Election to Not Participate Sample Clauses

Election to Not Participate. Notwithstanding Section 3.5(a) hereof, any Participant whose representative or alternate has voted against any matter requiring a Joint Venture Expense to be funded by the Participants under Sections 11.1(c) and 11.1(e) hereof may, within 10 days after the date of such approval by the Management Committee, give notice to the other Participants that it does not wish to pay its Cost Share thereof. If a Participant (“Non-Contributing Participant”) gives such notice within such period, it shall not be entitled or obliged to pay its Cost Share of such Joint Venture Expense and if the other Participants proceed with such matter and pay the Joint Venture Expense in respect of it either pro rata in proportion to their Participating Interests or otherwise as agreed between them, then the Participating Interests of the Non-contributing Participant and the other Participants shall be adjusted in accordance with Section 7.1(b) hereof. If a Participant fails to give such notice within such period, it shall be deemed to have agreed to pay its Cost Share of such Joint Venture Expense in accordance with the terms of this Agreement. For greater certainty this Section 11.2 may not be relied upon or invoked by MPV or otherwise relieve MPV from its obligations to pay MPV Expenses or with respect to its funding obligations as they relate to the 2009 Feasibility Study.
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Election to Not Participate. (i) If Oaktree elects to not participate in an Acquisition Opportunity by (x) its Committee Members not unanimously voting to approve such Acquisition Opportunity at an Operating Committee Meeting called for the purpose of voting on such Acquisition Opportunity or (y) delivering to DGOC a Rejection Notice in accordance with Section 4.1(c)(i), then: (A) if such Acquisition Opportunity constitutes a First Identified Business Opportunity, no member of the Oaktree Group shall directly or indirectly acquire any interest in the Acquisition Assets related to such Acquisition Opportunity for a period of one (1) year after the date of such Operating Committee Meeting or Rejection Notice, as applicable, and upon a breach by the Oaktree Group of this restriction: (1) the DGOC Group shall have the right to acquire from the applicable member(s) of the Oaktree Group the DGOC Initial Interest in such Acquisition Assets, effective as of the date on which such Person(s) acquired such interest in such Acquisition Assets, by paying an amount equal to 45% of the aggregate consideration which such Person(s) paid therefor, without prejudice to any other remedies of the DGOC Group available at law or in equity, and (2) such Acquisition Assets shall not be considered part of any Acquisition Tranche for any purposes hereof; provided that, notwithstanding the foregoing, this Section 4.1(e)(i)(A) shall not restrict any member of the Oaktree Group from providing direct or indirect equity or debt financing to any Person in respect of such Acquisition Opportunity so long as, based on such investment, the Oaktree Group does not Control such Person, and such financing activities shall not, and shall not be deemed to, constitute a breach of this Section 4.1(e)(i)(A); and (B) so long as DGOC did not elect to not participate in such Acquisition Opportunity by not approving such Acquisition Opportunity at the applicable Operating Committee Meeting and subject to Section 4.1(e)(iii), DGOC or any other member of the DGOC Group may elect in its sole discretion to proceed with such Acquisition Opportunity for its own account, in which case (1) such Acquisition Assets shall constitute Excluded Assets and (2) none of Oaktree or any of its Affiliates shall have any right (including any right to acquire, or to participate in the acquisition of), interest or expectancy of any kind with respect to such Acquisition Assets under this Agreement or otherwise; provided, that notwithstanding the foregoing a...
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Related to Election to Not Participate

  • Election to Participate Participation in the DROP program is irrevocable once an employee begins participation. An employee who wishes to participate in the DROP shall complete and sign such application form or forms as shall be required by the Macomb County Board of Commissioners. Such application shall be reviewed by the Human Resources Department within a reasonable time period and make a determination as to the member’s eligibility for participation in the DROP. On the date upon which the member’s participation in the DROP shall be effective, he/she shall be considered to be a DROP participant and shall cease to be an active member of the Macomb County Employees Retirement System. The amount of credited service, multiplier and final average compensation shall be fixed as of the employee’s DROP date. When an employee’s Final Average Compensation is calculated, any retroactive wages provided shall be counted as if the retroactive wages were paid to the employee when the wages were earned, not when they were received by the employee. Increases or decreases in compensation during DROP participation will not be factored into retirement benefits of active or former DROP participants. DROP participants accrue no service time credit for retirement purposes pursuant to the Macomb County Employees Retirement System. Upon execution of this agreement by the UAW, Xxxxx 000, Xxxx 00 and the County of Macomb, employees who are represented by the UAW, Xxxxx 000, Xxxx 00 and who qualify for DROP participation may file the appropriate application forms with an effective DROP date no sooner than (Expressly contingent upon ratification by the Full Board of Commissioners on December 15, 2005) January 1, 2006.

