By Members Sample Clauses

By Members. Except as otherwise provided in Section 1.1(c), these bylaws may be amended or repealed and new bylaws may be adopted by the Members at any annual or special meeting of the Members at which a quorum is in attendance.
Sample 1Sample 2Sample 3See All (4)
AutoNDA by SimpleDocs
By Members. Unless provided otherwise in the Articles of Incorporation or these Bylaws, these Bylaws may be altered, amended or repealed and new bylaws may be adopted by the Members by affirmative vote of not less than a majority of Members present and voting at any annual or special meeting of the Members at which a quorum is present.
Sample 1Sample 2
By Members. Each Member represents and warrants on its behalf to and for the benefit of the other Member and the Company that:
Sample 1
By Members. On a two-thirds majority vote of all members at a meeting called for that purpose after written notice of such meeting stating the time, purpose, and place of the meeting is given to all members at least 30 days prior to this meeting.
Sample 1
By Members. In connection with the Fees payable hereunder, including the Minimum Fee, upon the Effective Date, each Member shall deliver to Xxxxxxx a Noncompetition Agreement signed by each such Member. The parties hereto agree that the provisions of this Subsection 3.2 (“By Members”) are an integral part of this Agreement and that neither party would be entering into this Agreement without the provisions of this Subsection 3.2 (“By Members”).
Sample 1
By Members. The Agreement may be altered, amended or repealed and a new Agreement may be adopted only by vote of all Members, except as provided in Section 8.2.
Sample 1
By Members. The Members shall have the power to make, amend, or repeal this Agreement by the voting process described in Section 4.7, except as otherwise provided by law, the Articles, or this Agreement.
Sample 1
AutoNDA by SimpleDocs
By Members. In connection with any registration statement in which a holder of Registrable Securities is participating, each such holder will furnish, or cause to be furnished, to the Company Offeror in writing information regarding such holder’s ownership of Registrable Securities and its intended method of distribution thereof and, to the extent permitted by law, shall indemnify the Company Offeror, its directors, officers, employees and agents and each Person who controls (within the meaning of the Securities Act) the Company Offeror or such other indemnified Person against all Losses caused by, resulting from or relating to any untrue or alleged untrue statement of material fact contained in the registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is caused by and contained in such written information so furnished in writing by or on behalf of such holder and such information was actually used by the Company in a final prospectus or a post-effective amendment; provided, however, that each holder’s obligation to indemnify the Company Offeror hereunder shall be apportioned between each holder based upon the net amount received by each holder from the sale of Registrable Securities, as compared to the total net amount received by all of the holders of Registrable Securities sold pursuant to such registration statement, no such holder being liable to the Company Offeror in excess of such apportionment.
Sample 1

Related to By Members

  • New Members No person may be admitted as a member of the Company without the approval of the Member.

  • Decisions by Members Whenever in this Agreement reference is made to the decision, consent, approval, judgment, or action of the Members, unless otherwise expressly provided in this Agreement, such decision, consent, approval, judgment, or action shall mean a Majority of the Members.

  • Management by Members Management of the Company shall be vested in its members. The members shall have the exclusive right, power and authority to manage and operate the business and affairs of the Company and to authorize any act or transaction on behalf of the Company. The members may from time to time appoint and delegate authority to act on behalf of the Company to such officers as the members deem appropriate. Any deed, agreement or other instrument, whether or not for apparently carrying on in the usual way the business or affairs of the Company, shall be binding on the Company and may be relied upon by any person or entity which is supplied with such executed deed, agreement or other instrument, if the same is executed on behalf of the Company by a member.

