Governance of the District Sample Clauses

Governance of the District. (a) The Developer and any successor in title to the Property, in their role as an entity that can designate authorized representatives to serve on the District’s Board of Directors, shall cause the District to be governed in accordance with the CID Act and all other applicable laws. The Developer, as an owner of real property in the District, will authorize the appointment to the District’s Board of Directors of two persons designated by the City who meet all other qualifications to serve on the District’s Board of Directors, by designating such persons as its authorized representatives for the purpose of serving on the District’s Board of Directors. (b) The District shall engage a qualified District administrator and a qualified legal counsel to assist in managing the operations of the District and ensuring compliance with applicable laws. (c) If the City authorizes the issuance of any bonds, notes or other obligations, the City shall have the right to designate bond counsel and a financial advisor for such obligations. (d) The District shall promptly dissolve after all District Project Costs have been reimbursed to the Developer (or if bonds, notes or other obligations have been issued, once all such bonds, notes or other obligations have been repaid). (e) Subject to the provisions of Section 3.01 hereof and any applicable cure period, the District shall promptly dissolve unless each of the following occur: (1) by January 1, 2022, the Developer provides the City and the District with an executed lease agreement providing for occupancy by December 31, 2022 of a grocery store occupying at least 25,000 square feet and acceptable to the Board of Aldermen in its sole and absolute discretion (the “Approved Store”); and (2) by December 31, 2022, the Approved Store must open for business within the District; and (3) before the Approved Store opens for business within the District, (A) the Developer constructs an accessway to Xxxxxx Road acceptable to the City in the City’s reasonable discretion and (B) the Developer obtains and the City approves an agreement providing cross- access to the property on which Xxxxx Xxxxxxxxxx’x is located.
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Governance of the District. The Parties acknowledge that under the terms of the Formation Ordinance and the CID Act, the District will be governed by a Board of Directors made up of five representatives of the owners of real property or businesses operating within the real property, who will be appointed by the Mayor with the consent of the City Council. The Developer, as an owner of real property in the District, will authorize the appointment to the CID Board of Directors of two persons designated by the City who meets all other qualifications to serve on the CID Board of Directors, by designating such persons as an authorized representative of the Developer with respect to the CID.
Governance of the District. (a) The District’s Board of Directors shall consist of five (5) members to be appointed by the Mayor with the consent of the Board of Aldermen pursuant to the CID Act, the Petition and the Formation Ordinance. The number of persons constituting the Board of Directors shall not be increased by the District without the consent of both the Developer and the City. (b) Each director must have all of the following characteristics: (i) be a citizen of the United States; (ii) be a Missouri resident for at least one year prior to appointment to the Board of Directors; (iii) be at least eighteen (18) years of age; (iv) be either: (A) an owner as defined in Section 67.1401.2(11) of the CID Act of real property located within the District (or a legally authorized representative thereof); or (B) a business operating within the District (or a legally authorized representative thereof); and (v) except for the City Appointees (defined below), be an employee of the Owners. (c) For so long as the District is in existence, one of the members of the Board of Directors shall be the Mayor and one of the members of the Board of Directors shall be the City Administrator of the City (collectively, the “City Appointees”). The Developer hereby agrees to execute a proxy agreement or adopt a resolution designating the City Appointees as its legally authorized representatives for the limited purpose of qualifying those individuals to act as directors under the CID Act. The Developer shall, with respect to any real property owned by the Developer within the District and sold following execution of this Agreement, require that each sale agreement contain a provision obligating such buyer to comply with the provisions of this section.
