Initial Consolidation Sample Clauses

Initial Consolidation. The MRCC shall institute a limited, one time only “grandfather clause” that may grant DBE certification to firms currently certified by agencies that administer programs under the USDOT and 49 CFR Part 26. Those agencies are MoDOT, City of St. Louis, KCATA, and the City of Kansas City. This does not include firms certified as a DBE, MBE or WBE by any city, state, federal agency, or any other entity who does not comply with 49 CFR Part 26, as determined by the MRCC. If any agency that does not currently certify DBE firms under 49 CFR Part 26 or any other program, wishes to participate in the MRCC, the MRCC Partners must approve its participation in the same manner as required for reciprocity with other regional UCPs. The agreement must be amended to reflect the addition of the agency and the responsibilities. Each UCP Partner must present a list of their certified firms in alphabetical order that shall become part of the initial UCP database. Information on each firm should include address, telephone number, fax number, e-mail address, website address, and owner’s name(s). This list must be submitted in hard copy format and via electronically on an Excel spreadsheet. A master list of all certified firms will be generated and electronic and hard copies distributed to each UCP Partner. Each UCP Partner shall also present a list of pending firms (firms that have submitted application for certification but the partner has not completed its certification review). The MRCC shall hold the consolidation meeting, in which a majority of the MRCC members is needed for a quorum. The MRCC may elect a Chairperson to conduct the grandfathering process. The grandfathering process is not intended to be burdensome and any additional certification reviews shall be evenly distributed among the members. Any firms that are not certified with all agencies, or any firm in which a MRCC Partner challenges in writing, will be reviewed in order to determine continued eligibility under 49 CFR Part 26. The MRCC operates as the entity to determine whether the challenging agency has met the burden of proof for removal of certification. Any written challenge must be submitted to each MRCC representative and the firm being challenged within 10 working days of the consolidation meeting. The notice must include the specific grounds asserted for removal of DBE eligibility contained in 49 CFR Part 26. The notice to the challenged firm must be sent by certified mail. The MRCC will set a date to ...
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Initial Consolidation. New Bank shall consolidate with and into Texas National (the resulting bank being herein referred to as the "First Surviving Bank") as of the Initial Consolidation Effective Time, as defined in Section 6.2, under the charter and Articles of Association of Texas National, as determined by the Office of the Comptroller of the Currency ("OCC"), and each of the outstanding shares of common stock of New Bank shall and without any action on the part of Bancshares be canceled and be converted into shares of common stock of the First Surviving Bank. The shares of common stock of the First Surviving Bank into which such New Bank common stock is converted shall represent ownership of 100% of the issued and outstanding capital stock of the First Surviving Bank, all of which shall be owned by Bancshares.
Sample 1
Initial Consolidation. New Bank shall be merged with and into Sunbelt (the resulting bank being herein referred to as the "First Surviving Bank") as of the effective time of the Initial Consolidation under the charter and Articles of Association of Sunbelt, as determined by the Office of the Comptroller of the Currency ("OCC"), and each of the outstanding shares of common stock of New Bank shall and without any action on the part of Bancshares or Delaware-Company be canceled and be converted into shares of common stock of the First Surviving Bank. The shares of common stock of the First Surviving Bank into which such New Bank common stock is converted shall represent ownership of 100% of the issued and outstanding capital stock of the First Surviving Bank, all of which shall be owned by Bancshares or Delaware-Company.
Sample 1
Initial Consolidation. Subject to the terms and conditions set forth in the Agreement, on the Effective Date, New Bank shall be consolidated with and into Sunbelt, with Sunbelt as the First Surviving Bank, under the charter and Articles of Association of Sunbelt, as determined by the OCC, and each of the outstanding shares of common stock of New Bank shall and without any action on the part of Bancshares be canceled and be converted into shares of common stock of the First Surviving Bank. The shares of common stock of the First Surviving Bank into which such New Bank common stock is converted shall represent ownership of 100% of the issued and outstanding capital stock of the First Surviving Bank, all of which shall be owned by Bancshares.
Sample 1
Initial Consolidation. On the terms and subject to the conditions contained in this Agreement and the Agreement and Plan of Consolidation to be entered into between Baytown and Bayshore (the "Consolidation Agreement") and joined in by Bancshares, attached hereto as EXHIBIT "A", a newly formed Texas state interim bank to be formed by Banchsares ("New Bank") shall consolidate with and into Baytown (the resulting bank being herein referred to as the "First Surviving Bank") as of the Initial Consolidation Effective Time, as defined in Section 2.05, under the charter and Articles of Association of Baytown, as determined be the Texas Department of Banking (the "Banking Department") and the Federal Deposit Insurance Corporation (the "FDIC"), and each of the outstanding shares of common stock of New Bank shall and without any action on the part of Bancshares be canceled and be converted into shares of common stock of the First Surviving Bank. The shares of common stock of the First Surviving Bank into which such New Bank common stock is converted shall represent ownership of one hundred percent (100%) of the issued and outstanding capital stock of the First Surviving Bank, all of which shall be owned by Bancshares. SECTION 1.02
Sample 1

