Membership and Participation Sample Clauses

Membership and Participation. Each party will determine its representatives at any meeting of the JLMC to a maximum of 7. Of the Local’s 7 representatives, at least 1 must be appointed from the bargaining unit. Normally, for the Local this representation will include the Local President and the Staff Representative(s), and, for the Employer, the Vice Xxxxxxx and Xxxx of Graduate Studies, the Vice Xxxxxxx (Faculty) and an E/LR Representative. The parties understand and agree that on occasion it may be necessary, due to absence or time constraints, for 1 of the individuals named herein to appoint a designate to attend the JLMC meeting in their place.
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Membership and Participation. Each party will determine its representatives at any meeting of the JLMC to a maximum of
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Membership and Participation. On or as soon as practicable after the Effective Date, the parties will establish a Joint Steering Committee (the “JSC”), comprised of the [ *** ] of each of Ra and Merck, one of whom will be [ *** ]. Each party may replace any of its representatives on the JSC at any time upon written notice to the other party. Each party’s alliance manager will have responsibility for generating JSC meeting schedules and agendas and other administrative matters related to the conduct of JSC meetings, but will not have any decision making authority. A party may invite others of its or its Affiliates’ employees to attend and participate in relevant portions of meetings of the JSC as necessary to facilitate the sharing of information and discussion of any issues related to the Research Operating Plans or performance of the Research Collaboration. A party will notify the other party’s Collaboration Lead in writing if it wishes to invite a Third Party consultant or contractor to attend a JSC meeting. Any such notice will be provided at least five (5) business days prior to the relevant JSC meeting, will identify the Third Party consultant or contractor, and will briefly describe the reasons the requesting party wishes to include such individual at the meeting. The attendance and participation of any such Third Party consultant or contractor will be subject to the prior written consent of the other party (which will not be unreasonably withheld). Any such consent will be conditioned upon the following: (i) the Third Party consultant or contractor is bound by written obligations of confidentiality and non-use to the requesting party that are consistent with the provisions of this Agreement; and (ii) the Third Party consultant or contractor either (1) executes a commitment letter substantially in the form attached hereto as Exhibit 3.2(a), or (2) enters into a suitable confidentiality and non-use agreement with the consenting party. The parties’ respective alliance managers will be responsible for ensuring compliance with the foregoing.
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Membership and Participation. The Core Group shall initially be comprised of the Owner, Architect and CM/GC, as represented by Owner’s Representative, the Architect's Representative, and the CM/GC's Representative, respectively. This initial Core Group may invite others to become members of the Core Group and may also remove added members from the Core Group. Meetings of the Core Group shall be facilitated by a member of the Core Group selected from time-to-time by the Core Group. The Core Group may invite others to attend (on a non-voting basis) meetings of the Core Group. Each Core Group member shall ensure that its Core Group representative attends all Core Group meetings and fulfills his or her responsibilities as a Core Group member. The Core Group may approve any member's designation of an alternate representative. Any proposed replacement of a Core Group representative shall be subject to the Core Group's approval, not to be unreasonably withheld or delayed.
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Membership and Participation. Each party will determine its representatives at any meeting of the JLMC to a maximum of seven. Normally for the Union this representation will include the Local President and the Staff Representative, and, for the University, the Xxxx of Graduate Studies (or designate), the Associate Vice-President Academic (or designate) and the Director, Employee/Labour Relations. The JLMC will meet in September, November, January, March, May and July of each year or by mutual agreement. The dates for these meetings will be determined by the parties at the preceding meeting. Meetings will normally be for two hours. Each party will appoint a Co-Chair. The Co-Chairs will alternate in the role of Chair, meeting by meeting. The Co-Chairs will exchange agenda items two weeks prior to each meeting and issue an agreed Agenda one week prior to each meeting. Background materials which may accompany an agenda item will be made available one week prior to the meeting for which they pertain. With time permitting, and the consent of those in attendance, additional items may be added to an agenda. Items shall be presented by the parties in alternating sequence, beginning with the union.
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Membership and Participation. The governing bodies of the parties to this Agreement shall each nominate one primary representative and one alternate representative to the Regional Planning Commission for the Northwest Transportation Planning Region, who shall attend all meetings of the Regional Planning Commission. If the primary or alternate representative are both unable to make the meeting, voting rights may be transferred to another attendee of their choosing, providing that attendee is not voting for any other local government agency, and that the administrative staff of the RPC is notified at least 24 hours in advance of the meeting.
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Membership and Participation. PERCENTAGES The names, addresses and Participation Percentage of each of the Members are as follows: Names and Addresses Participation Percentage Global Realty Development Corp 51% 11550 Heron Bay Boulevard Suite 200 Xxxxx Xxxxxxx, Xxxxxxx, 00000. Xxx Xxxxxxx 24.5% Mariano Rivera 24.5%
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Membership and Participation. Each party will determine its representatives at any meeting of the JLMC to a maximum of 7. Of the Local’s 7 representatives, 1 may be appointed from the bargaining unit. Normally, for the Local this representation will include the Local President and the Staff Representative(s), and, for the Employer, the Associate Vice-President Xxxxxxx and Xxxx of Graduate Studies, the Associate Vice-President Xxxxxxx Academic (Faculty) and the Associate Director, Employee/Labour Relations and/or E/LR Representative. The parties understand and agree th at on occasion it may be necessary, due to absence or time constraints, for one of the individuals named herein to appoint a designate to attend the JLMC meeting in his/her their place.
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Membership and Participation. The active and voting membership of this corporation shall at all times consist of and be confined to active members in good standing of Post with eligibility to, acquisition of, suspension from, and discontinuance of membership being in accordance with the National Charter and Bylaws of the Veterans of Foreign Wars of the United States.
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Related to Membership and Participation