Governance of the District. (a) The Parties acknowledge that under the terms of the Formation Ordinance and the CID Act, the District will be governed by a Board of Directors made up of five representatives of the owners of real property or businesses operating within the real property, who will be appointed by the Mayor with the consent of the Board of Aldermen. The Developer, as an owner of real property in the District, will authorize the appointment to the District Board of two persons designated by the City who meet all other qualifications to serve on the District Board, by designating such persons as an authorized representative of the Developer with respect to the District. One of the City’s designees shall satisfy the requirements of Section 67.1451.2
Governance of the District. (a) The Developer and any successor in title to the Property, in their role as an entity that can designate authorized representatives to serve on the District’s Board of Directors, shall cause the District to be governed in accordance with the CID Act and all other applicable laws. The Developer hereby designates the persons who may, from time to time, serve as the Mayor, City Administrator and Finance Officer of the City (or their respective designees) as its authorized representatives for the purpose of serving on the District’s Board of Directors. (b) The District shall engage a qualified District administrator and/or qualified legal counsel to assist in managing the operations of the District and ensuring compliance with applicable laws. (c) If the City authorizes the issuance of any bonds, notes or other obligations, the City shall have the right to designate bond counsel and a financial advisor for such obligations. (d) The District shall promptly dissolve after all District Project Costs have been reimbursed to the Developer (or if bonds, notes or other obligations have been issued, once all such bonds, notes or other obligations have been repaid). (e) Notwithstanding anything to the contrary herein or Ordinance No. , the District shall promptly dissolve upon the occurrence of either of the following: (1) on July 1, 2023, unless prior to such date the Developer provides the City and the District with an executed lease agreement(s) providing for occupancy by December 31, 2023 of: (A) an Aldi, Xxxxxxxx’s, Whole Foods, Trader Xxx’s, or another mainline grocery store acceptable to the Board of Aldermen in its sole and absolute discretion occupying at least 15,000 square feet, or (B) another tenant or tenants acceptable to the Board of Aldermen in its sole and absolute discretion occupying at least 15,000 square feet; and (2) on December 31, 2023, unless prior to such date an Aldi, Xxxxxxxx’s, Whole Foods, Trader Xxx’s, or other tenant or tenants acceptable to the Board of Aldermen in its sole and absolute discretion open for business in Xxxxxx Plaza.
Governance of the District. (a) The District’s Board of Directors shall consist of five (5) members to be appointed by the Mayor with the consent of the Board of Aldermen pursuant to the CID Act, the Petition and the Formation Ordinance. The number of persons constituting the Board of Directors shall not be increased by the District without the consent of both the Developer and the City. (b) Each director must have all of the following characteristics: (i) be a citizen of the United States of America; (ii) be a Missouri resident for at least one year prior to appointment to the Board of Directors; (iii) be at least eighteen (18) years of age; and (iv) be an owner as defined in Section 67.1401.2(11) of the CID Act of real property located within the District (or a legally authorized representative thereof).

