Future Members Sample Clauses

Future Members. Any school district which was not a party to this agreement may join the Roughrider Education Services Program by complying with the following:
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Future Members. If additional entities wish to join with the other PARTIES by entering into this Agreement and participating in the Program, the PARTIES will determine an appropriate method of calculating a “buy-in” cost to be paid by the new entity wishing to become a member. This buy-in cost shall at a minimum include: a. The full amount the new entity would have paid, if it had entered into the “Interim Memorandum of Agreement Regarding Development of a Regional Storm Water NPDES Permit” as of July 1, 2001, and, b. An amount to account for the delay in making payment, calculated using the Consumer Price Index or some other method deemed appropriate by the Participants Group. EXHIBIT “B” BUDGET AND COST-SHARING
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Future Members. If an entity at a future date becomes a Member, such entity shall be deemed a party and shall be bound by the terms of this Agreement as if it were a party and signator to this Agreement. Any new Member or Member of a Subgroup shall provide to the Parent a statement setting forth all tax attributes carried over to the REC Group by the new Member including, without limitation, the amount of any net operating losses, net capital losses and investment credit carryforwards, as well as the identity of all elections made by or on behalf of such new Member. Anything in this Agreement to the contrary notwithstanding, any Member which is not a signator to this Agreement shall also be deemed a party and shall be bound by the terms of this Agreement notwithstanding that all or a portion of the obligations of such party shall be borne by the Group Agent of the respective Group of which the Member is a member.
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Future Members. The Company shall require each Person (including each Permitted Excluded Transferee) that acquires Securities of the Company after the date of this Agreement (a "Future Member"), as a condition to the effectiveness of such acquisition or Transfer, to execute a counterpart to this Agreement, agreeing to be treated as (i) an Investor, if such Person acquires such Securities from an Investor or is already an Investor, or (ii) an Other Member, if such Person acquires such Securities from an Other Member or acquires Securities directly from the Company, whereupon such Person shall be bound by, and entitled to the benefits of, the provisions of this Agreement relating to Investors or Other Members, as the case may be.
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Future Members. While the Company will initially consist of a sole Member, Mike Xxxxxx, xxis Agreement has been written in contemplation that there will be multiple Members of the Company shortly after the formation of the Company.
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Future Members. Any municipality may become a member of the ISC as follows: (a) A municipality shall submit a written request for membership signed by the chief executive officer of the said municipality and duly attested indicating the names of the officials proposed as representatives to the ISC. (b) Upon receipt of the written request for membership, the member Municipalities of the ISC shall vote on the request and if affirmative action is taken by a majority of the said member Municipalities, the Secretary of the ISC shall forward an ISC membership agreement to the requesting municipality for appropriate execution. Upon execution by the requesting municipality, the said municipality shall forward the Agreement, together with the Ordinance of that Municipality approving the said Membership Agreement, to the ISC for execution by the President and Secretary of the ISC. Thereafter, upon compliance with the cost sharing provisions set forth in Paragraph 5, the requesting municipality shall become a voting member Municipality of the ISC. The ISC and the Municipalities shall not be required to undertake any other action with regard to admittance of any additional municipalities other than such action as set forth herein. (c) Notwithstanding any provisions contained herein to the contrary, the ISC may permit Non-MS4 urbanized municipalities to join the ISC upon the terms and conditions deemed appropriate to the ISC. All requests for membership by non- urbanized municipalities shall indicate whether such municipality desires being admitted as other than a Percentage Allocated Municipality. (d) Upon membership of any future municipality, said municipality shall have the rights and responsibilities as set forth in this Agreement.
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Future Members. This project may be expanded in the future to include other counties. The Host and Participating Members must agree to the addition of new Participating Member Counties, subject to approval by the appropriate county boards and with required paperwork submitted to the Department of Human Services. New Members will be held to the same requirements, policies, governance, financial obligations, and duties for all other matters as they relate to this Agreement. New Members will be incorporated into this written Agreement and into all other legal documents related to this project via an amendment to this Agreement.
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Related to Future Members

  • 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.

  • VOTES OF MEMBERS On the show of hands every Member present in person shall have one vote. On a poll every Member present in person or by proxy shall have one vote.

