Formation, Name and Continuation Sample Clauses

Formation, Name and Continuation. The name of the LLC is "Xxxxxxxxx Delaware Holding Company, LLC." The LLC's business will be conducted with reference to its affiliation with WTC as the Board designates from time to time and may be conducted under any other name or names the Board designates from time to time. The parties hereto enter into this Agreement pursuant to the provisions of the Delaware Act and for the purposes described herein. The rights and liabilities of the Members shall be as provided in the Delaware Act for members, except as provided herein. The name, mailing address, initial capital contribution and Membership Points of each Member shall be listed on Schedule 1 hereto. The LLC's Secretary shall update any schedule from time to time necessary to reflect accurately the information therein. Any amendment or revision to a schedule made in accordance with this Agreement shall not be deemed an amendment hereto. Any reference in this Agreement to a "schedule" shall be deemed to be a reference to a schedule hereto as amended and in effect from time to time, unless expressly noted otherwise.
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Formation, Name and Continuation. This Agreement supersedes and replaces the Original LLC Agreement, as amended and restated, in its entirety and the Original LLC Agreement, as amended and restated, shall henceforth have no effect as of and from the date hereof. The name of the Company heretofore formed and continued hereby is Xxxxxx Xxxxxxxxx XxXxxxx, LLC. The business of the Company may also be conducted under any other name or names designated by the Board from time to time. The parties hereto agree to continue the Company and enter into this Agreement, and do hereby continue the Company and enter into this Agreement, pursuant to the provisions of the Delaware Act and for the purposes hereinafter described and agree that the rights and liabilities of the Members shall be as provided in the Delaware Act for members except as provided herein. The name, mailing address, initial capital contribution and Membership Points of each Member shall be listed on Schedule 2. The Secretary of the Company shall update any Schedule from time to time as necessary to accurately reflect the information therein. Any amendment or revision to a Schedule made in accordance with this Agreement shall not be deemed an amendment to this Agreement. Any reference in this Agreement to a Schedule shall be deemed to be a reference to such Schedule as amended and in effect from time to time.
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Formation, Name and Continuation. This Agreement supersedes and replaces the Original LLC Agreement in its entirety and the Original LLC Agreement shall henceforth have no effect as of and from the date hereof. The name of the LLC heretofore formed and continued hereby is Roxbury Capital Management, LLC. The business of the LLC may also be conducted under any other name or names designated by the Board from time to time. The parties hereto agree to continue the LLC and enter into this Agreement, and do hereby continue the LLC and enter into this Agreement, pursuant to the provisions of the Delaware Act and for the purposes hereinafter described. Upon the execution of this Agreement or a counterpart of this Agreement, WTI shall be admitted to the LLC as a Member. The name, mailing address, initial capital contribution and Membership Points of each Member shall be listed on Schedule 1. The Secretary of the LLC shall update any Schedule from time to time as necessary to accurately reflect the information required to be contained therein. Any amendment or revision to a Schedule made in accordance with this Agreement shall not be deemed an amendment to this Agreement. Any reference in this Agreement to a Schedule shall be deemed to be a reference to such Schedule as amended and in effect from time to time.
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Related to Formation, Name and Continuation

  • Formation and Continuation (a) The Company was formed upon the issuance by the Secretary of State of the Certificate for the Company. This Agreement shall be effective at the time of such filing. Xxxxxxxx X. Xxxxxx is hereby designated as an authorized person, within the meaning of the Act, to execute, deliver and file such certificate of formation, and any action taken prior to the execution of this Agreement in connection therewith by any such person is hereby ratified and confirmed. In addition, Xxxxxx Xxx is designated as an authorized person within the meaning of the Act. The Management Directors may designate any person to be an authorized person, within the meaning of the Act.

  • Term and Continuation This Agreement shall take effect as of the date hereof, and shall remain in effect, unless sooner terminated as provided herein, until September 30, 2003, and shall continue thereafter on an annual basis with respect to each Series, provided that such continuance is specifically approved at least annually (a) by the vote of a majority of the Board, or (b) by vote of a majority of the outstanding voting securities of the Series, and provided continuance is also approved by the vote of a majority of the Board who are not parties to this Agreement or "interested persons" (as defined in the 1940 Act) of the Fund, cast in person at a meeting called for the xxxxxxx of voting on such approval. This Agreement may be terminated at any time, without the payment of any penalty with respect to the entire Fund or only with respect to one or more Series thereof: (a) by the Fund at any time with respect to the services provided by the Administrator by vote of (1) a majority of the Board members who are not "interested persons" (as such term is defined in the 1940 Act) of the Fund, or (2) a majority of the outstanding voting shares of the Fund or, with respect to a particular Series, by vote of a majority of the outstanding voting shares of such Series, on 60 days' written notice to the Administrator; and (b) by the Administrator on or after September 30, 2003, without the payment of any penalty, upon 60 days' written notice to the Fund.