  • Eligibility and Participation An individual is deemed an “Eligible Employee” and, therefore, eligible to participate in the Plan if he or she is a member of the Company’s Management Team at the time of such individual’s termination of employment with the Company, and such employment terminates due to an event which constitutes a Qualifying Termination.

  • General Partner Participation The General Partner agrees that all business activities of the General Partner, including activities pertaining to the acquisition, development or ownership of any Asset shall be conducted through the Partnership or one or more Subsidiary Partnerships; provided, however, that the General Partner is allowed to make a direct acquisition, but if and only if, such acquisition is made in connection with the issuance of Additional Securities, which direct acquisition and issuance have been approved and determined to be in the best interests of the General Partner and the Partnership by a majority of the Independent Directors.

  • Company Participation Subject to Section B.5, the Company shall not be liable to indemnify the Indemnitee under this Agreement with regard to any judicial action if the Company was not given a reasonable and timely opportunity, at its expense, to participate in the defense, conduct and/or settlement of such action.

  • Assignment and Participation (a) Except as explicitly set forth in Sections 2.1 and 2.2, Borrower may not sell, assign or transfer any interest in the Loan Documents or any portion thereof (including Borrower’s rights, title, interests, remedies, powers and duties hereunder and thereunder). (b) Lender and each assignee of all or a portion of the Loan shall have the right from time to time in its discretion to sell one or more of the Notes or any interest therein (an “Assignment”) and/or sell a participation interest in one or more of the Notes (a “Participation”). Borrower agrees reasonably to cooperate with Lender, at Lender’s request, in order to effectuate any such Assignment or Participation. In the case of an Assignment, (i) each assignee shall have, to the extent of such Assignment, the rights, benefits and obligations of the assigning Lender as a “Lender” hereunder and under the other Loan Documents, (ii) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to an Assignment, relinquish its rights and be released from its obligations under this Agreement, and (iii) one Lender shall at all times serve as agent for all Lenders and shall be the sole Lender to whom notices, requests and other communications shall be addressed and the sole party authorized to grant or withhold consents hereunder on behalf of the Lenders (subject, in each case, to appointment of a Servicer, pursuant to Section 9.22, to receive such notices, requests and other communications and/or to grant or withhold consents or waivers or give notices, as the case may be) and to be the sole Lender to designate the account to which payments shall be made by Borrower to the Lenders hereunder (and Borrower may fully rely thereon, notwithstanding any contrary notice from any other Lender), and (iv) any assigning Lender that no longer holds any portion of the Loan shall deliver any Collateral held by it as Lender to the other Lenders or their custodian and, if reasonably requested by Borrower, shall deliver notices (prepared by Borrower and reasonably satisfactory to such assigning Lender) to Tenants and/or the Cash Management Bank confirming such assignment. Xxxxxxx Xxxxx Mortgage Company or, upon the appointment of a Servicer, such Servicer, shall maintain, or cause to be maintained, as agent for Borrower, a register on which it shall enter the name or names of the registered owner or owners from time to time of the Notes. Borrower agrees that upon effectiveness of any Assignment of any Note in part, Borrower will promptly provide to the assignor and the assignee separate promissory notes in the amount of their respective interests (but, if applicable, with a notation thereon that it is given in substitution for and replacement of an original Note or any replacement thereof), and otherwise in the form of such Note (and with such other changes as may be reasonably required to reflect that such Note evidences only a portion of the Loan and the provisions of clause (iii) above), upon return of the Note then being replaced. The assigning Lender shall notify in writing each of the other Lenders of any Assignment. Each potential or actual assignee, participant or investor in a Securitization, and each Rating Agency, shall be entitled to receive all information received by Lender under this Agreement. After the effectiveness of any Assignment, the party conveying the Assignment shall provide notice to Borrower and each Lender of the identity and address of the assignee and the amount so assigned. Notwithstanding anything in this Agreement to the contrary, after an Assignment, the assigning Lender (in addition to the assignee) shall continue to have the benefits of any indemnifications contained in this Agreement which such assigning Lender had prior to such assignment with respect to matters occurring prior to the date of such assignment. (c) If, pursuant to this Section 9.7, any interest in this Agreement or any Note is transferred to any transferee that is not a U.S. Person, the transferor Lender shall cause such transferee, concurrently with the effectiveness of such transfer, (i) to furnish to the transferor Lender either Form W-8BEN or Form W-8ECI or any other form in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax on all interest payments hereunder, and (ii) to agree (for the benefit of Lender and Borrower) to provide the transferor Lender a new Form W-8BEN or Form W-8ECI or any forms reasonably requested in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such transferee, and to comply from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemption. (d) Borrower shall bear its own costs and expenses incurred in connection with their compliance with any request by Lender under this Section 9.7. (e) Each Lender hereunder shall be individually and severally (and not jointly) liable for the satisfaction of its obligations hereunder and under the other Loan Documents.

