Charter Members Sample Clauses

Charter Members. Charter Members will have access to Draft Specifications under development and are authorized to provide comments and input to Specifications under development. Charter Members will have access to all releases of Final Specifications in accordance with the terms of the Intellectual Property Rights Policy without additional fee. Charter Members are authorized to designate a representative to be a member of a Working Group. Charter Members are authorized to designate a representative to be a member of the Board of Directors of the Company, as described below. Charter Members are expected, but shall have no obligation, to build or develop a commercial product or service supporting the Specifications and to implement defined technologies and solutions developed by the Company in the commercial products or services manufactured or developed by the Charter Member related to the Specifications. Charter Members shall have such other rights as the Board of Directors may from time to time approve. The current annual Membership Fee for Charter Members is set forth on the Fee Schedule to the Membership Agreement, and can be adjusted by Board Approval.
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Charter Members. A Party desiring to become a charter member of Horizon Public Health shall indicate its intent by adoption of a board resolution prior to July 1, 2014.
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Charter Members. This Agreement is made by and between the charter members of the St. Louis Virtual Campus who are: Affton 101 School District Brentwood School District Xxxxxxx Place School District Xxxxx School District Lindbergh Schools Parkway C-2 School District The School District of Xxxxxxx Valley Park School District
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Charter Members. Charter Members are those entities, which have a vested long-­‐term interest in the development of the energy storage cluster and in providing direct ongoing input into the development of CalCharge. This includes critical support in developing services and strategic planning activities, as well as growing the operations of CalCharge and ensuring its effectiveness. Charter Members commit to an annual contribution for at least three years. Charter Membership dues are based on General Membership dues, plus an additional $25,000 annually. In addition to the benefits provided General Members, each Charter Member will also receive: • A reserved seat on the Leadership Council, which meets quarterly and provides feedback and guidance on programs, new initiatives, and membership development strategies • Increased insight, and ability to interact with, Partner and General Members • Recognition as a Charter Member on all CalCharge published materials • Annual meeting sponsorship – Entity logo prominently displayed, special accommodations and presentation slots • Lead sponsorship of one CalCharge seminar or webinar of the Member’s choice per year, including ability to moderate and/or serve as presenters • Preferential Cooperative Research Project services -­‐ if a Charter Member elects to engage in a Cooperative Research and Development project with the Xxxxxxxx Berkeley National Laboratory’s Environmental Energy Technologies Division (“Berkeley Lab”), Member will have the right to locate up to two employees at Berkeley Lab (each, an “embedded researcher”) for the period that the entity continues to be a member in good standing of CalCharge, subject to the terms set forth in this paragraph. The designated employees will also be eligible to participate in all Battery Group meetings during this period. Member acknowledges that Berkeley Lab at its sole discretion and at anytime may approve or reject any proposed project and any embedded researcher. Based on Berkeley Lab’s physical capacity to house people at the lab, the total number of embedded research positions available initially will be capped at 10. Berkeley Lab will revisit this cap annually based on actual capacity at Berkeley Lab. As CalCharge operations expand, it is possible that similar opportunities for Charter Members may be negotiated with other academic and research institutions. Member agrees that, throughout the duration of its membership in CalCharge, CalCharge may identify the Member, by name or logo,...
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Charter Members. Charter Members are defined as a member that was not part of the original planning and formation of WECAN, but who was a participant in WECAN at the time of the formalization of the Unincorporated Association. WECAN Membership in the Association as of the Effective Date shall consist of all Founding and Charter Members whose names appear on Exhibit C, and who are signatories to this Agreement. Charter Members will always have one position per institution or civic corporation on the Executive Committee for WECAN or any “Board” or “Committee” whose charter is to direct, guide, set policy, governs, or plans the actions, growth, or policy of WECAN, U.A.
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Charter Members. A Party desiring to become charter member of the [insert name of the JPE] shall indicate its intent by adoption of a board resolution prior to [insert date]. New Members.* Addition of a new Party [insert procedure for a Party to join the JPE].
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Charter Members. 1.1 The annual Charter Member fee is US$40,000 unless modified by affirmative vote of 2/3 of all directors. 1.2 The first fifteen Charter Members to sign the Charter Member Agreement and pay the required fee may designate a representative as a director for the initial term of the Board. Following the initial term of the Board, rights to appoint the Board will be allocated among classes of Members as set forth in Article 17.1 of the Articles. 1.3 Charter Members in Good Standing are entitled to: A. appoint a Charter Member director in accordance with Article 8.3(a)(ii) of the Articles, B. all rights and benefits afforded to Promoter Members, Advisor Members and Observer Members, and C. priority opportunities for participation in conferences hosted or sponsored by the AMDA.
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Charter Members. For the purposes of this agreement, the Parties identified in Article 1 shall be considered Charter Members.
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Charter Members. The Counties of Le Sueur, Nicollet, and Xxxxxx are the Charter Members of the Tri-County Solid Waste Board who were originally involved with the formation of the group by resolution in November of 1987.
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Related to Charter Members