  • Benefit Continuation You and your then eligible dependents shall continue to be covered by and participate in the group health and dental care plans (collectively, “Health Plans”) of the Company (at the Company’s cost) in which you participated, or were eligible to participate, immediately prior to the Date of Termination through the end of the Benefit Continuation Period; provided, however, that any medical or dental welfare benefit otherwise receivable by you hereunder shall be reduced to the extent that you become covered under a group health or dental care plan providing comparable medical and health benefits. You shall be eligible to participate in such Health Plans on terms that are at least as favorable as those in effect immediately prior to the Date of Termination. However, in the event that the terms of the Company’s Health Plans do not permit you to participate in those plans (other than pursuant to an election under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”)), in lieu of your and your eligible dependent’s coverage and participation under the Company’s Health Plans, the Company shall pay to you within fifteen (15) calendar days after the effective date of the Waiver and Release a lump sum equal to two (2) times your monthly COBRA premium amount for the number of months remaining in the Benefit Continuation Period. In addition, for the purposes of coverage under COBRA, your COBRA event date will be the date of loss of coverage described in this paragraph above.

  • Reinstatement and Continuation of Agreement If any Senior Priority Agent or Senior Priority Creditor is required in any Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of any Credit Party or any other Person any payment made in satisfaction of all or any portion of the Senior Priority Obligations (a “Senior Priority Recovery”), then the Senior Priority Obligations shall be reinstated to the extent of such Senior Priority Recovery. If this Agreement shall have been terminated prior to such Senior Priority Recovery, this Agreement shall be reinstated in full force and effect in the event of such Senior Priority Recovery, and such prior termination shall not diminish, release, discharge, impair, or otherwise affect the obligations of the Parties from such date of reinstatement. All rights, interests, agreements, and obligations of each Agent, each Senior Priority Creditor, and each Junior Priority Creditor under this Agreement shall remain in full force and effect and shall continue irrespective of the commencement of, or any discharge, confirmation, conversion, or dismissal of, any Insolvency Proceeding by or against any Credit Party or any other circumstance which otherwise might constitute a defense available to, or a discharge of, any Credit Party in respect of the Senior Priority Obligations or the Junior Priority Obligations. No priority or right of any Senior Priority Secured Party shall at any time be prejudiced or impaired in any way by any act or failure to act on the part of any Borrower or any Guarantor or by the noncompliance by any Person with the terms, provisions, or covenants of any of the Senior Priority Documents, regardless of any knowledge thereof which any Senior Priority Secured Party may have.

  • Conversion and Continuation (i) Borrower may elect from time to time, subject to the other provisions of this Section 2.11, to convert all or any part of a ratable Advance into any other type of Advance; provided that any conversion of a ratable LIBOR Advance shall be made on, and only on, the last day of the LIBOR Interest Period applicable thereto.

  • Conversion and Continuation Procedures (a) Subject to Section 2.2.1, the Company may, upon irrevocable written notice to the Administrative Agent in accordance with clause (b) below:

  • Continuation of Company The resignation, withdrawal, expulsion, insolvency or dissolution of the Member or the occurrence of any event that terminates the continued membership of the Member shall not, in and of itself, cause the Company to be dissolved or its affairs to be wound up, and upon the occurrence of any such event, the Company shall, to the fullest extent permitted by law, be continued without dissolution as permitted by this Agreement and the Act. In the event the Member’s interest in the Company is terminated, provisions herein requiring the vote or consent of the Member shall no longer apply.

  • Conversion and Continuation Elections (a) The Company may, upon irrevocable written notice to the Agent in accordance with subsection 2.4(b):

  • Continuation of Business Neither the Transfer of any Partnership Interest pursuant to Article 8 hereof nor the bankruptcy or withdrawal of a Partner shall cause the dissolution or termination of the Partnership or have any effect upon the continuance of the Partnership business. No Partner shall have a right to withdraw from the Partnership or to abandon any Partnership Interest.

  • Acknowledgment and Consent to Bail-In of EEA Financial Institutions Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

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