  • Other Members The Holding Company may offer the Offer Shares, if any, remaining after the Subscription Offering, in the Community Offering on a priority basis to natural persons and trusts of natural persons residing within Fayette, Washington and Xxxxxxxxxxxx Counties in the Commonwealth of Pennsylvania; then to the Mid-Tier Holding Company’s public stockholders at the Voting Record Date, and then to the general public. In the event a Community Offering is held, it may be held at any time during or immediately after the Subscription Offering. Depending on market conditions, Offer Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may be offered in the Syndicated Community Offering to selected members of the general public through a syndicate of registered broker-dealers (“Assisting Brokers”) that are members of the Financial Industry Regulatory Authority (“FINRA”) managed by Stifel as the sole book running manager. It is acknowledged that the number of Offer Shares to be sold in the Offering may be increased or decreased as described in the Prospectus (as hereinafter defined); that the purchase of the Offer Shares in the Offering is subject to maximum and minimum purchase limitations as described in the Plan and the Prospectus; and that the Holding Company may reject, in whole or in part, any subscription received in the Community Offering and Syndicated Community Offering. All funds received from investors in the Subscription Offering and Community Offering will be deposited in or transmitted to a segregated account at the Bank by 12:00 pm on the business day following receipt of the funds, and all funds received from investors in the Syndicated Community Offering will be deposited by 12:00 pm on the business day following receipt of the funds. The Holding Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a Registration Statement on Form S-1 (File No. 333-165437) in order to register the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and the regulations promulgated thereunder (the “1933 Act Regulations”), and has filed such amendments thereto as have been required to the date hereof (the “Registration Statement”). The prospectus, as amended, included in the Registration Statement at the time it initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the 1933 Act Regulations differing from the prospectus included in the Registration Statement at the time it initially becomes effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission and shall include any supplements and amendments thereto from and after their dates of effectiveness or use, respectively. In the event the Holding Company is unable to reach the minimum of the offering range and the Office of Thrift Supervision approves other arrangements for the offering, the Holding Company will submit a post-effective amendment with the Securities and Exchange Commission and the Financial Industry Regulatory Authority must review and approve such other arrangements. In connection with the Conversion, the MHC filed with the OTS an application for conversion to a stock company (together with any other required ancillary applications and/or notices and amendments thereto, the “Conversion Application”) as required by the OTS in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Parts 575 and 563b (collectively with the HOLA, the “Conversion Regulations”). The Holding Company has also filed with the OTS its application on Form H-(e)1-S (together with any interim merger applications and any other required ancillary applications and/or notices and amendments thereto, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” Concurrently with the execution of this Agreement, the Holding Company is delivering to the Agent copies of the Prospectus dated May 14, 2010 to be used in the Subscription Offering and Community Offering (if any), and, if necessary, will deliver copies of the Prospectus and any prospectus supplement for use in a Syndicated Community Offering.

  • New Members No person may be admitted as a member of the Company without the approval of the Member.

  • Initial Members The initial members of the LLC, their initial capital contributions, and their percentage interest in the LLC are: Initial Percentage Interest Capital Members in LLC Contribution

  • New Partners No person shall be admitted as a Partner of the Partnership except with the consent of all the Partners who shall determine the terms and conditions upon which such admission is to be effective.

  • Substitute Members No Member shall have the right to substitute a transferee of all or any part of such Member’s Units in its place, except as provided in this Article 11. Any such transferee of Unit(s) (whether pursuant to a voluntary or involuntary Transfer) shall be admitted to the Company as a Substitute Member only (i) with the consent of the Manager granted at its sole discretion, (ii) by satisfying the requirements of this Article 11, and (iii) upon the receipt of all necessary consents of governmental and regulatory authorities. Persons who become Substitute Members pursuant to Article 11.5 need not comply with clause (i) of the preceding sentence. Each transferee of all or part of a Member's Membership Units, as a condition to its admission as a Substitute Member, shall execute and acknowledge such instruments, in form and substance satisfactory to the Manager, as the Manager reasonably deems necessary or desirable to effectuate such admission and to confirm the agreement of such person to be bound by all the terms and provisions of this Agreement with respect to the Membership Units acquired. All reasonable expenses, including attorneys’ fees, incurred by the Company in this connection shall be borne by such person.

  • Dissenting Shareholders Any holder of shares of Seller Common Stock who perfects such holder’s dissenter’s rights, if applicable and available, in accordance with and as contemplated by Article 13 of the GBCC and has not effectively withdrawn or lost such right as of the Effective Time shall be entitled to receive from the Surviving Company the value of such shares in cash as determined pursuant to such provision of Law (any shareholder duly making such demand being hereinafter called a “Dissenting Shareholder”); provided, that no such payment shall be made to any such Dissenting Shareholder unless and until such Dissenting Shareholder has complied with the applicable provisions of the GBCC and surrendered to Seller the certificate or certificates representing the shares for which payment is being made. Seller shall give Buyer prompt notice upon receipt by Seller of any such demands for payment of the fair value of such shares of Seller Common Stock and of withdrawals of such notice and any other instruments provided pursuant to applicable Law, and Buyer shall have the right to participate in all negotiations and proceedings with respect to any such demands. Seller shall not, except with the prior written consent of Buyer, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands, or waive any failure to timely deliver a written demand for appraisal or the taking of any other action as may be necessary to perfect dissenter’s rights. In the event that after the Effective Time a Dissenting Shareholder of Seller fails to perfect, or effectively withdraws or loses, such holder’s right to appraisal of and payment for such holder’s shares, the Surviving Company shall issue and deliver the Merger Consideration to which such holder of shares of Seller Common Stock is entitled under Section 3.1 (without interest) upon a proper surrender by such holder of the certificate or certificates representing the shares of Seller Common Stock held by such holder subject to the procedures in Article 4.

  • Interest Holders The Administrative Agent may treat each Lender, or the Person designated in the last notice filed with the Administrative Agent, as the holder of all of the interests of such Lender in its portion of the Loans and in its Note until written notice of transfer, signed by such Lender (or the Person designated in the last notice filed with the Administrative Agent) and by the Person designated in such written notice of transfer, in form and substance satisfactory to the Administrative Agent, shall have been filed with the Administrative Agent.

  • Admission of Members Other persons may be admitted as Members from time to time pursuant to the provisions of this Agreement.

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