Future Members Sample Clauses

Future Members. Any school district which was not a party to this agreement may join the Roughrider Education Services Program by complying with the following:
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Future Members. Any municipality may become a member of the ISC as follows:
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Future Members. If additional entities wish to join with the other PARTIES by entering into this Agreement and participating in the Program, the PARTIES will determine an appropriate method of calculating a “buy-in” cost to be paid by the new entity wishing to become a member. This buy-in cost shall at a minimum include:
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Future Members. This project may be expanded in the future to include other counties. The Host and Participating Members must agree to the addition of new Participating Member Counties, subject to approval by the appropriate county boards and with required paperwork submitted to the Department of Human Services. New Members will be held to the same requirements, policies, governance, financial obligations, and duties for all other matters as they relate to this Agreement. New Members will be incorporated into this written Agreement and into all other legal documents related to this project via an amendment to this Agreement.
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Future Members. If an entity at a future date becomes a Member, such entity shall be deemed a party and shall be bound by the terms of this Agreement as if it were a party and signator to this Agreement. Any new Member or Member of a Subgroup shall provide to the Parent a statement setting forth all tax attributes carried over to the REC Group by the new Member including, without limitation, the amount of any net operating losses, net capital losses and investment credit carryforwards, as well as the identity of all elections made by or on behalf of such new Member. Anything in this Agreement to the contrary notwithstanding, any Member which is not a signator to this Agreement shall also be deemed a party and shall be bound by the terms of this Agreement notwithstanding that all or a portion of the obligations of such party shall be borne by the Group Agent of the respective Group of which the Member is a member.
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Future Members. The Company shall require each Person (including each Permitted Excluded Transferee) that acquires Securities of the Company after the date of this Agreement (a "Future Member"), as a condition to the effectiveness of such acquisition or Transfer, to execute a counterpart to this Agreement, agreeing to be treated as (i) an Investor, if such Person acquires such Securities from an Investor or is already an Investor, or (ii) an Other Member, if such Person acquires such Securities from an Other Member or acquires Securities directly from the Company, whereupon such Person shall be bound by, and entitled to the benefits of, the provisions of this Agreement relating to Investors or Other Members, as the case may be.
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Future Members. While the Company will initially consist of a sole Member, Mike Xxxxxx, xxis Agreement has been written in contemplation that there will be multiple Members of the Company shortly after the formation of the Company.
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Related to Future Members

  • 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.

  • 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.

  • 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.

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

  • 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)

  • New Partners No person shall be admitted as a Partner of the Partnership except with the consent of all the Partners who shall determine the terms and conditions upon which such admission is to be effective.

  • Substitute Members No transferee of all or part of a Member’s Membership Interest shall become a substitute Member in place of the transferor unless and until:

  • Dissenting Shareholders (a) Notwithstanding anything in this Agreement to the contrary, shares of Southwest Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by any Holder who is entitled to demand and properly demands appraisal of such shares of Southwest Common Stock pursuant to, and who complies in all respects with, the provisions of Section 1091 of the OGCA (“Section 1091”) (the “Southwest Dissenting Shareholders”), shall not be converted into or be exchangeable for the right to receive any of the consideration as specified in ARTICLE 2 (the “Southwest Dissenting Shares”), but instead such Holder shall be entitled to payment of the fair value of such Southwest Dissenting Shares in accordance with the provisions of Section 1091. At the Effective Time, all Southwest Dissenting Shares shall no longer be outstanding, shall automatically be canceled and retired and shall cease to exist, and each Holder of Southwest Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such Southwest Dissenting Shares in accordance with the provisions of Section 1091. Notwithstanding the foregoing, if any such Holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 1091, or a court of competent jurisdiction shall determine that such Holder is not entitled to the relief provided by Section 1091, then the right of such Holder to be paid the fair value of such Holder’s Southwest Dissenting Shares under Section 1091 shall cease and such Southwest Dissenting Shares shall be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Merger Consideration as provided in Section 2.1(c) of this Agreement, any cash in lieu of fractional shares (if any) pursuant to Section 2.6 and any dividends or distributions (if any) pursuant to Section 3.1(d).

  • Interest Holders The Administrative Agent may treat each Lender, or the Person designated in the last notice filed with the Administrative Agent, as the holder of all of the interests of such Lender in its portion of the Loans and in its Note until written notice of transfer, signed by such Lender (or the Person designated in the last notice filed with the Administrative Agent) and by the Person designated in such written notice of transfer, in form and substance satisfactory to the Administrative Agent, shall have been filed with the Administrative Agent.

  • Admission of Members Other persons may be admitted as Members from time to time pursuant to the provisions of this Agreement.

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