The Foundation. 10.1 The Foundation acts as a Buckaroo-appointed custodian of funds received by Merchants and other parties and manager of the Clients' Account and makes/forwards payments at Buckaroo’s request. The Merchant does not have an agreement with the Foundation. If the Foundation makes a payment to the Merchant, Buckaroo’s obligation to forward payments to the Merchant is reduced by an equal amount.
The Foundation with the agreement of ENZO, shall select and outside patent attorney to handle patent prosecution matters relating to the filing, prosecution and maintenance of PATENTS and for the filing, prosecution and maintenance of patents on SUPPLEMENTAL INFORMATION.
The Foundation. As soon as practicable following the Effective Time, the Foundation shall change its name to a name selected by the Buyer. Beginning at the Effective Time and for a period of three (3) years thereafter, the board of directors of the Foundation shall consist of James C. McGill, A. Christine Bakxx, xxx Xxxxxxx C. Rxxxxxxx, xxxx Xames C. McGill xxxxxxx xx Chairmxx xx xxx Xxxxx. During such three (3) year period, fifty percent (50%) of the proceeds disbursed by the Foundation shall be disbursed within the sole discretion of the Foundation's board of directors and the remaining fifty percent (50%) of the proceeds disbursed shall be disbursed in specific accordance with the instructions of the Buyer's board of directors, provided that during such three (3) year period (i) proceeds disbursed in any one (1) year shall not exceed more than five percent (5%) in the aggregate of the Foundation's total assets and (ii) all proceeds disbursed by the Foundation shall be disbursed for the benefit of Alamance County, North Carolina. Following the expiration of such three (3) year period, James C. McGill, A. Christine Bakxx xxx Xxxxxxx C. Rexxxxxx xxxxx xxsign from the Xxxxxxxxxx's board of directors and three (3) replacement directors shall be selected by Buyer's board of directors. At the Effective Time, the Buyer and the Foundation shall enter into an agreement (the "Foundation Agreement") in form and substance satisfactory to the Company and the Buyer consistent with the provisions of this Section 6.2(e).
The Foundation. The Foundation shall be established with the membership powers and functions hereinafter set out.
The Foundation. (a) MEEMIC Insurance is the sole member of The MEEMIC Foundation for the Future of Education, a Michigan not-for-profit corporation that is duly organized, validly existing and in good standing under the laws of Michigan (the "Foundation"). Prior to the date hereof, Holdings has made available to the Buyer true and complete copies of the articles of incorporation and bylaws of the Foundation, as currently in effect. Since its inception, the only activities the Foundation has conducted has been to provide financial assistance to students, educators and schools in the form of mini-grants and scholarships and to manage a portfolio of investments made by the Foundation upon the receipt of cash contributions from MEEMIC Insurance, and the Foundation has all requisite corporate power and authority to own such investment assets as are now owned and to conduct such activities as now conducted.
The Foundation. 1. The Parties agree to consult with each other and with the members of the Foundation on amendments to the Articles and Memorandum of Association of the Foundation to reflect the terms of this Agreement prior to the submission of any such amendments to the members of the Foundation for the members’ approval.
The Foundation. Aegis Abroad The diffusion of Aegis BMD capability abroad is occurring quietly. Governments that have made naval force-structure investment decisions based primarily on inwardly focused national interests have discovered that their investments also enable them to combine their resources in collective defense. As the 2010 Ballistic Missile Defense Review acknowledged, Other allies already own or are working with the United States to acquire specific capabilities, such as naval vessels equipped with the Aegis defensive system that could be adapted to include a missile defense capability A primary U.S. emphasis is on ensuring appropriate burden sharing. The Administration recognizes that allies do not view the specifics of the missile threat in the same way, and do not have equal re- sources to apply to this problem, but there is general recognition of a growing threat and the need to take steps now to address both existing threats and emerging ones.21 This effort to create a broad BMD enterprise builds on the current participa- tion of allied navies in the Aegis program. This global effort started with a foreign military sales relationship with Japan, subsequently expanded to relationships with Australia and Korea, and now includes a commercial connection with Spain as well as an enterprise between Norway and Spain.22 Several other states have expressed interest in acquiring the Aegis weapon system and Aegis BMD. Im- portantly, Australia and other countries that are acquiring the Aegis system are stipulating that the systems they buy must have the capability of adding BMD in the future. The Japan Maritime Self-Defense Force (JMSDF) was the first foreign navy to construct Aegis warships. The JMSDF as of late 2011 operated four Kongo-class destroyers; the lead ship of the class was commissioned in 1993. In 2000, the JMSDF won approval for two improved units, known as the Atago class; the lead ship of that class was commissioned in 2007. Sharing, in light of an increasing regional threat, the U.S. interest in building ballistic-missile defenses, Japan decided in 2003 to upgrade its Kongo class with an Aegis BMD capability. U.S. foreign military sales upgraded all four ships ac- cordingly, with SM-3 Block IA missiles. Japan subsequently decided to upgrade its Atago-class ships with Aegis BMD as well. That upgrade allows the JMSDF to meet the tenets of its New Defense Program Guidelines, which call for a total of six Aegis BMD-equipped ships to defend the country...
The Foundation. At Closing, the Foundation shall deliver to the Company the following:
The Foundation. Immediately prior to the Effective Time, the Surviving Corporation shall, and Conopco shall cause the Surviving Corporation to, make a one-time contribution of not less than $5 million to the Foundation so long as (i) the Foundation does not significantly change its charitable purpose, (ii) none of the trustees of the Foundation disparages the Surviving Corporation, its products or its management and (iii) any replacement or additional trustee of the Foundation appointed before the date of payment is reasonably satisfactory to Conopco.
The Foundation. Section 1.01 The Hospital Foundation (“Foundation”) has contributed in a meaningful way to the operation of the Hospital for many years. BMH and TVH recognize the support the Foundation has provided, and BMH and TVH wish to continue to promote the collaborative relationship that exists. Due to the Hospital's change in ownership, it will be necessary for the Foundation to review and potentially revise its governing documents (Articles of Incorporation, Bylaws, etc.) to demonstrate that the Foundation will continue to support TVH after the Closing Date. The Foundation Director and the leadership of TVH will work closely together to align efforts and to develop a comprehensive philanthropic plan that reflects a unity of interest between TVH and BMH, for the benefit of TVH patients, consistent with the mission, vision, strategic plan and values of TVH.
