Cooperation of Members. Each member shall execute and file such consent, elections and other documents that may be required or appropriate for the proper filing of consolidated income tax returns and for the allocations provided by this agreement.
Cooperation of Members. Each Member shall furnish, from time to time, to the Manager within five calendar days after receipt of the Manager’s request therefor (or such other amount of time as specified by the Manager) such further instruments (including any designations, representations, warranties, and covenants), documentation and information as the Manager deems to be reasonably necessary, appropriate or convenient: (i) to facilitate the Closing or satisfy any Closing Conditions; (ii) to satisfy applicable anti-money laundering requirements; (iii) for any tax purpose; or (iv) for any other purpose that is consistent with the terms of this Agreement.
Cooperation of Members. The Pool members agree to follow the loss prevention and risk management programs of the Board, and to abide by all policies, procedures, conditions, requirements, rules and regulations regarding loss control and risk management which may be approved by the Board.
Cooperation of Members. The members shall cooperate with and render all reasonable assistance to the Claim Administrator in its discharge of its duties and exercise of its authority within the terms of the Claims Administrator's agreement.
Cooperation of Members. The Pool members shall cooperate with and render all reasonable assistance to the Administrator in the discharge of his/her/its duties and exercise of authority in accordance with the terms of this Pool Agreement and BOCES’ policies.
Cooperation of Members. In connection with and in order to facilitate a Listing Event, each Member will take all such action as is necessary (including the voting of all equity Units in the Company Offeror owned by such Person) in order to effect amendments to the Company Offeror’s organizational documents as are customary for a company which is to engage in an initial public offering of its equity securities and which are reasonably requested by the managing underwriters in order to expedite or facilitate the disposition of the equity securities of the Company Offeror in connection with such offering; provided that no Member shall be required to take any actions not required from the other Members. Each Member hereby (i) consents to any such Conversion Transaction or exchange of Units involving a Company Offeror and (ii) agrees to execute, acknowledge and deliver any further agreements, documents or instruments requested by the Company (or any successor thereto) reasonably necessary or customary in connection with this Section 9.1, including for the avoidance of doubt any agreement that restricts such Member’s ability to sell or otherwise encumber its Units.
Cooperation of Members. In connection with and in order to facilitate a Qualified IPO and any related Conversion Transaction, each Member shall take all such action as is reasonably necessary (including making any applicable tax elections or the voting of all equity interests in the Company Offeror owned by such person) in order to effect amendments to the Company Offeror’s organizational documents as are customary for a company which is to engage in an initial public offering of its equity securities and which are reasonably requested by the managing underwriters in order to expedite or facilitate the disposition of the equity securities of the Company Offeror in connection with such offering and any Conversion Transaction; provided, however, that no Member holding a certain type or class of Units shall be required to take any actions not required from the other Members holding the same type or class of Units. Each Member hereby (i) consents to any such Conversion Transaction or exchange of Units involving a Company Offeror and (ii) agrees to execute, acknowledge and deliver any further agreements, documents or instruments requested by the Company (or any successor thereto) reasonably necessary or customary in connection with this Section 9.1.
Cooperation of Members. Upon notice of conversion under this Article, and provided such conversion has been approved by a Majority of Preferred Members and a Majority of Common Members, each Member will (a) cooperate with the actions of the Management Board (provided such actions have been approved by a Majority of Preferred Members and a Majority of Common Members) in all respects in such conversion and enter into any transaction required to effect such conversion, (b) vote their interests in favor of any such transaction required to consummate such conversion, if requested by the Management Board (and approved by a Majority of Preferred Members and a Majority of Common Members), and not exercise any dissenter’s rights or rights to seek an appraisal under Delaware law in connection with such conversion, and (c) execute all agreements, documents and instruments required by the Management Board (provided such agreements, documents and instruments have been approved by a Majority of Preferred Members and a Majority of Common Members), consistent with this Section. Each Member (other than a Majority of Preferred Members and the Majority of Common Members that approved the conversion) hereby grants the Management Board an irrevocable power of attorney to take, on behalf of such Member, the actions required of such Member under this Section.
Cooperation of Members. (1) Each member shall provide AMRO with relevant information and assistance as may reasonably be required for its surveillance and other activities provided for under Article 3 to the extent permissible under its applicable laws and regulations. Members shall be under no obligation to provide information in such detail that the affairs of individuals or corporations are disclosed.
(2) Each member shall cooperate with AMRO in good faith in AMRO’s surveillance and other activities provided for under Article 3.