  • Assignments and Participations (a) The provisions of the Loan Documents shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Credit Party (and any attempted assignment or transfer by the Borrower without such consent shall be null and void). Nothing in the Loan Documents, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby, the Related Parties of each Credit Party) any legal or equitable right, remedy or claim under or by reason of any Loan Document. (b) Any Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under the Loan Documents (including all or a portion of its Commitment or obligations in respect of its LC Exposure and the applicable Loans at the time owing to it), provided that (i) except in the case of an assignment to a Lender or an Affiliate or an Approved Fund of a Lender, each of the Borrower, the Administrative Agent and the Issuing Bank must give its prior written consent to such assignment (which consent shall not be unreasonably withheld or delayed)), (ii) except in the case of an assignment to a Lender or an Affiliate or an Approved Fund of a Lender or an assignment of the entire remaining amount of the assigning Lender's Commitment, the amount of the Commitment of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Agreement with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless the Borrower and the Administrative Agent otherwise consent, (iii) no assignments to the Borrower or any of its Affiliates shall be permitted, (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance Agreement together with, unless otherwise agreed by the Administrative Agent, a processing and recordation fee of $3,500, and (v) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire, and provided further, that any consent of the Borrower otherwise required under this paragraph shall not be required if a Default has occurred and is continuing. Subject to