Related to Governance of the District

  • Responsibilities of the District 12.1. The District shall examine the documents submitted by the Architect and shall render decisions so as to avoid unreasonable delay in the process of the Architect’s Services. 12.2. The District shall verbally or in writing advise Architect if the District becomes aware of any fault or defect in the Project, including any errors, omissions or inconsistencies in the Architect’s documents. Failure to provide such notice shall not relieve Architect of its responsibility therefore, if any. 12.3. Unless the District and Architect agree that a hazardous materials consultant shall be a Consultant of the Architect, the District shall furnish the services of a hazardous material consultant or other consultants when such services are requested in writing by Architect and deemed necessary by the District or are requested by the District. These services shall include: asbestos and lead paint survey; abatement documentation; and specifications related to said matters, which are to be incorporated into bid documents prepared by Architect. If the hazardous materials consultant is furnished by the District and is not a Consultant of the Architect, the specifications shall include a note to the effect that the hazardous materials consultant’s specifications are included in the Architect’s bid documents for the District’s convenience and have not been prepared or reviewed by the Architect. The note shall also direct questions about the hazardous materials consultant’s specifications related to asbestos and lead paint survey and/or abatement documentation to the preparer of the hazardous materials consultant’s specifications.

  • Duties of the Distributor (a) The Distributor agrees to serve as the principal underwriter of the Funds in connection with the review and approval of all Purchase and Redemption Orders of Creation Units of each Fund by Authorized Participants that have executed an Authorized Participant Agreement with the Distributor and Transfer Agent/ Index Receipt Agent. Nothing herein shall affect or limit the right and ability of the Transfer Agent/ Index Receipt Agent to accept Fund Securities, Deposit Securities, and related Cash Components through or outside the Clearing Process, and as provided in and in accordance with the Registration Statement and Prospectus. The Trust acknowledges that the Distributor shall not be obligated to approve any certain number of orders for Creation Units. (b) The Distributor agrees to use commercially reasonable efforts to provide the following services to the Trust with respect to the continuous distribution of Creation Units of each Fund: (i) at the request of the Trust, the Distributor shall enter into Authorized Participant Agreements between and among Authorized Participants, the Distributor and the Transfer Agent/Index Receipt Agent, for the purchase and redemption of Creation Units of the Funds, (ii) the Distributor shall approve and maintain copies of confirmations of Creation Unit purchase and redemption order acceptances; (iii) upon request, the Distributor will make available copies of the Prospectus to purchasers of such Creation Units and, upon request, the Statement of Additional Information; and (iv) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer Agent. (c) The Distributor shall ensure that all direct requests to Distributor for Prospectuses, Statements of Additional Information, product descriptions and periodic fund reports, as applicable, are fulfilled. (d) The Distributor agrees to make available, at the Trust’s request, one or more members of its staff to attend, either via telephone or in person, Board meetings of the Trust in order to provide information with regard to the Distributor’s services hereunder and for such other purposes as may be requested by the Board of Trustees of the Trust. (e) Distributor shall review and approve, prior to use, all Trust marketing materials (“Marketing Materials”) for compliance with SEC and FINRA advertising rules, and will file all Marketing Materials required to filed with FINRA. The Distributor agrees to furnish to the Trust’s investment adviser any comments provided by FINRA with respect to such materials. (f) The Distributor shall not offer any Shares and shall not approve any creation or redemption order hereunder if and so long as the effectiveness of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of the 1933 Act is not on file with the SEC; provided, however, that nothing contained in this paragraph shall in any way restrict or have any application to or bearing upon the Trust’s obligation to redeem or repurchase any Shares from any shareholder in accordance with provisions of the Prospectus or Registration Statement. (g) The Distributor shall work with the Index Receipt Agent to review and approve orders placed by Authorized Participants and transmitted to the Index Receipt Agent. (h) The Distributor agrees to maintain, and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, such records as are required to be maintained by Rule 31a-1(d) under the 1940 Act. The Distributor agrees that all records which it maintains pursuant to the 1940 Act for the Trust shall at all times remain the property of the Trust, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request; provided, however, that Distributor may retain all such records required to be maintained by Distributor pursuant to applicable FINRA or SEC rules and regulations. (j) The Distributor agrees to maintain compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 of the 0000 Xxx) with respect to the Distributor’s services under this Agreement, and to provide any and all information with respect to the Compliance Program, including without limitation, information and certifications with respect to material violations of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Trust’s Chief Compliance Officer or Board of Trustees.

