Initial Consolidation Sample Clauses

Initial Consolidation. The MRCC shall institute a limited, one time only “grandfather clause” that may grant DBE certification to firms currently certified by agencies that administer programs under the USDOT and 49 CFR Part 26. Those agencies are MoDOT, City of St. Louis, KCATA, and the City of Kansas City. This does not include firms certified as a DBE, MBE or WBE by any city, state, federal agency, or any other entity who does not comply with 49 CFR Part 26, as determined by the MRCC. If any agency that does not currently certify DBE firms under 49 CFR Part 26 or any other program, wishes to participate in the MRCC, the MRCC Partners must approve its participation in the same manner as required for reciprocity with other regional UCPs. The agreement must be amended to reflect the addition of the agency and the responsibilities. Each UCP Partner must present a list of their certified firms in alphabetical order that shall become part of the initial UCP database. Information on each firm should include address, telephone number, fax number, e-mail address, website address, and owner’s name(s). This list must be submitted in hard copy format and via electronically on an Excel spreadsheet. A master list of all certified firms will be generated and electronic and hard copies distributed to each UCP Partner. Each UCP Partner shall also present a list of pending firms (firms that have submitted application for certification but the partner has not completed its certification review). The MRCC shall hold the consolidation meeting, in which a majority of the MRCC members is needed for a quorum. The MRCC may elect a Chairperson to conduct the grandfathering process. The grandfathering process is not intended to be burdensome and any additional certification reviews shall be evenly distributed among the members. Any firms that are not certified with all agencies, or any firm in which a MRCC Partner challenges in writing, will be reviewed in order to determine continued eligibility under 49 CFR Part 26. The MRCC operates as the entity to determine whether the challenging agency has met the burden of proof for removal of certification. Any written challenge must be submitted to each MRCC representative and the firm being challenged within 10 working days of the consolidation meeting. The notice must include the specific grounds asserted for removal of DBE eligibility contained in 49 CFR Part 26. The notice to the challenged firm must be sent by certified mail. The MRCC will set a date to ...
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Initial Consolidation. On the terms and subject to the conditions contained in this Agreement and the Agreement and Plan of Consolidation to be entered into between Baytown and Bayshore (the "Consolidation Agreement") and joined in by Bancshares, attached hereto as EXHIBIT "A", a newly formed Texas state interim bank to be formed by Banchsares ("New Bank") shall consolidate with and into Baytown (the resulting bank being herein referred to as the "First Surviving Bank") as of the Initial Consolidation Effective Time, as defined in Section 2.05, under the charter and Articles of Association of Baytown, as determined be the Texas Department of Banking (the "Banking Department") and the Federal Deposit Insurance Corporation (the "FDIC"), and each of the outstanding shares of common stock of New Bank shall and without any action on the part of Bancshares be canceled and be converted into shares of common stock of the First Surviving Bank. The shares of common stock of the First Surviving Bank into which such New Bank common stock is converted shall represent ownership of one hundred percent (100%) of the issued and outstanding capital stock of the First Surviving Bank, all of which shall be owned by Bancshares. SECTION 1.02
Sample 1
Initial Consolidation. New Bank shall be merged with and into Sunbelt (the resulting bank being herein referred to as the "First Surviving Bank") as of the effective time of the Initial Consolidation under the charter and Articles of Association of Sunbelt, as determined by the Office of the Comptroller of the Currency ("OCC"), and each of the outstanding shares of common stock of New Bank shall and without any action on the part of Bancshares or Delaware-Company be canceled and be converted into shares of common stock of the First Surviving Bank. The shares of common stock of the First Surviving Bank into which such New Bank common stock is converted shall represent ownership of 100% of the issued and outstanding capital stock of the First Surviving Bank, all of which shall be owned by Bancshares or Delaware-Company.
Sample 1
Initial Consolidation. Subject to the terms and conditions set forth in the Agreement, on the Effective Date, New Bank shall be consolidated with and into Sunbelt, with Sunbelt as the First Surviving Bank, under the charter and Articles of Association of Sunbelt, as determined by the OCC, and each of the outstanding shares of common stock of New Bank shall and without any action on the part of Bancshares be canceled and be converted into shares of common stock of the First Surviving Bank. The shares of common stock of the First Surviving Bank into which such New Bank common stock is converted shall represent ownership of 100% of the issued and outstanding capital stock of the First Surviving Bank, all of which shall be owned by Bancshares.
Sample 1
Initial Consolidation. New Bank shall consolidate with and into Texas National (the resulting bank being herein referred to as the "First Surviving Bank") as of the Initial Consolidation Effective Time, as defined in Section 6.2, under the charter and Articles of Association of Texas National, as determined by the Office of the Comptroller of the Currency ("OCC"), and each of the outstanding shares of common stock of New Bank shall and without any action on the part of Bancshares be canceled and be converted into shares of common stock of the First Surviving Bank. The shares of common stock of the First Surviving Bank into which such New Bank common stock is converted shall represent ownership of 100% of the issued and outstanding capital stock of the First Surviving Bank, all of which shall be owned by Bancshares.
Sample 1