  • Assignment and Participations (a) Subject to the terms of this Section 9.1, any Lender may make an assignment to a Qualified Assignee of, or sell participations in, at any time or times, the Loan Documents, Loans, Letter of Credit Obligations and any Commitment or any portion thereof or interest therein, including any Lender's rights, title, interests, remedies, powers or duties thereunder. Any assignment by a Lender shall: (i) require the consent of Agent (which consent shall not be unreasonably withheld or delayed with respect to a Qualified Assignee) and, so long as no Event of Default has occurred and is then continuing, Borrower (which consent shall not be unreasonably withheld or delayed; provided, that any assignment to Black Diamond Capital Management or any of its Affiliates shall require the consent of Borrower so long as no Event of Default pursuant to Sections 8.1(a)(i), 8.1(a)(ii), 8.1(h) or 8.1(i) has occurred and is then continuing), and the execution of an assignment agreement (an "Assignment Agreement") substantially in the form attached hereto as Exhibit 9.1(a) and otherwise in form and substance reasonably satisfactory to, and acknowledged by, Agent; (ii) be conditioned on such assignee Lender representing to the assigning Lender and Agent that it is purchasing the applicable Loans to be assigned to it for its own account, for investment purposes and not with a view to the distribution thereof; (iii) after giving effect to any such partial assignment, the assignee Lender shall have Commitments in an amount at least equal to $5,000,000 and the assigning Lender shall have retained Commitments in an amount at least equal to $2,500,000; and (iv) include a payment to Agent of an assignment fee of $3,500. In the case of an assignment by a Lender under this Section 9.1, the assignee shall have, to the extent of such assignment, the same rights, benefits and obligations as all (a) have been complied with. Agent hereby agrees to provide Borrower with commercially reasonable prior written notice of any assignment or sale contemplated by this Section 9.1(a), the consummation of which does not require consent of Borrower. (b) Any participation by a Lender of all or any part of its Commitments shall be made with the understanding that all amounts payable by Borrower hereunder shall be determined as if that Lender had not sold such participation, and that the holder of any such participation shall not be entitled to require such Lender to take or omit to take any action hereunder except actions directly affecting (i) any reduction in the principal amount of, or interest rate or Fees payable with respect to, any Loan in which such holder participates, (ii) any extension of the scheduled amortization of the principal amount of any Loan in which such holder participates or the final maturity date thereof, and (iii) any release of all or substantially all of the Collateral (other than in accordance with the terms of this Agreement, the Collateral Documents or the other Loan Documents). Solely for purposes of Sections 1.13, 1.15, 1.16 and 9.8, Borrower acknowledges and agrees that a participation shall give rise to a direct obligation of Borrower to the participant and the participant shall be considered to be a "Lender". Except as set forth in the preceding sentence, neither Borrower nor any other Credit Party shall have any obligation or duty to any participant. Neither Agent nor any Lender (other than the Lender selling a participation) shall have any duty to any participant and may continue to deal solely with the Lender selling a participation as if no such sale had occurred.

  • Right of Participation (a) In addition, for a period commencing on the Closing Date and terminating on the twelve (12) month anniversary of the Closing Date, the Company agrees not to participate in any offer or sale of equity or debt securities (a “Subsequent Financing”) without offering to the Purchasers the opportunity to purchase up to a minimum of 35% of the securities offered in such Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. (b) At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after such Purchaser’s receipt of the Pre-Notice, that such Purchaser is willing to participate in the Subsequent Financing, the amount of such Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such fifth (5th) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) cover, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.10 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.10 plus the aggregate subscription amounts of investors that acquire Preferred Shares for Exchange Securities that are participating in such Subsequent Financing pursuant to participation rights granted to such investors under such agreements that are substantially similar to this Section 4.10.

  • Participation by Holders Each holder of Registrable Securities hereby agrees with each other such holder that no such holder may participate in any underwritten offering hereunder unless such holder (i) agrees to sell such holder's Registrable Securities on the basis provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

  • Joint Participation The parties hereto participated jointly in the negotiation and preparation of this Release, and each party has had the opportunity to obtain the advice of legal counsel and to review and comment upon the Release. Accordingly, it is agreed that no rule of construction shall apply against any party or in favor of any party. This Release shall be construed as if the parties jointly prepared this Release, and any uncertainty or ambiguity shall not be interpreted against one party and in favor of the other.

