a quorum is present.
By MembersIn connection with the Fees payable hereunder, including the Minimum Fee, upon the Effective Date, each Member shall deliver to Xxxxxxx a Noncompetition Agreement signed by each such Member. The parties hereto agree that the provisions of this Subsection 3.2 (“By Members”) are an integral part of this Agreement and that neither party would be entering into this Agreement without the provisions of this Subsection 3.2 (“By Members”).
By Members. The Commission does not have the power to acquire real property, but shall have the authority to establish land acquisition policies as part of the Watershed Management Plan. The Members agree that any and all permanent easements or interests in land which are necessary for any project will be negotiated or condemned in accordance with all applicable laws by the Member wherein said lands are located, and each Member agrees to acquire the necessary easements or interests in such land upon order of the Commission to accomplish the purposes of this Agreement. All reasonable costs of said acquisition shall be considered as a cost of the respective improvement. If a Member determines it is in the best interests of that Member to acquire additional lands in conjunction with the taking of lands for the Commission-ordered improvement, or for some other purpose, the costs of said acquisition will not be included in the improvement costs of the ordered project. The Board in determining the allocation of the improvement costs may take into consideration the land use for which said additional lands are being acquired and may credit the acquiring Member for said land acquisition to the extent that it benefits the other Members of this Agreement. Any credits may be applied to the cost allocation of the improvement project under construction or the Board, if feasible and necessary, xxx xxxxx said credits to a future project.
By MembersThe Members shall have the power to make, amend, or repeal this Agreement by the voting process described in Section 4.7, except as otherwise provided by law, the Articles, or this Agreement. a. The notice for such meeting must indicate that a change in the Bylaws was to be considered. b. For all amendments, a unanimous vote by Members is required.
By Members. On a two-thirds majority vote of all members at a meeting called for that purpose after written notice of such meeting stating the time, purpose, and place of the meeting is given to all members at least 30 days prior to this meeting.
By MembersThe Agreement may be altered, amended or repealed and a new Agreement may be adopted only by vote of all Members, except as provided in Section 8.2.
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By MembersEach Member represents and warrants on its behalf to and for the benefit of the other Member and the Company that: (a) it is a legal entity established, duly organized and in good standing under the laws of its jurisdiction of formation; (b) the execution, delivery and performance of this Agreement and any instrument or agreement required to be executed, delivered or performed by it hereunder (i) are within its powers, (ii) have been duly authorized and are not in conflict with its organizational documents or of any other instruments or agreements to which it is bound, and (iii) the person or persons executing this Agreement or any such other instrument or agreement on its behalf has been fully authorized to do so; (c) there is no law, rule or regulation, nor is there any judgment, decree or order of any court or governmental authority binding on it, nor is there any agreement to which it is bound that would be contravened by the execution, delivery or performance of this Agreement; (d) this Agreement is its legal, valid and binding obligation, enforceable against it in accordance with its terms except as limited by Bankruptcy, insolvency or other similar laws (regardless of whether enforcement is sought in a court of law or equity); (e) any necessary permits, licenses and approvals required under the laws of the place of its formation and its principal place of business for the execution, delivery and performance of this Agreement by it, have been properly obtained and are presently in full force and effect; and (f) it understands that the interests in the Company being acquired pursuant to this Agreement have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or the laws of any other jurisdiction, and, to the extent that the sale of the interests in the Company pursuant to this Agreement is subject to the Securities Act or such other laws, such interests in the Company are being sold in reliance upon an exemption from such registration; it will not sell or transfer any of its interest in the Company in violation of applicable federal or state securities laws, and, to the extent that such transfer is subject to the Securities Act or state securities laws, without registration under the Securities Act and applicable state securities laws or an exemption from such registration; and it is acquiring its interest in the Company (i) for its own account and not on behalf of other persons, and (ii) for investment purposes onl...
By MembersIn connection with any registration statement in which a holder of Registrable Securities is participating, each such holder will furnish, or cause to be furnished, to the Company Offeror in writing information regarding such holder’s ownership of Registrable Securities and its intended method of distribution thereof and, to the extent permitted by law, shall indemnify the Company Offeror, its directors, officers, employees and agents and each Person who controls (within the meaning of the Securities Act) the Company Offeror or such other indemnified Person against all Losses caused by, resulting from or relating to any untrue or alleged untrue statement of material fact contained in the registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is caused by and contained in such written information so furnished in writing by or on behalf of such holder and such information was actually used by the Company in a final prospectus or a post-effective amendment; provided, however, that each holder’s obligation to indemnify the Company Offeror hereunder shall be apportioned between each holder based upon the net amount received by each holder from the sale of Registrable Securities, as compared to the total net amount received by all of the holders of Registrable Securities sold pursuant to such registration statement, no such holder being liable to the Company Offeror in excess of such apportionment.

Related to By Members

  • New Members No person may be admitted as a member of the Company without the approval of the Member.

  • Initial Members The initial members of the LLC, their initial capital contributions, and their percentage interest in the LLC are: Initial Percentage Interest Capital Members in LLC Contribution

  • Members (a) A Person shall be admitted as a Member and shall become bound by, and shall be deemed to have agreed to be bound by, the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Share, and such Person shall become the Record Holder of such Share, in accordance with the provisions of this Agreement. A Member may be a Class A Member and or a Class B Member, and, in such case, shall have the rights and obligation accorded to the Class A Ordinary Shares with respect to such Class A Ordinary Shares and the rights and obligations accorded to the Class B Ordinary Shares with respect to such Class B Ordinary Shares. A Person may become a Record Holder without the consent or approval of any of the Members and without physical execution of this Agreement. A Person may not become a Member without acquiring a Share. (b) The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose by the Company or the Transfer Agent. (c) Except as otherwise provided in the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member of the Company. (d) Except to the extent expressly provided in this Agreement: (i) no Member shall be entitled to the withdrawal or return of any Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution of the Company may be considered as such by law and then only to the extent provided for in this Agreement; (ii) no Member shall have priority over any other Member either as to the return of Capital Contributions or as to profits, losses or distributions; (iii) no interest shall be paid by the Company on Capital Contributions; and (iv) no Member, in its capacity as such, shall participate in the operation or management of the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company by reason of being a Member. (e) Any Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities in direct competition with the Company. Neither the Company nor any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Member.

  • THE MEMBERS Members are the owners of the Company. Members are not entitled to compensation for services furnished to the Company in the Member’s capacity as a Member. The name and residential address of each Member is contained in Exhibit 1 attached to this Agreement. Each Member’s initial membership interest is the percentage set forth in Exhibit 1. An unauthorized transfer of a Member’s interest could create a substantial hardship for the Company. Consequently, the Members agree to the restrictions and procedures affecting the ownership and transfer of the Members’ interests as identified in Article VII. The Members acknowledge these restrictions are not intended to penalize, but rather are intended to protect and preserve the existing trust-based relationships, the Company’s capital, and the Company’s financial ability to continue its operations.

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