Changes to Organizational Documents of Legacy Health and the Other Legacy Health Entities and Legacy Health Governance Sample Clauses

Changes to Organizational Documents of Legacy Health and the Other Legacy Health Entities and Legacy Health Governance. Subject to the terms and conditions of this Agreement, upon the Closing, Legacy Health shall direct, approve and cause: (i) the Articles of Incorporation of Legacy Health to be amended and restated in substantially the form attached hereto as Exhibit A (the “Amended Legacy Health Articles”) and to be filed with the Oregon Secretary of State; and (ii) the Bylaws of Legacy Health to be amended and restated in substantially the form attached hereto as Exhibit B (the “Amended Legacy Health Bylaws”), in each case such that the sole corporate member of Legacy Health shall be OHSU, and the powers and authorities of the Parties with respect to Legacy Health shall be consistent in all respects with the terms hereof (and the other Transaction Documents). Subject to the terms and conditions of this Agreement, effective as of the Effective Time, Legacy Health shall also cause the other Legacy Health Entities to amend their Organizational Documents as necessary and, as appropriate, to file such amended Organizational Documents with applicable Government Entities, in a manner acceptable to OHSU, in order (a) to be consistent in all respects with the Appointment as Member; (b) to give OHSU the right, directly or indirectly, to appoint and remove (with or without cause) the members of each such Legacy Health Entity Board; and (c) to be consistent with the terms hereof (and the other Transaction Documents). Consistent with the Parties’ intent that the OHSU System be centrally managed, the Board of each Legacy Health Entity will, to the greatest extent permitted by Legal Requirements, transition at Closing to be advisory (retaining only such direct authorities as mandated by Legal Requirements). Members of the OHSU Board of Directors (the “OHSU Board”) shall be eligible to serve on the Boards of the Legacy Health Entities and the Specified Legacy Health JVs. The OHSU Board, directly or indirectly, shall exercise the rights of Legacy Health and the other Legacy Health Entities to make Board appointments to any joint venture entity in which a Legacy Health Entity is a shareholder, member or partner (i.e., a part owner), including, without limitation, the Specified Legacy Health JVs, and to exercise the other rights of the Legacy Health Entities with respect to such joint ventures (excluding PacificSource, Legacy Health’s ownership interest in which will be transferred at Closing as described in Section 1.3 below). Following Closing, all joint ventures and third party business...
Sample 1
AutoNDA by SimpleDocs

Related to Changes to Organizational Documents of Legacy Health and the Other Legacy Health Entities and Legacy Health Governance

  • Provide Data in Compliance with Applicable Laws LEA shall provide Student Data for the purposes of obtaining the Services in compliance with all applicable federal, state, and local privacy laws, rules, and regulations, all as may be amended from time to time.

  • HEALTH AND SAFETY 16.01 The Employer, Union and the employees shall comply with the provisions of the Occupational Health and Safety Act where and when applicable. The Employer shall provide working conditions at all times which are not prejudicial to the health or efficiency of the workers. Employees are required to report to their Employer any unsafe work conditions, or violation of any safe work policies or procedures established by the Employer, or any violation of relevant safe work legislation.

  • Data Protection All personal data contained in the agreement shall be processed in accordance with Regulation (EC) No 45/2001 of the European Parliament and of the Council on the protection of individuals with regard to the processing of personal data by the EU institutions and bodies and on the free movement of such data. Such data shall be processed solely in connection with the implementation and follow-up of the agreement by the sending institution, the National Agency and the European Commission, without prejudice to the possibility of passing the data to the bodies responsible for inspection and audit in accordance with EU legislation (Court of Auditors or European Antifraud Office (XXXX)). The participant may, on written request, gain access to his personal data and correct any information that is inaccurate or incomplete. He/she should address any questions regarding the processing of his/her personal data to the sending institution and/or the National Agency. The participant may lodge a complaint against the processing of his personal data with the [national supervising body for data protection] with regard to the use of these data by the sending institution, the National Agency, or to the European Data Protection Supervisor with regard to the use of the data by the European Commission.

  • SERVICE REQUIREMENTS FOR REFERRED CLIENTS A. Agent agrees to respond to any communications from a Referred Client within two (2) hours after receipt if such communication is received between 9:00am to 5:00pm local time. For communications received outside of these hours, Agent agrees to respond by 10:00am the next day.

  • Governing Law; Venue and Jurisdiction THIS DPA WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF THE LEA, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES. EACH PARTY CONSENTS AND SUBMITS TO THE SOLE AND EXCLUSIVE JURISDICTION TO THE STATE AND FEDERAL COURTS FOR THE COUNTY OF THE LEA FOR ANY DISPUTE ARISING OUT OF OR RELATING TO THIS DPA OR THE TRANSACTIONS CONTEMPLATED HEREBY.

  • Definitions and Interpretation 1.1 In this Agreement:

  • General Provisions In connection with any Registration Statement and any Prospectus required by this Agreement to permit the sale or resale of Transfer Restricted Securities (including, without limitation, any Registration Statement and the related Prospectus required to permit resales of Initial Securities by Broker-Dealers), each of the Company and the Guarantors shall:

  • Privacy 11.1.0 In accordance with applicable privacy legislation, the Trust Plan Administrator shall limit the collection, use and disclosure of personal information to information that is necessary for the purpose of providing benefits administration services. The Trust Plan Administrator’s policy shall be based on the Personal Information Protection and Electronic Documents Act (PIPEDA).

  • COUNTERPARTS; ELECTRONIC SIGNATURES This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. A signature to this Agreement transmitted electronically shall have the same authority, effect and enforceability as an original signature.

  • Governing Law and Jurisdiction 39.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.

Time is Money Join Law Insider Premium to draft better contracts faster.