Members Agreement Controls Sample Clauses

Members Agreement Controls. (a) The provisions of these bylaws are intended to be consistent with the Second Amended and Restated Members Agreement among the corporation and its members (the “Members Agreement”). In the event of an inconsistency between these bylaws and the Members Agreement, the Board of Directors and the Members shall take any steps necessary to ensure that the Members Agreement controls. In the event that (i) the bylaws are silent on a matter that is addressed by the Members Agreement, and (ii) the Members Agreement is not consistent with the Wisconsin Nonstock Corporation Law on such matter but the Wisconsin Nonstock Corporation Law would otherwise allow the bylaws to control such matter, then these bylaws shall be deemed to contain provisions consistent with the Members Agreement such that the Members Agreement will control over the default provisions of the Wisconsin Nonstock Corporation Law.
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Members Agreement Controls. The provisions of these bylaws are intended to be consistent with the Members Agreement between GHS, UHC and the corporation. In the event of an inconsistency between these bylaws and the Members Agreement between GHS, UHC and the corporation, the Board of Directors and the Members shall take such steps to ensure that the Members Agreement between GHS, UHC and the corporation controls. In the event that (i) the bylaws are silent on a matter that is addressed by the Members Agreement between GHS, UHC and the corporation, and (ii) the Members Agreement between GHS, UHC and the corporation is not consistent with the Wisconsin Nonstock Corporation Law on such matter but the Wisconsin Nonstock Corporation Law would otherwise allow the bylaws to control such matter, then these bylaws shall be deemed to contain provisions consistent with the Members Agreement between GHS, UHC and the corporation such that the Members Agreement between GHS, UHC and the corporation will control over the default provisions of the Wisconsin Nonstock Corporation Law. Exhibit A Membership Rights Member Membership Rights Xxxxxxxxx Lutheran Health System, Inc. 25 University Health Care, Inc. 75 Total 100 EXHIBIT C FORM OF RELATED AGREEMENTS See attached. Exhibit C-1 Management Agreement (Unity) EXECUTION VERSION MANAGEMENT AGREEMENT This Management Agreement (the “Agreement”) is made and entered into on , 2016 (“Effective Date”) by and between SPWI TPA, Inc. d/b/a Quartz, a Wisconsin for-profit corporation (“Quartz”), and Unity Health Plans Insurance Corporation, a Wisconsin stock insurance corporation (“Unity”) (each, a “Party,” and collectively, “Parties”), with reference to the following background:
Sample 1

Related to Members Agreement Controls

  • Shareholders Agreement For so long as the ratio of the number of the Equity Securities owned by the Star Group on a fully diluted basis divided by the number of the Equity Securities owned by the Investor Group on a fully diluted basis is at least 0.6, the Guarantor may not take any of the actions set forth in schedule II of the Shareholders’ Agreement without the prior written approval of Star. For the purpose of this clause “on a fully diluted basis” means taking into account any shares issued or issuable under warrants, options and convertible instruments (or other equity equivalents).

  • Agreement Controls In the event that any term of any of the Loan Documents other than this Agreement conflicts with any express term of this Agreement, the terms and provisions of this Agreement shall control to the extent of such conflict.

  • Controlling Agreement To the extent the terms of this Agreement (as amended, supplemented, restated or otherwise modified from time to time) directly conflicts with a provision in the Merger Agreement, the terms of this Agreement shall control.

  • Audit Controls P. Contractor agrees to an annual system security review by the County to assure that systems processing and/or storing Medi-Cal PII are secure. This includes audits and keeping records for a period of at least three (3) years. A routine procedure for system review to catch unauthorized access to Medi-Cal PII shall be established by the Contractor.

  • Variation of Management Agreement The State and the Company agree to vary the Management Agreement by:-

  • Membership Agreement Membership in USA Gymnastics is a privilege and may be (i) denied, withheld, or non-renewed at any time by USA Gymnastics and/or (ii) suspended or terminated in accordance with USA Gymnastics’ bylaws, policies and standards. You agree that USA Gymnastics has the right to deny, withhold, non-renew, suspend or terminate your membership if you engage in any sexual misconduct, or if USA Gymnastics has reason to believe you pose a threat to the safety of athletes or other members. You have read, understand and agree to be bound by this Agreement, the USA Gymnastics bylaws, Safe Sport Policy, SafeSport Investigation & Resolution Procedures, and Code of Ethical Conduct. You are bound by all safe sport rules, policies and procedures whether published by USA Gymnastics or the U.S. Center for Safe Sport (“Center”), as well as all applicable state, federal, and local laws, including applicable criminal laws. You consent to the jurisdiction of the Center. Any discipline imposed by the Center or USA Gymnastics extends to your participation in all aspects of the Olympic Movement. You agree that any disciplinary measure, whether interim or final, whether imposed before or after the date of this Agreement, whether expired or in effect, may be posted on our website or otherwise publicly published and may include information identifying you and describing the misconduct alleged. You authorize USA Gymnastics and its members to disclose, in good faith, any information or honestly held opinions about you, including without limitation any membership records, USA Gymnastics SafeSport or Center information, or other disciplinary information, with any current or potential employer of yours. You further agree that USA Gymnastics may disclose any information provided by, or about, you as USA Gymnastics determines is reasonably necessary to comply with any law, regulation, legal process, or any request by any governmental body or agency, the Center, or the United States Olympic and Paralympic Committee (“USOPC”). TO THE MAXIMUM EXTENT ALLOWED BY LAW, YOU FOREVER RELEASE AND DISCHARGE USA GYMNASTICS AND/OR ITS MEMBERS FROM ANY AND ALL LOSS, LIABILITY, DAMAGE OR CLAIM OF ANY KIND OR NATURE, WHETHER KNOWN OR UNKNOWN, WHETHER IN LAW OR IN EQUITY, WHETHER NOW EXISTING OR ACCRUING IN THE FUTURE, ARISING OUT OF OR IN CONNECTION WITH ANY INFORMATION OR OPINIONS DISCLOSED IN ACCORDANCE WITH THIS SECTION.

  • Paper Document Controls In order to comply with the following paper document controls, the Contractor agrees to:

  • Planning agreement under the Act The parties agree that this Agreement is a planning agreement governed by Section 7.4 and Subdivision 2 of Division 7.1 of Part 7 of the Act.

  • AGREEMENT MANAGEMENT A. Contractor may change Project Manager but the Energy Commission reserves the right to approve any substitution of the Project Manager.

  • Cooperation Agreement At the Closing, PCC and Buyer shall, and PCC shall cause PCC Parent to, execute and deliver the Cooperation Agreement pursuant to which Buyer, PCC Parent and PCC shall provide each other certain information and other assistance in connection with the collection, administration and/or satisfaction of certain of the Retained Liabilities.

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