Deliveries of the Members Sample Clauses

Deliveries of the Members. (a) At or prior to the Closing, each Member shall deliver to Parent: (i) this Agreement executed by such Member. (ii) certificates representing the Units owned by such Member, if such Units have been certificated, and duly related transfer powers.
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Deliveries of the Members. At the Closing, the Members will execute and deliver or cause to be executed and delivered to NovaMed: (a) the Amended and Restated Operating Agreement of the Company, in the form attached hereto as Exhibit 7.3(a) (the “Operating Agreement”); (b) an Assignment of Limited Liability Company Interest (the “Assignment of Purchased Interests”), in the form substantially in the form attached hereto as Exhibit 7.3(b), pursuant to which each of the Members shall assign their applicable amount of the Purchased Interests to NovaMed. (c) a certificate of the Secretary of the Company as to (i) copies of resolutions of its Board of Manager and each of the Members authorizing the execution, delivery and performance of this Agreement and the Transaction Documents and authorizing and approving the plan freeze and post-Closing termination described in Section 6.3(c) hereof.; (ii) a Certificate of Good Standing issued by the Michigan Department of Labor & Economic Growth Bureau of Commercial Services; (iii) its existing Operating Agreement in place immediately prior to the Closing; (iv) incumbency and specimen signatures with respect to its officers executing this Agreement and the applicable Transaction Documents; and (v) its Articles of Organization, as amended, certified by the Michigan Department of Labor & Economic Growth Bureau of Commercial Services. (d) any required third party consents, filings, and certificates from the Company or any third party (including, any Governmental Authority) relating to the transfer of the Purchased Interests, including without limitation, all consents from the State of Michigan regarding the transfer of all Permits and licenses relating to the ownership and operation of the Facility, and copies of all written consents obtained in connection with the Assumed Contracts; (e) an Estoppel and Consent Agreement between Kalamazoo Physicians Realty Company, LLC (the “Landlord”) and the Company for the Leased Real Property, substantially in the form of attached Exhibit 7.3(e) (“Consent Agreement”), duly executed by the Landlord; (f) a duly executed Termination Agreement between the Company and ASCOA, pursuant to which the management agreement entered by and between the Company and ASCOA shall be terminated, substantially in the form of attached Exhibit 7.3(f); (g) resignations of the members of the Board of Managers and officer(s) of the Company; (h) all applicable documentation releasing Liens (except with respect to the Bank Debt) covering, c...
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Deliveries of the Members. Concurrently herewith, the Members are delivering to the Parent this Agreement executed by the Members. Upon the Closing, this Agreement shall constitute a duly executed share transfer power for transfer by the Members of their Membership Interests to the Parent (which Agreement shall constitute a limited power of attorney in the Parent or any officer thereof to effectuate any Share transfers as may be required under applicable law, including, without limitation, recording such transfer in the share registry maintained by the Company for such purpose).
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Deliveries of the Members. (a) Concurrently herewith each Member is delivering to the Parent and to the Company this Agreement executed by the Member. (b) At or prior to the Closing, each Member shall deliver to the Parent: (i) evidence representing its Membership Interest; and (ii) a duly executed instrument of transfer for transfer by the Member of its Membership Interest to the Parent.
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Deliveries of the Members. (a) Concurrently herewith the Members are delivering to the Parent this Agreement executed by the Members. (b) At or prior to the Closing, the Members shall deliver to the Parent: (i) This Agreement, executed by the Members (ii) this Agreement which shall constitute a duly executed share transfer power for transfer by the Members of their Company Interests to the Parent (which Agreement shall constitute a limited power of attorney in the Parent or any officer thereof to effectuate any Share transfers as may be required under applicable law, including, without limitation, recording such transfer in the share registry maintained by the Company for such purpose).
Sample 1
Deliveries of the Members. The Members shall deliver to Parent and to Company this Agreement duly executed by each Member.
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Deliveries of the Members. Unless such deliveries are waived by Parent, in whole or in part, at Closing as a further condition thereof, at or prior to the Closing, the Company shall deliver to the Parent: (a) this Agreement executed by all of the Members as such Members are constituted on the date of Closing; (executed counterparts hereof by each of the Assignees (as defined below) or original subscribers for the Company Membership Interests (or their designees reasonably acceptable to Parent); (b) a certificate executed by each Member confirming the accuracy of each of the representations and warranties herein as of the Closing Date, stating that such persons shall be the only owners of the Interests (or any other ownership interest of any class or character) of the Company and covering such additional matters as the Parent may request; (c) a fully executed assignment or subscription agreements or other evidence of the ownership of the Membership Interests and that upon Closing such persons shall have the rights to receive the Parent Shares referenced below (the “Assignees”); (d) a Lockup Agreement, substantially in the form attached hereto as Exhibit A executed by the Company, each of its Members and each of the Assignees, which Lockup Agreements may only be released by the Board of Directors of Parent; (e) a certificate certified by an officer of the certifying that, at Closing, the Company shall own and possess valid title to each of the patents and applications set forth on the Company Disclosure Schedule and all of the Intellectual Property Rights.
Sample 1
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Related to Deliveries of the Members

  • Additional Capital Contributions and Issuances of Additional Partnership Interests Except as provided in this Section 4.2 or in Section 4.3, the Partners shall have no right or obligation to make any additional Capital Contributions or loans to the Partnership. The General Partner may contribute additional capital to the Partnership, from time to time, and receive additional Partnership Interests in respect thereof, in the manner contemplated in this Section 4.2.

