Charitable Foundation. To the extent that Affiliate elects, at its option, to establish a charitable foundation to receive public contributions and engage in education programs, research projects, scholarship awards and other charitable activities, Affiliate shall establish the foundation as an independently incorporated not-for-profit corporation; shall register as a tax- exempt entity under Section 501(c)(3) of the Internal Revenue Code; shall permit the foundation to operate separate from Affiliate and file its own federal and state annual tax returns; and shall comply with such other legal requirements as may be necessary under state or federal law.
Charitable Foundation. AlCana is currently concluding an agreement with a charitable foundation (“Foundation”) covering a research and development program. The name of the Foundation will be disclosed in the detailed agreement. The planned research is directed at development of potential therapeutics for the treatment of a specific chronic and currently untreatable disease (“Foundation Disease”) [Redacted – Research Field]. The research program will include studies involving potential RNAi therapeutics. Tekmira agrees that AlCana will undertake this program under the following conditions:
i. Any Intellectual Property that is generated in the collaboration will be called “Foundation IP”
ii. All Foundation IP will be held and prosecuted by AlCana
iii. AlCana will grant to Tekmira an exclusive license to the Foundation IP in the Field of Use, subject to the rights granted to the Foundation below
iv. AlCana will grant to the Foundation exclusive rights to the Foundation IP related specifically to the Foundation Disease The Foundation will pay to AlCana a [Redacted – percentage]% royalty (less offsets) on Net Sales. AlCana will pass through [Redacted – percentage]% of any royalty it obtains from the Foundation to Tekmira EXHIBIT B - 33 - Alnylam Identified Sublicensees: AlCana Technologies, Inc. Ascletis Pharmaceuticals (Hangzhou) Co., Ltd. Genzyme Corporation Monsanto Company Novartis Institutes for BioMedical Research, Inc. Regulus Therapeutics Inc. (formerly Regulus Therapeutics LLC)
Charitable Foundation. (a) Company represents that the board of directors of the Company Bank Charitable Foundation is currently comprised of the individuals set forth on Company Disclosure Schedule Section 5.22. The Company shall use its best efforts to cause those individuals to remain on the board of the Company Bank Charitable Foundation until the Effective Time.
(b) Company, Company Bank, Buyer, and Buyer Bank will work together to promote continued good relations with the charities and causes now supported by the Company Bank and the Company Bank Charitable Foundation. Company agrees that it may be advisable from and after the date of this Agreement for representatives of the Buyer Bank and the Buyer Bank Charitable Foundation to be introduced to and meet with the representatives and the charities and causes now supported by the Company Bank and the Company Bank Charitable Foundation. Company agrees to arrange those introductions and meetings at mutually convenient times.
(c) Company shall use its best efforts to take all necessary action to, effective as of the Effective Time, (i) have the then current directors and officers of the Company Bank Charitable Foundation resign, (ii) appoint the individuals who then serve as directors and officers of the Buyer Bank Charitable Foundation to also serve as directors and officers of the Company Bank Charitable Foundation, (iii) also appoint two individuals designated by the Company to serve as directors of the Company Bank Charitable Foundation, and (iv) change the name of the Company Charitable Foundation to “Rockland Trust – East Boston Savings Bank Charitable Foundation.”
(d) If the Effective Time occurs prior to the Company Bank Charitable Foundation making grant decisions and/or grants in response to applications submitted to the Company Bank Charitable Foundation by the August 31, 2021 deadline (the “2021 Grant Applications”), Buyer Bank shall use its best efforts to take all necessary action to have “Rockland Trust – East Boston Savings Bank Charitable Foundation” make grant decisions and grants in response to the 2021 Grant Applications as directed in writing by the person who served as CEO of the Company Bank immediately prior to the Effective Time.
Charitable Foundation. Prior the end of the Term, the Company shall establish and fund a charitable foundation to be administered by the Employee for the benefit of the local community. Following the end of the Term and for a period of up to three years, the Employee shall earn fifteen hundred dollars ($1,500) per month for services performed on behalf of such new charitable foundation, with such payments to be made by the Company.
Charitable Foundation. At the Effective Time, Umpqua will establish a charitable foundation for the benefit of the communities served by the Surviving Corporation, and Umpqua will contribute $10,000,000 to such foundation.
Charitable Foundation. The Employer agrees to pay the sum of $2.00 for each regular employee (covered by this agreement) per month to a trust fund set up and established for religious, charitable and educational purposes as the same may be defined in Section 501 (c) (3) of the Internal Revenue C o d e or any amendment thereto. Said trust fund is to be known as the “ Teamsters’ Local 688 Foundation.” The Employer shall not be responsible for the contributions or other obligations of any other E m p l o y e r . The Employer agrees that its execution of this agreement shall constitute execution also of the Agree ment and Declaration of Trust which is attached hereto and marked Exhibit “ C” and is hereby incorporated by reference as though fully set out: the Employer further agrees to execute such other and additional copies of said Agreement and Declaration of Trust as the Trustees shall request for their records.
Charitable Foundation. As of the Effective Time, (i) a majority of the board of directors of the Company Charitable Foundation shall consist of individuals that are acceptable to Buyer in its sole discretion, and (ii) the name of the Company Charitable Foundation shall have been changed to “Rockland Trust – Peoples Federal Foundation”. By way of example, if the board of directors of the Company Charitable Foundation has 5 members, 3 of them shall be acceptable to Buyer in its sole discretion; if the board of directors of the Company Charitable Foundation has 6 or 7 members, 4 of them shall be acceptable to Buyer in its sole discretion, in each case as of the Effective Time.
Charitable Foundation. NHSB acknowledges and agrees that SBM Charitable Foundation, Inc., the charitable foundation affiliated with Connecticut Bancshares, is in existence and will continue to be operated for the benefit of Connecticut Bancshares’ community, notwithstanding that it is NHSB’s intention that The New Haven Savings Bank Foundation, Inc., the charitable foundation affiliated with NHSB and/or a new charitable foundation to be established in connection with the Conversion, may at some time subsequent to the Effective Date, service each of Connecticut Bancshares’ and NHSB’s respective communities.
Charitable Foundation. Company agrees that the members of the board of directors of the Company Charitable Foundation currently consist of those individuals set forth on Company Disclosure Schedule 5.23 and Company shall use best efforts to cause such individuals to remain on the board until the Effective Time. Company agrees that, as of the Effective Time it will use its best efforts to take all necessary action such that, (i) the current directors of the Company Charitable Foundation set forth on Company Disclosure Schedule 5.23 shall resign, (ii) the individuals who then serve as directors on the Buyer Charitable Foundation shall then be appointed to also serve as directors on the Company Charitable Foundation, (iii) Xxxxx Xxxxx and Xxxxx X. Xxxxxxx, Xx. shall also then be appointed to serve as directors of the Company Charitable Foundation, and (iv) the name of the Company Charitable Foundation will be changed to “Rockland Trust - Blue Hills Charitable Foundation”.
Charitable Foundation. The establishment by the Corporation of a charitable foundation will require Board approval, as will contributions by the Corporation to the foundation and disbursements by the foundation. The Board may delegate authority over the foundation to one or more persons who are not directors of the Corporation with the approval of two-thirds of the members of the Board.