  • Participation Rights (a) At least 30 days prior to any Transfer of Stockholder Shares which are shares of Preferred Stock by the GTCR Investors, the GTCR Investors shall deliver a written notice (the "PREFERRED SALE NOTICE") to the Company and the other Stockholders (the "NON-GTCR STOCKHOLDERS") specifying in reasonable detail the identity of the prospective transferee(s) and the terms and conditions of the Transfer. The Non-GTCR Stockholders may elect to participate in the contemplated Transfer by delivering written notice to the GTCR Investors within 30 days after delivery of the Preferred Sale Notice. If any Non-GTCR Stockholders have elected to participate in such Transfer, the GTCR Investors and such Non-GTCR Stockholders will be entitled to sell in the contemplated Transfer, at the same price and on the same terms, a number of shares of Preferred Stock equal to the product of (A) the quotient determined by dividing the number of shares of Preferred Stock owned by such Person by the aggregate number of outstanding shares of Preferred Stock owned by the GTCR Investors and the Non-GTCR Stockholders participating in such sale and (B) the number of shares of Preferred Stock to be sold in the contemplated Transfer. (b) At least 30 days prior to any Transfer of Stockholder Shares which are shares of Common Stock by the GTCR Investors, the Bajaj Group or the Xxxxxxxxxx Group (collectively, the "SUBJECT STOCKHOLDERS"), the Subject Stockholder proposing to make such Transfer shall deliver a written notice (the "COMMON SALE NOTICE") to the Company and the other Stockholders (collectively, the "NON-SUBJECT STOCKHOLDERS") specifying in reasonable detail the identity of the prospective transferee(s) and the terms and conditions of the Transfer. The Non-Subject Stockholders may elect to participate in the contemplated Transfer by delivering written notice to the Subject Stockholders within 30 days after delivery of the Common Sale Notice. If any Non-Subject Stockholders have elected to participate in such Transfer, the Subject Stockholders and such Non-Subject Stockholders will be entitled to sell in the contemplated Transfer, at the same price and on the same terms, a number of shares of Common Stock equal to the product of (i) the quotient determined by dividing the number of shares of Common Stock owned by such Person by the aggregate number of outstanding shares of Common Stock owned by the Subject Stockholders and the Non-Subject Stockholders participating in such sale, and (ii) the number of shares of Common Stock to be sold in the contemplated Transfer. For purposes of this SECTION 4(b), if a holder of shares of Class B Preferred elects to participate in the contemplated Transfer, (x) the "number of shares of Common Stock owned" by such holder shall equal the quotient determined by dividing (1) the aggregate liquidation value of the shares of Class B Preferred then owned by such holder (plus all accrued and unpaid dividends thereon), by (2) 81.667% of the consideration per share of Common Stock to be paid to the Subject Stockholders by the prospective transferee(s) in the contemplated Transfer, and (y) "the aggregate number of outstanding shares of Common Stock" shall include the number of shares of Common Stock owned by such holder as calculated pursuant to clause (x) above. (i) The GTCR Investors will use commercially reasonable efforts to obtain the agreement of the prospective transferee(s) to the participation of the Non-GTCR Stockholders in any Transfer contemplated by Section 4(a), and the GTCR Investors will not transfer any of their Stockholder Shares to the prospective transferee(s) unless (A) the prospective transferee(s) agrees to allow the participation of the Non-GTCR Stockholders at the same price and on the same terms, or (B) the GTCR Investors agree to purchase the number of such class of Stockholder Shares from the Non-GTCR Stockholders which the Non-GTCR Stockholders would have been entitled to sell pursuant to SECTION 4(a) for the consideration per share to be paid to the GTCR Investors by the prospective transferee(s). (ii) The Subject Stockholders will use commercially reasonable efforts to obtain the agreement of the prospective transferee(s) to the participation of the Non-Subject Stockholders in any Transfer contemplated by Section 4(b), and the Subject Stockholders will not transfer any of their Stockholder Shares to the prospective transferee(s) unless (A) the prospective transferee(s) agrees to allow the participation of the Non-Subject Stockholders at the same price and on the same terms, or (B) the Subject Stockholders agree to purchase the number of such class of Stockholder Shares from the Non-Subject Stockholders which the Non-Subject Stockholders would have been entitled to sell pursuant to SECTION 4(b) for the consideration per share to be paid to the Subject Stockholders by the prospective transferee(s). (d) Notwithstanding anything to the contrary in any other provision of this Agreement, this SECTION 4 shall not apply with respect to (i) any Transfer of Stockholder Shares by any GTCR Investor to or among its Affiliates, (ii) an Exempt Bajaj Transfer, (iii) an Exempt Xxxxxxxxxx Transfer, or (iv) a Public Sale; provided that the restrictions contained in this Agreement will continue to be applicable to the Stockholder Shares after any Transfer pursuant to clauses (i), (ii) and (iii) and, as a condition to such Transfer, the transferee of such Stockholder Shares shall agree in writing to be bound by the provisions of this Agreement. Upon the Transfer of Stockholder Shares pursuant to clause (i), (ii) or (iii) of the previous sentence, the transferees will deliver a written notice to the Company, which notice will disclose in reasonable detail the identity of such transferee. Notwithstanding the foregoing, no party hereto shall avoid the provisions of this Agreement by making one or more Transfers to one or more Affiliates and then disposing of all or any portion of such party's interest in any such Affiliate. (e) This Section 4 will terminate upon the first to occur of (i) the consummation of an Approved Sale and (ii) the consummation of a Qualified Public Offering.

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