Further consultation Sample Clauses

Further consultation. The Company shall, as soon as reasonably practicable following a request by the Members in general meeting to carry out further consultation in respect of any Proposal for Change, carry out that further consultation.
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Further consultation. The Parties acknowledge and agree that the Company’s purpose and business scope and the Parties’ cooperation as set out in this Contract is based on the current discussions and the Parties’ initial Budget, Business Plan and Financial Model, all attached as SCHEDULE [*]. During the Joint Venture Term, each Party may propose to the other Party changes or amendments to the Company’s purpose, business scope and the Parties’ cooperation set out in this Contract as to achieve economic, managerial or operational efficiencies and the Parties shall discuss such changes in good faith.
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Further consultation. A. FHWA and MassDOT shall convene at least one additional public meeting in Chatham of the Section 106 consulting parties to discuss the sketch plans (25% design phase) and aesthetic details of the proposed new replacement bridge as described in Stipulation I. The sketch plans will show the dimensions and profile of the new bridge but may not show its structural or aesthetic details. FHWA and MassDOT, however, will ensure that more refined computer-generated renderings of the aesthetic details of the proposed bridge are made available to the Section 106 consulting parties and the public prior to the public meeting. FHWA will provide hard copies (11" x 17") or electronic versions of the sketch plans and architectural renderings to each Section 106 consulting party (as each party may prefer) at least fourteen days prior to the public meeting in Chatham. Written comments regarding the sketch plans or renderings may be submitted to FHWA (▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, Division Administrator, Federal Highway Administration, ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇) by the Section 106 consulting parties or the public. FHWA and MassDOT shall review and consider all comments received within fourteen days following the public meeting, before proceeding to final design. B. FHWA shall invite all Section106 consulting parties to the public meeting in Chatham to consult on further refinement of the sketch plans and aesthetic details of the proposed new bridge, regardless of whether or not any of those parties has chosen to sign this MOA. C. Aesthetic details of the proposed new bridge to be discussed at the public meeting in Chatham shall include, but shall not necessarily be limited to, the following: 1. The materials to be used to construct the pier caps on the five concrete-filled steel pipe piers. 2. The design of the stone cladding to be used on the outer elevations of the bascule pier and the wingwalls of the abutments. 3. Whether the existing timber railings along the outer edges of the present bridge’s sidewalks shall be salvaged and reinstalled on the proposed new bridge or shall new timber railings be designed and constructed for installation on the new bridge. 4. The paint color to be used on the steel pipe piers and the steel beams of the bascule span. D. The Section 106 consulting parties public meeting described in this stipulation shall be held in addition to the project’s design public hearing and the NEPA Environmental Assessment public hearing.
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Further consultation. 19.16.1 Additional requirements may be required for all employees engaged under this roster. These requirements will be discussed between the relevant parties via the FCC. 20.1.1 Arrangement of RDOs shall be discussed and agreed upon between the Company and relevant employees having regard to current and future workload in the relevant section or sections concerned. 20.1.2 Such arrangement must provide for maximum flexibility of working patterns and include provision for the rostering of work on an RDO subject to the granting of an alternative RDO or payment at overtime rates if agreed between the individuals concerned and the company. 20.1.3 Where work of less than eight (8) hours is required on an RDO, payment will be made as if that work was required on a Saturday.
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Related to Further consultation

  • Further Cooperation The parties agree that they will, at any time and from time to time after the Closing, upon request by the other and without further consideration, do, perform, execute, acknowledge and deliver all such further acts, deeds, assignments, assumptions, transfers, conveyances, powers of attorney, certificates and assurances as may be reasonably required in order to complete the transactions contemplated by this Agreement or to carry out and perform any undertaking made by the parties hereunder.

  • Necessary Further Actions If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger Sub, then the directors and officers of the Company and Merger Sub as of immediately prior to the Effective Time will take all such lawful and necessary action.

  • Further Agreement The Primary Servicer and the Master Servicer each agree to execute and deliver to the other such reasonable and appropriate additional documents, instruments or agreements as may be necessary or appropriate to effectuate the purposes of this Agreement.

  • Further Action The parties shall execute and deliver all documents, provide all information and take or refrain from taking action as may be necessary or appropriate to achieve the purposes of this Agreement.