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

  • Other Members The Holding Company may offer the Offer Shares, if any, remaining after the Subscription Offering, in the Community Offering on a priority basis to natural persons residing in the New Jersey counties of Cumberland and Gloucester; to the Minority Stockholders as of the Voting Record Date, and then to the general public. In the event a Community Offering is held, it may be held at any time during or immediately after the Subscription Offering. Depending on market conditions, Offer Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may be offered in the Syndicated Community Offering to members of the general public through a syndicate of registered broker-dealers under the terms set forth on Exhibit A (“Assisting Brokers”) that are members of the Financial Industry Regulatory Authority (“FINRA”) managed by Stifel as the sole book running manager. It is acknowledged that the number of Offer Shares to be sold in the Offering may be increased or decreased as described in the Prospectus (as hereinafter defined); that the purchase of the Offer Shares in the Offering is subject to maximum and minimum purchase limitations as described in the Plan and the Prospectus; and that the Holding Company may reject, in whole or in part, any subscription received in the Community Offering and Syndicated Community Offering. The Holding Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a Registration Statement on Form S-1 (File No. [__________]) in order to register the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and the regulations promulgated thereunder (the “1933 Act Regulations”), and has filed such amendments thereto as have been required to the date hereof (the “Registration Statement”). The prospectus, as amended, included in the Registration Statement at the time it initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the 1933 Act Regulations differing from the prospectus included in the Registration Statement at the time it initially becomes effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission and shall include any supplements and amendments thereto from and after their dates of effectiveness or use, respectively. In connection with the Conversion, the MHC filed with the OTS an application for conversion to a stock company (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OTS in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Parts 575 and 563b (collectively with the HOLA, the “Conversion Regulations”). The Holding Company has also filed with the OTS its application on Form H-(e)1-S (together with any interim merger applications and any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” Concurrently with the execution of this Agreement, the Holding Company is delivering to the Agent copies of the Prospectus dated [______________], 2010 to be used in the Subscription Offering and Community Offering (if any), and, if necessary, will deliver copies of the Prospectus and any prospectus supplement for use in a Syndicated Community Offering.

  • General Partners Each Plains Entity or GP Entity that serves as a general partner of another Plains Entity or GP Entity has full corporate or limited liability company power and authority, as the case may be, to serve as general partner of such Plains Entity or GP Entity, in each case in all material respects, as disclosed in the Pricing Disclosure Package and the Prospectus.

  • 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.

  • VOTES OF MEMBERS On the show of hands every Member present in person shall have one vote. On a poll every Member present in person or by proxy shall have one vote.

  • General Partner The name and address of the general partner of the Partnership is Outback Steakhouse of Florida, Inc., 0000 X. Xxxx Xxxxx Xxxxxxxxx, 0xx Xxxxx, Xxxxx, Xxxxxxx 00000.

  • FINRA Member Shareholders There are no affiliations with any FINRA member firm among the Company’s officers, directors or, to the knowledge of the Company, any five percent (5%) or greater stockholder of the Company, except as set forth in the Registration Statement, the Base Prospectus, any Prospectus Supplement or the Prospectus.

  • Managing Member Unless otherwise expressly provided in this Agreement, the Managing Member or any of its Affiliates who hold any Interests shall not be entitled to vote in its capacity as holder of such Interests on matters submitted to the Members for approval, and no such Interests shall be deemed Outstanding for purposes of any such vote.

  • Partnership Representative The Members shall take all reasonable actions to avoid the application to the Company of the centralized partnership audit provisions of sections 6221 through 6241 of the Code, as amended by the Bipartisan Budget Act of 2015. If, however, such provisions are found to apply to the Company, a member of the Manager or another appointed individual shall act as the Partnership Representative for the purposes of IRS Code section 6221 through 6241. In the event the member of the Manager is no longer a Member in the Company, and no other individual has been appointed as the Partnership Representative, the Partnership Representative shall be the Majority Interest owner from amongst the Members. If the Majority Member is unable or unwilling to serve, the Partnership Representative shall be appointed from amongst the remaining Members by a Majority of Interests of the Members. The Partnership Representative shall be authorized and required to represent the Company with all examinations of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings. The Partnership Representative shall have the sole authority to (1) sign consents, enter into settlement and other agreements with such authorities with respect to any such examinations or proceedings and (ii) to expend the Company’s funds for professional services incurred in connection therewith. In the event of an adjustment resulting in an underpayment of tax, the Partnership Representative shall duly and timely elect under section 6226 of the IRS Code that each Person who was a Member during the taxable year that was audited personally bear any tax, interest, addition to tax, and penalty resulting from such adjustments and, if for any reason, the Company is liable for a tax, interest, addition to tax, or penalty as a result of such an audit, each Person who was a member during the taxable year that was audited shall pay to the Company an amount equal to such Person’s proportionate share of such liability, as determined by the Manager, based on the amount each such Person should have borne (computed at the rate used to compute the Company’s liability) had the Company’s tax return for such taxable year reflected the audit adjustment. The expenses for the Company’s payment of such tax, interest, addition to tax, or penalty shall be specially allocated to such Persons in such proportions. The Partnership Representative shall have the final decision-making authority with respect to all federal income tax matters involving the Company. The Members agree to cooperate with the Partnership Representative and to do or refrain from doing any or all things reasonably required by the Partnership Representative to conduct such proceedings. Any reasonable direct out-of-pocket expense incurred by the Partnership Representative in carrying out its obligations hereunder shall be allocated to and charged to the Company as an expense of the Company for which the Partnership Representative shall be reimbursed.

  • 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

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