Member Agreements. Member agrees to use the products and services purchased for its own use and not resell them. Member will permit its wholesalers and distributors to report purchasing data to vendors, and will permit vendors reasonable access to provide information or service materials. Member shall keep the terms of this Agreement and any pricing received confidential. Member authorizes MPPG to complete, sign, and submit on behalf of the Member any enrollment and similar agreements required by the Member’s selected vendors to permit its participation in the vendors’ programs.
Member Agreements. MIDWEST represents that all other Members either have or will be required to enter into identical pool marketing agreements for the marketing of the Co-Products.
Member Agreements. DIRECTV agrees that notwithstanding the actions to terminate the Member Agreements by NRTC, and the Seamless Agreement by DIRECTV, effective on August 31, 2004 (which termination is disputed by Pegasus), from and after September 1, 2004 through the Closing Date or for the period provided by Section 5.4(e), as applicable, DIRECTV will provide Pegasus the services otherwise required to be provided by NRTC to Pegasus as if the Member Agreements and the Seamless Agreement were still in effect (without DIRECTV agreeing to assume any exclusivity obligations) and Pegasus shall continue to comply with the Member Agreements and the Seamless Agreement as if they were still in effect; provided, however, that DIRECTV does not assume any liabilities or obligations of NRTC arising under or related to the Member Agreements. It is expressly acknowledged and agreed that in the event the Asset Purchase Agreement or this Agreement is terminated, nothing in this Section 2.6 shall be construed as amending or modifying the Member Agreements, or as an assumption of the Member Agreements by DIRECTV under Section 15 thereof, and no party will offer evidence or argument about the existence or purpose of this Agreement in any proceeding, action, motion or contested matter before the Bankruptcy Court or any other court relating to the Member Agreements. It is the intent of the parties that their legal relationship return to the status quo as of the time of the signing of this Agreement and no party's legal rights or arguments existing prior to this Agreement will be prejudiced or altered by this Agreement or any action taken pursuant to this Agreement.
Member Agreements. Except as set forth on Schedule 5.8, there are no commitments, undertakings, understandings, proxies or other restrictions to which such Seller is a party or to which the Equity Interests owned by such Seller are subject which directly or indirectly restrict or limit in any manner, or otherwise relate to, the voting, sale or other disposition of such Equity Interests by such Seller or any other Person.
Member Agreements. The term "Member Agreements" means all agreements, documents and other instruments executed and delivered by the Members in connection with the consummation of the transactions contemplated by this Agreement.
Member Agreements. In the event Seller and a Participating Member enter into a Member Agreement where such Member Agreement is developed by Seller or offered to Participating Member on Seller’s form or paper, Seller shall ensure that the terms and conditions offered to Participating Member are consistent with or at least as favorable as the terms and conditions contained herein. ¨ End of Standard Terms and Conditions ¨
Member Agreements. The Member, which hereby seeks to become a “Class M Member” or “Household” Member which will own one share of Class M voting common stock and << >> shares of Class I preferred stock in the Cooperative and is now entitled to be a full member of the Cooperative, agrees to the following:
Member Agreements. Hereafter until the Expiration Time, each Member hereby unconditionally and irrevocably agrees that, at any meeting of the members of Company Holdco, or following the Pre-Closing Restructuring, stockholders of the Company (in each case, including any adjournment or postponement thereof), and in any action by written consent of the members of Company Holdco, or following the Pre-Closing Restructuring, stockholders of Company, requested by the Board of Directors of Company Holdco or the Company or otherwise undertaken as contemplated by the Transactions, including in the form attached as Exhibit A (which written consent shall be delivered as promptly as reasonably practicable, and in any event within three (3) Business Days, after the Registration Statement (as contemplated by the Merger Agreement) has been declared effective under the Securities Act and has been delivered or otherwise made available to the stockholders of Acquiror and the members of Company Holdco), such Member shall, if a meeting is held, appear at the meeting, in person or by proxy, or otherwise cause its Subject Securities to be counted as present thereat for purposes of establishing a quorum, and such Member shall vote or provide consent (or cause to be voted or consented), in person or by proxy, all of its Subject Securities:
(a) to approve and adopt the Merger Agreement and the Transactions (including the Pre-Closing Restructuring);
(b) to authorize and approve (i) the Merger as a SPAC Transaction (as defined in the Company Holdco Operating Agreement) and (ii) the Pre-Closing Restructuring as a Corporate Conversion (as defined in the Company Holdco Operating Agreement), in each case, pursuant to Section 10.11 of the Company Holdco Operating Agreement;
(c) in any other circumstances upon which a consent or other approval is required under the Company Holdco Operating Agreement, the Investment Agreements, or, following the Pre-Closing Restructuring, the certificate of incorporation of the Company, as amended from time to time or otherwise sought with respect to the Merger Agreement or the Transactions, to vote, consent or approve (or cause to be voted, consented or approved) all of such Member’s Subject Securities held at such time in favor thereof;
(d) against and withhold consent with respect to any Acquisition Proposal; and
(e) against any and all other proposals that could reasonably be expected to delay or impair the ability of the Company to consummate the Transactions. Each Membe...
Member Agreements. Not enter into any member agreement, voting agreement, voting trust, irrevocable proxies or any other similar agreement or instrument with respect to any Pledged Collateral.
Member Agreements. Except as contemplated by or disclosed in this Agreement, the Seller is not a party to and has no knowledge of any agreements, written or oral, relating to the acquisition, disposition, registration under the Securities Act, or voting of the membership units of the Company.