  • Services and Duties of the Distributor A. The Distributor agrees to sell Shares on a best efforts basis as agent for the Trust upon the terms and at the current offering price (plus sales charge, if any) described in the Prospectus. As used in this Agreement, the term “Prospectus” shall mean the current prospectus, including the statement of additional information, as both may be amended or supplemented, relating to the Fund and included in the currently effective registration statement (the “Registration Statement”) of the Trust filed under the Securities Act of 1933, as amended (the “1933 Act”) and the 1940 Act. The Trust shall in all cases receive the net asset value per Share on all sales. If a sales charge is in effect, the Distributor shall remit the sales charge (or portion thereof) to broker-dealers who have sold Shares, as described in Section 2(G), below. In no event shall the Distributor be entitled to all or any portion of such sales charge. B. During the continuous public offering of Shares, the Distributor will hold itself available to receive orders, satisfactory to the Distributor, for the purchase of Shares and will accept such orders on behalf of the Trust. Such purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus. C. The Distributor, with the operational assistance of the Trust’s transfer agent, shall make Shares available for sale and redemption through the National Securities Clearing Corporation’s Fund/SERV System. D. The Distributor acknowledges and agrees that it is not authorized to provide any information or make any representations other than as contained in the Prospectus and any sales literature specifically approved by the Trust. E. The Distributor agrees to cooperate with the Trust or its agent in the development of all proposed advertisements and sales literature relating to the Fund. The Distributor agrees to review all proposed advertisements and sales literature for compliance with applicable laws and regulations, and shall file with appropriate regulators those advertisements and sales literature it believes are in compliance with such laws and regulations. The Distributor agrees to furnish to the Trust any comments provided by regulators with respect to such materials and to use its best efforts to obtain the approval of the regulators to such materials. F. The Distributor, at its sole discretion, may repurchase Shares offered for sale by shareholders of the Fund. Repurchase of Shares by the Distributor shall be at the price determined in accordance with, and in the manner set forth in, the Prospectus. At the end of each business day, the Distributor shall notify the Trust and its transfer agent, by any appropriate means, of the orders for repurchase of Shares received by the Distributor since the last report, the amount to be paid for such Shares and the identity of the shareholders offering Shares for repurchase. The Trust reserves the right to suspend such repurchase right upon written notice to the Distributor. The Distributor further agrees to act as agent for the Trust to receive and transmit promptly to the Trust’s transfer agent, shareholder requests for redemption of Shares. G. The Distributor may, in its discretion, enter into agreements with such qualified broker-dealers as it may select, in order that such broker-dealers also may sell Shares of the Fund. The form of any dealer agreement shall be approved by the Trust. To the extent there is a sales charge in effect, the Distributor shall pay the applicable sales charge (or portion thereof), or allow a discount, to the selling broker-dealer, as described in the Prospectus. H. The Distributor shall devote its best efforts to effect sales of Shares of the Fund but shall not be obligated to sell any certain number of Shares. I. The Distributor shall prepare reports for the Board regarding its activities under this Agreement as from time to time shall be reasonably requested by the Board, including reports regarding the use of any 12b-1 payments received by the Distributor. J. The Distributor agrees to advise the Trust promptly in writing of the initiation of any proceedings against it by the SEC or its staff, the NASD or any state regulatory authority. K. The Distributor shall monitor amounts paid under Rule 12b-1 plans and pursuant to sales loads to ensure compliance with applicable NASD rules.

  • Maintenance of Office The Borrower will maintain its chief executive office at 00000 Xxxxxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxxx Xxxxx, Xxxxxxxx, 00000, or at such other place in the United States of America as the Borrower shall designate upon prior written notice to the Agent and the Banks, where notices, presentations and demands to or upon the Borrower in respect of the Loan Documents may be given or made.

  • Maintenance of Offices Agencies and Transfer Books by the Depositary; Registrar. Upon execution of this Deposit Agreement, the Depositary shall maintain at the Depositary's office facilities for the execution and delivery, registration and registration of transfer, surrender and exchange of Receipts, and at the offices of the Depositary's Agents, if any, facilities for the delivery, registration of transfer, surrender and exchange of Receipts, all in accordance with the provisions of this Deposit Agreement. The Depositary shall keep books at the Depositary's Office for the registration and registration of transfer of Receipts, which books during normal business hours shall be open for inspection by the record holders of Receipts; provided that any such holder requesting to exercise such right shall certify to the Depositary that such inspection shall be for a proper purpose reasonably related to such person's interest as an owner of Depositary Shares evidenced by the Receipts. The Depositary may close such books, at any time or from time to time, when deemed expedient by it in connection with the performance of its duties hereunder. The Depositary may, with the approval of the Company, appoint a Registrar for registration of the Receipts or the Depositary Shares evidenced thereby. If the Receipts or the Depositary Shares evidenced thereby or the Stock represented by such Depositary Shares shall be listed on one or more national securities exchanges, the Depositary will appoint a Registrar (acceptable to the Company) for registration of such Receipts or Depositary Shares in accordance with any requirements of such exchange. Such Registrar (which may be the Depositary if so permitted by the requirements of any such exchange) may be removed and a substitute registrar appointed by the Depositary upon the request or with the approval of the Company. If the Receipts, such Depositary Shares or such Stock are listed on one or more other stock exchanges, the Depositary will, at the request and at the expense of the Company, arrange such facilities for the delivery, registration, registration of transfer, surrender and exchange of such Receipts, such Depositary Shares or such Stock as may be required by law or applicable securities exchange regulation. The Depositary may from time to time appoint Depositary's Agents to act in any respect for the Depositary for the purposes of this Deposit Agreement and may at any time appoint additional Depositary's Agents and vary or terminate the appointment of such Depositary's Agents. The Depositary will notify the Company of any such action.