  • Right to Monitor and Participate An Indemnitee that does not conduct and control the defense of any Third-Party Claim, or an Indemnifying Party that has failed to elect to defend any Third-Party Claim as contemplated hereby, nevertheless shall have the right to employ separate counsel (including local counsel as necessary) of its own choosing to monitor and participate in (but not control) the defense of any Third-Party Claim for which it is a potential Indemnitee or Indemnifying Party, but the fees and expenses of such counsel shall be at the expense of such Indemnitee or Indemnifying Party, as the case may be, and the provisions of Section 4.5(c) shall not apply to such fees and expenses. Notwithstanding the foregoing, but subject to Sections 6.7 and 6.8, such Party shall cooperate with the Party entitled to conduct and control the defense of such Third-Party Claim in such defense and make available to the controlling Party, at the non-controlling Party’s expense, all witnesses, information and materials in such Party’s possession or under such Party’s control relating thereto as are reasonably required by the controlling Party. In addition to the foregoing, if any Indemnitee shall in good faith determine that such Indemnitee and the Indemnifying Party have actual or potential differing defenses or conflicts of interest between them that make joint representation inappropriate, then the Indemnitee shall have the right to employ separate counsel (including local counsel as necessary) and to participate in (but not control) the defense, compromise, or settlement thereof, and the Indemnifying Party shall bear the reasonable fees and expenses of such counsel for all Indemnitees.

  • Eligibility to Participate An employee eligible to participate in the State Employee Group Insurance Program, as described in Sections 2A and 2B, may participate in open enrollment. In addition, a person in the following categories may, as allowed in section 5D1 above, make certain changes: (1) a former employee or dependent on continuation coverage, as described in Section 2D, may change plans or add coverage for health and/or dental plans on the same basis as active employees; and (2) an early retiree, prior to becoming eligible for Medicare, may change health and/or dental plans as agreed to for active employees, but may not add dependent coverage.

  • Right to Participate The indemnified party agrees to afford the indemnifying party and its counsel the opportunity to be present at, and to participate in, conferences with all persons, including Governmental Authorities, asserting any Indemnity Claim against the indemnified party or conferences with representatives of or counsel for such persons.

  • Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion First Tier Participants: a. The prospective first tier participant certifies to the best of its knowledge and belief, that it and its principals: (1) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participating in covered transactions by any Federal department or agency; (2) Have not within a three-year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State or local) transaction or contract under a public transaction; violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; (3) Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State or local) with commission of any of the offenses enumerated in paragraph (a)(2) of this certification; and (4) Have not within a three-year period preceding this application/proposal had one or more public transactions (Federal, State or local) terminated for cause or default. b. Where the prospective participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal.

  • FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate.) TO: VERADIGM INC. The undersigned hereby irrevocably elects to exercise ______ Rights represented by this Rights Certificate to purchase the shares of Preferred Stock issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that certificates for such shares (or other securities) be issued in the name of and delivered to: Please insert social security or other identifying number: ______________________ ________________________________________________________________ (Please print name and address) ________________________________________________________________ If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number: ______________________ (Please print name and address) _________________________________________________________________ Dated: ______________, _______ Signature Signature Guaranteed:

  • Election The President, the Treasurer and the Secretary shall be elected annually by the Trustees. Other officers, if any, may be elected or appointed by the Trustees at any time. Vacancies in any office may be filled at any time.

  • Initial Election The Director shall make an initial deferral election under this Agreement by filing with the Company a signed Election Form within 30 days after the Effective Date of this Agreement. The Election Form shall set forth the amount of Fees to be deferred and shall be effective to defer only Fees earned after the date the Election Form is received by the Company.

  • Eligibility and Participation An individual is deemed an “Eligible Employee” and, therefore, eligible to participate in the Plan if he or she is a member of the Company’s Management Team at the time of such individual’s termination of employment with the Company, and such employment terminates due to an event which constitutes a Qualifying Termination.

  • Right to Participate in Defense Without limiting Section 10.3.2(a), any Indemnified Party shall be entitled to participate in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall be at the Indemnified Party's own expense unless (i) the employment thereof has been specifically authorized by the indemnifying Party in writing or (ii) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 10.3.2 (a) (in which case the Indemnified Party shall control the defense).

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