Related to Initial Consolidation

  • ROOM CONSOLIDATION Residence assignments shall be consolidated when vacancies occur in any residence facility, to minimize the number of rooms, suites, and/or apartments not at full occupancy. The Student may be required to change residence assignment and move to facilitate room consolidation. Residents in rooms/apartments/suites not at full capacity may be charged additional rent as determined by UCF DHRL.

  • Non-Consolidation The Borrower shall at all times act in a manner such that each of the assumptions made by Xxxxxxx Xxxx & Xxxxx LLP in their opinion delivered pursuant to Section 3.1(f)(ii) is true and accurate in all material respects. The Borrower shall at all times observe and be in compliance in all material respects with all covenants and requirements in the Borrower LLC Agreement.

  • Merger, Consolidation The Borrower will not, and will not permit or cause any of its Subsidiaries to, liquidate, wind up or dissolve, or enter into any consolidation, merger or other combination, or agree to do any of the foregoing; provided, however, that:

  • Merger, Consolidation, Etc The Company will not consolidate with or merge with any other Person or convey, transfer or lease all or substantially all of its assets in a single transaction or series of transactions to any Person unless:

  • Tax Consolidation File or consent to the filing of any consolidated income tax return with any Person other than Borrowers and Subsidiaries.

  • Merger and Consolidation The Company will not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person, unless:

  • Mergers, Consolidations, Etc The Company will not, and will not permit any Subsidiary to, consolidate with or be a party to a merger with any other Person, or sell, lease or otherwise dispose of all or substantially all of its assets; provided that:

  • Adjustment Due to Merger, Consolidation, Etc If, at any time when this Note is issued and outstanding and prior to conversion of all of the Notes, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower shall not affect any transaction described in this Section 1.6(b) unless (a) it first gives, to the extent practicable, thirty (30) days prior written notice (but in any event at least fifteen (15) days prior written notice) of the record date of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this Note) and (b) the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations of this Section 1.6(b). The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.

  • Mergers, Consolidations, Sales In the case of any consolidation or merger of the Company with another entity (regardless of whether the Company is the surviving entity), or the sale of all or substantially all of its assets to another entity, or any reorganization or reclassification of the Common Stock or other equity securities of the Company, then, as a condition of such consolidation, merger, sale, reorganization or reclassification, lawful and adequate provision shall be made whereby the Holder shall thereafter have the right to receive upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore purchasable hereunder, such shares of stock, securities or assets (including, without limitation, cash), if any, as may (by virtue of such consolidation, merger, sale, reorganization or reclassification) be issued or payable with respect to or in exchange for a number of outstanding shares of Common Stock equal to the number of shares of Common Stock immediately theretofore so purchasable hereunder had such consolidation, merger, sale, reorganization or reclassification not taken place, and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder to the end that the provisions hereof shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon exercise of this Warrant. The Company shall not effect any such consolidation, merger or sale unless (a) the Company provides the holder hereof with not less than 10 days prior written notice of such consolidation, merger or sale (provided that the failure to give such notice shall not affect the validity of such corporate event), and (b) prior to the consummation thereof, the successor entity (if other than the Company) resulting from consolidation or merger or the entity purchasing such assets assumes, by written instrument, the obligation to deliver to each such holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to acquire.

  • Reclassification, Consolidation, Merger, etc In case of any reclassification or change of the outstanding shares of Common Stock (other than a change in par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), or in the case of any consolidation of the Company with, or merger of the Company into, another corporation (other than a consolidation or merger in which the Company is the surviving corporation and which does not result in any reclassification or change of the outstanding shares of Common Stock, except a change as a result of a subdivision or combination of such shares or a change in par value, as aforesaid), or in the case of a sale or conveyance to another corporation of the property of the Company as an entirety, the Holders shall thereafter have the right to purchase the kind and number of shares of stock and other securities and property receivable upon such reclassification, change, consolidation, merger, sale or conveyance as if the Holders were the owners of the shares of Common Stock underlying the Warrants immediately prior to any such events at a price equal to the product of (x) the number of shares issuable upon exercise of the Warrants and (y) the Exercise Price in effect immediately prior to the record date for such reclassification, change, consolidation, merger, sale or conveyance as if such Holders had exercised the Warrants.

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