  • Other Members The Holding Company may offer the Offer Shares, if any, remaining after the Subscription Offering, in the Community Offering on a priority basis to natural persons residing in the New Jersey counties of Cumberland and Gloucester; to the Minority Stockholders as of the Voting Record Date, and then to the general public. In the event a Community Offering is held, it may be held at any time during or immediately after the Subscription Offering. Depending on market conditions, Offer Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may be offered in the Syndicated Community Offering to members of the general public through a syndicate of registered broker-dealers under the terms set forth on Exhibit A (“Assisting Brokers”) that are members of the Financial Industry Regulatory Authority (“FINRA”) managed by Stifel as the sole book running manager. It is acknowledged that the number of Offer Shares to be sold in the Offering may be increased or decreased as described in the Prospectus (as hereinafter defined); that the purchase of the Offer Shares in the Offering is subject to maximum and minimum purchase limitations as described in the Plan and the Prospectus; and that the Holding Company may reject, in whole or in part, any subscription received in the Community Offering and Syndicated Community Offering. The Holding Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a Registration Statement on Form S-1 (File No. [__________]) in order to register the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and the regulations promulgated thereunder (the “1933 Act Regulations”), and has filed such amendments thereto as have been required to the date hereof (the “Registration Statement”). The prospectus, as amended, included in the Registration Statement at the time it initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the 1933 Act Regulations differing from the prospectus included in the Registration Statement at the time it initially becomes effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission and shall include any supplements and amendments thereto from and after their dates of effectiveness or use, respectively. In connection with the Conversion, the MHC filed with the OTS an application for conversion to a stock company (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OTS in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Parts 575 and 563b (collectively with the HOLA, the “Conversion Regulations”). The Holding Company has also filed with the OTS its application on Form H-(e)1-S (together with any interim merger applications and any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” Concurrently with the execution of this Agreement, the Holding Company is delivering to the Agent copies of the Prospectus dated [______________], 2010 to be used in the Subscription Offering and Community Offering (if any), and, if necessary, will deliver copies of the Prospectus and any prospectus supplement for use in a Syndicated Community Offering.

  • Transfers by Members No holder of Units shall Transfer any interest in any Units, except Transfers (a) pursuant to and in accordance with Sections 10.02 and 10.09 or (b) approved in advance and in writing by the Manager, in the case of Transfers by any Member other than the Manager, or (c) in the case of Transfers by the Manager, to any Person who succeeds to the Manager in accordance with Section 6.04. Notwithstanding the foregoing, “Transfer” shall not include (i) an event that terminates the existence of a Member for income tax purposes (including, without limitation, a change in entity classification of a Member under Treasury Regulations Section 301.7701-3, a sale of assets by, or liquidation of, a Member pursuant to an election under Code Sections 336 or 338, or merger, severance, or allocation within a trust or among sub-trusts of a trust that is a Member), but that does not terminate the existence of such Member under applicable state Law (or, in the case of a trust that is a Member, does not terminate the trusteeship of the fiduciaries under such trust with respect to all the Units of such trust that is a Member) or (ii) any indirect Transfer of Units held by the Manager by virtue of any Transfer of Equity Securities in the Corporation.

  • Initial Members The initial Members of the LLC, their initial capital contributions, and their percentage interest in the LLC are as follows: Members Percentage Interest in LLC Capital Contribution (If any)

  • Members (a) A Person shall be admitted as a Member and shall become bound by, and shall be deemed to have agreed to be bound by, the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Share, and such Person shall become the Record Holder of such Share, in accordance with the provisions of this Agreement. A Member may be a Class A Member, a Class B Member and or Class C Member, and, in such case, shall have the rights and obligation accorded to the Class A Ordinary Shares with respect to such Class A Ordinary Shares or the rights and obligation accorded to the Class A Preferred Shares with respect to such Class A Preferred Shares, as applicable, the rights and obligations accorded to the Class B Ordinary Shares with respect to such Class B Ordinary Shares and the rights and obligations accorded to the Class C Ordinary Share with respect to such Class C Ordinary Share. A Person may become a Record Holder without the consent or approval of any of the Members and without physical execution of this Agreement. A Person may not become a Member without acquiring a Share.

  • THE MEMBERS Members are the owners of the Company. Members are not entitled to compensation for services furnished to the Company in the Member’s capacity as a Member. The name and residential address of each Member is contained in Exhibit 1 attached to this Agreement. Each Member’s initial membership interest is the percentage set forth in Exhibit 1. An unauthorized transfer of a Member’s interest could create a substantial hardship for the Company. Consequently, the Members agree to the restrictions and procedures affecting the ownership and transfer of the Members’ interests as identified in Article VII. The Members acknowledge these restrictions are not intended to penalize, but rather are intended to protect and preserve the existing trust-based relationships, the Company’s capital, and the Company’s financial ability to continue its operations.

  • Committee Members See Section 3.5(a). -----------------

  • VOTES OF MEMBERS 36. On the show of hands every Member present in person shall have one vote. On a poll every Member present in person or by proxy shall have one vote.

Time is Money Join Law Insider Premium to draft better contracts faster.