Members Agreement Controls Sample Clauses

Members Agreement Controls. (a) The provisions of these bylaws are intended to be consistent with the Second Amended and Restated Members Agreement among the corporation and its members (the “Members Agreement”). In the event of an inconsistency between these bylaws and the Members Agreement, the Board of Directors and the Members shall take any steps necessary to ensure that the Members Agreement controls. In the event that (i) the bylaws are silent on a matter that is addressed by the Members Agreement, and (ii) the Members Agreement is not consistent with the Wisconsin Nonstock Corporation Law on such matter but the Wisconsin Nonstock Corporation Law would otherwise allow the bylaws to control such matter, then these bylaws shall be deemed to contain provisions consistent with the Members Agreement such that the Members Agreement will control over the default provisions of the Wisconsin Nonstock Corporation Law.
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Members Agreement Controls. The provisions of these bylaws are intended to be consistent with the Members Agreement between GHS, UHC and the corporation. In the event of an inconsistency between these bylaws and the Members Agreement between GHS, UHC and the corporation, the Board of Directors and the Members shall take such steps to ensure that the Members Agreement between GHS, UHC and the corporation controls. In the event that (i) the bylaws are silent on a matter that is addressed by the Members Agreement between GHS, UHC and the corporation, and (ii) the Members Agreement between GHS, UHC and the corporation is not consistent with the Wisconsin Nonstock Corporation Law on such matter but the Wisconsin Nonstock Corporation Law would otherwise allow the bylaws to control such matter, then these bylaws shall be deemed to contain provisions consistent with the Members Agreement between GHS, UHC and the corporation such that the Members Agreement between GHS, UHC and the corporation will control over the default provisions of the Wisconsin Nonstock Corporation Law. Exhibit A Membership Rights Member Membership Rights Xxxxxxxxx Lutheran Health System, Inc. 25 University Health Care, Inc. 75 Total 100 EXHIBIT C FORM OF RELATED AGREEMENTS See attached. Exhibit C-1 Management Agreement (Unity) EXECUTION VERSION MANAGEMENT AGREEMENT This Management Agreement (the “Agreement”) is made and entered into on , 2016 (“Effective Date”) by and between SPWI TPA, Inc. d/b/a Quartz, a Wisconsin for-profit corporation (“Quartz”), and Unity Health Plans Insurance Corporation, a Wisconsin stock insurance corporation (“Unity”) (each, a “Party,” and collectively, “Parties”), with reference to the following background:
Sample 1

Related to Members Agreement Controls

  • Shareholders Agreements Any agreement by and between the Shareholder and any Affiliate of the Company;

  • Shareholders Agreement For so long as the ratio of the number of the Equity Securities owned by the Star Group on a fully diluted basis divided by the number of the Equity Securities owned by the Investor Group on a fully diluted basis is at least 0.6, the Guarantor may not take any of the actions set forth in schedule II of the Shareholders’ Agreement without the prior written approval of Star. For the purpose of this clause “on a fully diluted basis” means taking into account any shares issued or issuable under warrants, options and convertible instruments (or other equity equivalents).

  • Stockholders Agreement The Company shall have executed and delivered the Stockholders Agreement.

  • Securityholders Agreement The term "Securityholders Agreement" shall mean the Securityholders Agreement dated as of the Closing Date, among Investors, Vestar, the Management Investors, and the other securityholders a party thereto, as it may be amended or supplemented thereafter from time to time.

  • Agreement Controls In the event that any term of any of the Loan Documents other than this Agreement conflicts with any express term of this Agreement, the terms and provisions of this Agreement shall control to the extent of such conflict.

  • Selected Dealers Agreements (a) The Distributor shall have the right to enter into selected dealer agreements with Selected Dealers for the sale of Shares. In making agreements with Selected Dealers, the Distributor shall act only as principal and not as agent for a Fund. Shares sold to Selected Dealers shall be for resale by such dealers only at the public offering price set forth in the Prospectus. With respect to Class A Shares, in such agreement the Distributor shall have the right to fix the portion of the applicable front-end sales charge which may be allocated to the Selected Dealers.

  • Controlling Agreement To the extent the terms of this Agreement (as amended, supplemented, restated or otherwise modified from time to time) directly conflicts with a provision in the Merger Agreement, the terms of this Agreement shall control.

  • LLC Agreement This Agreement shall be treated as part of the LLC Agreement as described in Section 761(c) of the Code and Sections 1.704-1(b)(2)(ii)(h) and 1.761-1(c) of the Treasury Regulations.

  • Governing Agreement The Assigned Transaction and the Confirmation shall form a part of, and be subject to, the ISDA Master Agreement dated as of September 29, 2006, as amended or supplemented from time to time (the "New Master Agreement"), between Assignee and Remaining Party. The Confirmation shall form a part of, and be subject to, the New Master Agreement.

  • Company Lock Up Agreements The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Placement Agent, it will not for a period of thirty (30) days after the date of this Agreement (the “Lock-Up Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any ADSs, Ordinary Shares or other capital stock of the Company or any securities convertible into or exercisable or exchangeable for ADSs, Ordinary Shares or such other shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any ADSs, Ordinary Shares or other shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; or (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of ADSs, Ordinary Shares or other capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of ADSs, Ordinary Shares or other shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.18 shall not apply to (i) the ADSs, Ordinary Shares and the Placement Agent’s Warrant, (ii) the issuance by the Company of ADSs upon the exercise of the Placement Agent’s Warrant or a stock option or warrant or the conversion of a security outstanding on the date hereof, or issuable pursuant to currently existing undertakings of the Company, which is disclosed in the Registration Statement, Disclosure Package and Prospectus, provided that such options, warrants, and securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities or to extend the term of such securities, (iii) the issuance by the Company of stock options, shares of capital stock of the Company or other awards under any equity compensation plan of the Company, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period; and (iv) transactions with members of the management and/or the board of directors of the Company, involving the issuance of equity securities of the Company in consideration of cash, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period.

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