  • Further Covenants OPCO and Issuer hereby covenant and agree that: (a) Except upon prior written notice to the Placement Agent, neither OPCO nor Issuer shall, at any time prior to the Final Closing, knowingly take any action which would cause any of the representations and warranties made by it in this Agreement not to be complete and correct in all material respects on and as of the date of each Closing with the same force and effect as if such representations and warranties had been made on and as of each such date (except to the extent any representation or warranty relates to an earlier date). (b) If, at any time prior to the Final Closing, any event shall occur that causes (i) an OPCO Material Adverse Effect or (ii) an Issuer Material Adverse Effect, either of which as a result it becomes necessary to amend or supplement the Memorandum so that the representations and warranties herein remain true and correct in all material respects, or in case it shall be necessary to amend or supplement the Memorandum to comply with Regulation D or any other applicable securities laws or regulations, either OPCO or Issuer, as applicable, will promptly notify the Placement Agent and shall, at its sole cost, prepare and furnish to the Placement Agent copies of appropriate amendments and/or supplements in such quantities as the Placement Agent may reasonably request for delivery by the Placement Agent to potential subscribers. Neither OPCO nor Issuer will at any time before the Final Closing prepare or use any amendment or supplement to the Memorandum of which the Placement Agent will not previously have been advised and furnished with a copy, or which is not in compliance in all material respects with the Act and other applicable securities laws. As soon as OPCO or Issuer is advised thereof, OPCO or Issuer, as applicable, will advise the Placement Agent and its counsel, and confirm the advice in writing, of any order preventing or suspending the use of the Memorandum, or the suspension of any exemption for such qualification or registration thereof for offering in any jurisdiction, or of the institution or threatened institution of any proceedings for any of such purposes, and OPCO and Issuer, as applicable, will use their reasonable best efforts to prevent the issuance of any such order and, if issued, to obtain as soon as reasonably possible the lifting thereof. (c) OPCO and Issuer shall comply with the Act, the Exchange Act and the rules and regulations thereunder, all applicable state securities laws and the rules and regulations thereunder in the states in which OPCO’s Blue Sky counsel has advised the Placement Agent, OPCO and/or Issuer that the Units are qualified or registered for sale or exempt from such qualification or registration, so as to permit the continuance of the sales of the Units, and will file or cause to be filed with the SEC, and shall promptly thereafter forward or cause to be forwarded to the Placement Agent, any and all reports on Form D as are required. (d) Issuer shall use best efforts to qualify the Units for sale under the securities laws of such jurisdictions in the United States as may be mutually agreed to by OPCO, Issuer and the Placement Agent, and Issuer will make or cause to be made such applications and furnish information as may be required for such purposes, provided that Issuer will not be required to qualify as a foreign corporation in any jurisdiction or execute a general consent to service of process. Issuer will, from time to time, prepare and file such statements and reports as are or may be required to continue such qualifications in effect for so long a period as the Placement Agent may reasonably request with respect to the Offering. (e) The Issuer shall place a legend on the certificates representing the Shares, the Preferred Shares, the Conversion Shares, the Exchange Warrants and the Agent Warrants that the securities evidenced thereby have not been registered under the Act or applicable state securities laws, setting forth or referring to the applicable restrictions on transferability and sale of such securities under the Act and applicable state laws. (f) The Company shall apply the net proceeds from the sale of the Units for the purposes substantially as described under the “Use of Proceeds” section of the Memorandum. Except as set forth in the Memorandum, the Company shall not use any of the net proceeds of the Offering to repay indebtedness to officers (other than accrued salaries incurred in the ordinary course of business), directors or stockholders of the Company without the prior written consent of the Placement Agent. (g) During the Offering Period OPCO or Issuer, as applicable, shall afford each prospective purchaser of Units the opportunity to ask questions of and receive answers from an officer of OPCO or Issuer concerning the terms and conditions of the Offering and the opportunity to obtain such other additional information necessary to verify the accuracy of the Memorandum to the extent OPCO or Issuer possesses such information or can acquire it without unreasonable expense. (h) Except with the prior written consent of Aegis, which consent shall not be unreasonably withheld, OPCO and Issuer shall not, at any time prior to the earlier of the Final Closing or the Termination Date, except as contemplated by the Memorandum (i) engage in or commit to engage in any transaction outside the ordinary course of business as described in the Memorandum, (ii) issue, agree to issue or set aside for issuance any securities (debt or equity) or any rights to acquire any such securities; provided that the Company shall be permitted to issue stock options and/or restricted stock units to officers, directors and employees of the Company as described in the Memorandum; and it being acknowledged and agreed that after the Final Closing or Termination Date, the Issuer may issue, in its sole discretion, a number of stock options and/or restricted units in the aggregate in an amount of up to 15% of the fully diluted outstanding shares of the Issuer pursuant to the Issuer’s 2016 Equity Incentive Plan (the “Plan”), (iii) incur, outside the ordinary course of business, any material indebtedness, (iv) dispose of any material assets, (v) make any acquisition or (vi) change its business or operations. (i) OPCO or the Issuer, as applicable, shall pay all reasonable expenses incurred in connection with the preparation and printing of all necessary offering documents and instruments related to the Offering and the issuance of the Shares, the Preferred Shares, the Conversion Shares, the Exchange Warrants and the Agent Warrants and will also pay OPCO’s and the Issuer’s own expenses for accounting fees, legal fees and other costs involved with the Offering (provided that OPCO shall not be responsible for the legal fees of Issuer for the period prior to the First Closing other than the $25,000 previously paid to the Placement Agent’s counsel). OPCO will provide at its own expense such quantities of the Memorandum and other documents and instruments relating to the Offering as the Placement Agent may reasonably request. All Blue Sky filings related to this Offering shall be prepared by OPCO’s counsel, on behalf of the Issuer, at OPCO’s expense, with copies of all filings to be promptly forwarded to the Placement Agent. Further, as promptly as practicable after the Final Closing, the Company shall prepare, at its own expense, velobound “closing binders” relating to the Offering and will distribute one such binder to each of the Placement Agent and its counsel. (j) Until the earlier of the Termination Date or the Final Closing, neither OPCO nor Issuer nor any person or entity acting on such persons’ behalf will negotiate with any other placement agent or underwriter with respect to a private offering of such entity’s debt or equity securities. Neither OPCO nor Issuer nor anyone acting on such persons’ behalf will, until the earlier of the Termination Date or the Final Closing, without the prior written consent of the Placement Agent, offer for sale to, or solicit offers to subscribe for Units from, or otherwise approach or negotiate in respect thereof with, any other person.