Related to Initial Consolidation

  • Non-Consolidation The Borrower shall at all times act in a manner such that each of the assumptions made by Xxxxxxx Xxxx & Xxxxx LLP in their opinion delivered pursuant to Section 3.1(f)(ii) is true and accurate in all material respects. The Borrower shall at all times observe and be in compliance in all material respects with all covenants and requirements in the Borrower LLC Agreement.

  • Merger, Consolidation The Borrower will not, and will not permit or cause any of its Subsidiaries to, liquidate, wind up or dissolve, or enter into any consolidation, merger or other combination, or agree to do any of the foregoing; provided, however, that:

  • Merger, Consolidation, Etc The Company will not consolidate with or merge with any other Person or convey, transfer or lease all or substantially all of its assets in a single transaction or series of transactions to any Person unless:

  • Tax Consolidation File or consent to the filing of any consolidated income tax return with any Person other than Borrowers and Subsidiaries.

  • Merger and Consolidation The Company will not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person, unless:

  • Mergers, Consolidations, Etc The Borrower will not, nor will it permit any of its Subsidiaries to, enter into any transaction of merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), except:

  • Mergers, Consolidations, Sales In the case of any consolidation or merger of the Company with another entity (regardless of whether the Company is the surviving entity), or the sale of all or substantially all of its assets to another entity, or any reorganization or reclassification of the Common Stock or other equity securities of the Company, then, as a condition of such consolidation, merger, sale, reorganization or reclassification, lawful and adequate provision shall be made whereby the Holder shall thereafter have the right to receive upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore purchasable hereunder, such shares of stock, securities or assets (including, without limitation, cash), if any, as may (by virtue of such consolidation, merger, sale, reorganization or reclassification) be issued or payable with respect to or in exchange for a number of outstanding shares of Common Stock equal to the number of shares of Common Stock immediately theretofore so purchasable hereunder had such consolidation, merger, sale, reorganization or reclassification not taken place, and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder to the end that the provisions hereof shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon exercise of this Warrant. The Company shall not effect any such consolidation, merger or sale unless (a) the Company provides the holder hereof with not less than 10 days prior written notice of such consolidation, merger or sale (provided that the failure to give such notice shall not affect the validity of such corporate event), and (b) prior to the consummation thereof, the successor entity (if other than the Company) resulting from consolidation or merger or the entity purchasing such assets assumes, by written instrument, the obligation to deliver to each such holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to acquire.

  • Merger, Consolidation or Sale The Company and each of the Guarantors may consolidate with, or sell, lease or convey all or substantially all of the Company’s or its assets to, or merge with or into, any other entity, provided that the following conditions are met:

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