  • Maintenance of Corporate Separateness Each Borrower will cause each of its Unrestricted Subsidiaries to satisfy customary corporate formalities, including, as applicable, the holding of regular board of directors’ and shareholders’ meetings or action by directors or shareholders without a meeting and the maintenance of corporate offices and records. No Borrower nor any of its Subsidiaries shall make any payment to a creditor of any Unrestricted Subsidiary in respect of any liability of any Unrestricted Subsidiary except pursuant to any guaranty given by such Borrower or Subsidiary to such creditor pursuant to Section 9.04(xiv), and no bank account or similar account of any Unrestricted Subsidiary shall be commingled with any bank account or similar account of Silgan or any of its Subsidiaries. Any financial statements distributed to any creditors of any Unrestricted Subsidiary shall clearly establish or indicate the corporate separateness of such Unrestricted Subsidiary from Silgan and its Subsidiaries. Finally, neither Silgan nor any of its Subsidiaries shall take any action, or conduct its affairs in a manner, which is likely to result in the corporate existence of Silgan or any of its Subsidiaries or Unrestricted Subsidiaries being ignored, or in the assets and liabilities of Silgan or any of its Subsidiaries being substantively consolidated with those of any other such Person or any Unrestricted Subsidiary in a bankruptcy, reorganization or other insolvency proceeding.

  • Executive Office; Maintenance of Offices The Seller shall give Ally Auto written notice within ten (10) days of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement. The Seller shall at all times maintain each office from which it originates Receivables and its principal executive office within the United States of America.

  • Appointment of the Distributor (a) Each Fund hereby appoints the Distributor as the principal underwriter and distributor of the Fund to sell Shares to the public on the terms set forth in this Agreement and that Fund's prospectus and the Distributor hereby accepts such appointment and agrees to act hereunder. Each Fund, during the term of this Agreement, shall sell Shares to the Distributor upon the terms and conditions set forth herein. (b) The Distributor agrees to purchase Shares, as principal for its own account, from each Fund and to sell Shares as principal to investors, and securities dealers, including Xxxx Xxxxxx Xxxxxxxx Inc. ("DWR"), an affiliate of the Distributor, upon the terms described herein and in that Fund's prospectus (the "Prospectus") and statement of additional information included in the Fund's registration statement (the "Registration Statement") most recently filed from time to time with the Securities and Exchange Commission (the "SEC") and effective under the Securities Act of 1933, as amended (the "1933 Act"), and the 1940 Act or as the Prospectus may be otherwise amended or supplemented and filed with the SEC pursuant to Rule 497 under the 1933 Act.

  • of the Discipline The Local Church acknowledges that the Annual Conference has no control over the voting approval of the voting delegates and the voting approval is subject to the will and voting of the body. Should either of the above conditions not occur, this Disaffiliation Agreement shall immediately become null and void.

  • Maintenance of Office and Register by the Depositary Until termination of this Deposit Agreement in accordance with its terms, the Depositary shall maintain facilities for the delivery, registration of transfers and surrender of American Depositary Shares in accordance with the provisions of this Deposit Agreement. The Depositary shall keep a register of all Owners and all outstanding American Depositary Shares, which shall be open for inspection by the Owners at the Depositary’s Office during regular business hours, but only for the purpose of communicating with Owners regarding the business of the Company or a matter related to this Deposit Agreement or the American Depositary Shares. The Depositary may close the register for delivery, registration of transfer or surrender for the purpose of withdrawal from time to time as provided in Section 2.6. If any American Depositary Shares are listed on one or more stock exchanges, the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars for registration of those American Depositary Shares in accordance with any requirements of that exchange or those exchanges. The Company shall have the right, at all reasonable times, upon written request, to inspect transfer and registration records of the Depositary, the Registrar and any co-transfer agents or co-registrars and to require them to supply, at the Company’s expense (unless otherwise agreed in writing between the Company and the Depositary) copies of such portions of their records as the Company may reasonably request.

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