  • Claims of the Members The Members and former Members shall look solely to the Company’s assets for the return of their Capital Contributions, and if the assets of the Company remaining after payment of or due provision for all debts, liabilities and obligations of the Company are insufficient to return such Capital Contributions, the Members and former Members shall have no recourse against the Company or any other Member.

  • 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 Funds Pending application or distribution, the funds of the Partnership shall be deposited in such bank account or accounts, or invested in such interest-bearing or non-interest bearing investment, including, without limitation, checking and savings accounts, certificates of deposit and time or demand deposits in commercial banks, U.S. government securities and securities guaranteed by U.S. government agencies as shall be designed by the General Partner. Such funds shall not be commingled with funds of any other Person. Withdrawals therefrom shall be made upon such signatures as the General Partner may designate.

  • Meetings of the Members (a) Meetings of the Members may be called upon the written request of any Manager or Member. The call shall state the location of the meeting and the nature of the business to be transacted. Notice of any such meeting shall be given to all Members not less than one (1) Business Day nor more than thirty (30) days prior to the date of such meeting. Members may vote in person, by proxy or by telephone at such meeting and may waive advance notice of such meeting. Whenever the vote or consent of Members is permitted or required under this Agreement, such vote or consent may be given at a meeting of the Members or may be given in accordance with the procedure prescribed in this Section 6.3. (b) Each Member may authorize any Person or Persons to act for it by proxy on all matters in which a Member is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. Every proxy must be signed by the Member or its attorney-in-fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. Every proxy prior to its exercise shall be revocable at the pleasure of the Member executing it. (c) Each meeting of the Members shall be conducted by the Member or Manager calling the meeting. (d) Notwithstanding this Section 6.3, the Company may take any action contemplated under this Agreement as approved by the consent of the Members, such consent to be provided in writing, or by telephone or facsimile, if such telephone conversation or facsimile is followed by a written summary of the telephone conversation or facsimile communication sent by registered or certified mail, postage and charges prepaid, addressed as described in Section 13.1 hereof, or to such other address as such Person may from time to time specify by notice to the Members and the Manager.

  • Members Capital Contributions a) Single-Member Capital Contributions (Applies ONLY if Single-Member): The Member may make such capital contributions (each a “Capital Contribution”) in such amounts and at such times as the Member shall determine. The Member shall not be obligated to make any Capital Contributions. The Member may take distributions of the capital from time to time in accordance with the limitations imposed by the Statutes. b) Multi-Member (Applies ONLY if Multi-Member): The Members have contributed the following capital amounts to the Company as set forth below and are not obligated to make any additional capital contributions:

  • Capital Contributions and Issuance of Partnership Interests Section 5.1

  • 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.

  • Additional Members One or more additional members may be admitted to the Company with the consent of the Member. Prior to the admission of any such additional members to the Company, the Member shall amend this Agreement to make such changes as the Member shall determine to reflect the fact that the Company shall have such additional members. Each additional member shall execute and deliver a supplement or counterpart to this Agreement, as necessary.

  • Capital Contributions of the Partners (a) The General Partner and Initial Limited Partner have made the Capital Contributions as set forth in Exhibit A to this Agreement. (b) To the extent the Partnership acquires any property by the merger of any other Person into the Partnership or the contribution of assets by any other Person, Persons who receive Partnership Interests in exchange for their interests in the Person merging into or contributing assets to the Partnership shall become Partners and shall be deemed to have made Capital Contributions as provided in the applicable merger agreement or contribution agreement and as set forth in Exhibit A, as amended to reflect such deemed Capital Contributions. (c) Each Partner shall own Partnership Units in the amounts set forth for such Partner in Exhibit A and shall have a Percentage Interest in the Partnership as set forth in Exhibit A, which Percentage Interest shall be adjusted in Exhibit A from time to time by the General Partner to the extent necessary to reflect accurately exchanges, additional Capital Contributions, the issuance of additional Partnership Units or similar events having an effect on any Partner’s Percentage Interest. (d) The number of Partnership Units held by the General Partner, in its capacity as general partner, shall be deemed to be the General Partner Interest. (e) Except as provided in Sections 4.2 and 10.5, the Partners shall have no obligation to make any additional Capital Contributions or provide any additional funding to the Partnership (whether in the form of loans, repayments of loans or otherwise) and no Partner shall have any obligation to restore any deficit that may exist in its Capital Account, either upon a liquidation of the Partnership or otherwise.

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