Obligations of the Members. Each Member covenants and agrees to perform the obligations set forth under each such Member’s name on Exhibit C attached hereto.
Obligations of the Members. At any time and from time to time, the Manager may require the Members to make further Capital Contributions to satisfy all or any portion of the indemnification obligations of the Fund pursuant to Section 11.1 above, whether such obligations arise before or after the last day of the term of the Fund or before or after such Member’s withdrawal from the Fund.
Obligations of the Members. If, at any time, the Majority of Voting Interests elect to consummate, or to cause the Company to consummate, a Company Sale (the “Electing Majority Members”), then such Electing Majority Members shall notify the Company and the other Members in writing at least thirty (30) calendar days prior to the consummation of such Company Sale of the Electing Majority Members’ election to exercise its rights under this Section 11.6. If the Electing Majority Members deliver such notice, then, subject to this Section 11.6, (i) the Company shall (x) authorize the Electing Majority Members to initiate a process to seek a Company Sale and direct and control all decisions in connection therewith (including the hiring or termination of any investment bank or professional adviser and making all decisions regarding valuation and consideration), (y) participate in, and cooperate in good faith with, such process, in each case as requested by the Electing Majority Members and (z) take all other necessary and desirable actions as are reasonably directed by the Electing Majority Members in connection with the consummation of any such Company Sale and (ii) the Members, to the extent they have any right or standing to do so, shall vote for, consent to, and raise no objections to the proposed Company Sale, and the Members and the Company shall take all other actions necessary or reasonably required to cause the consummation of such Company Sale on the terms proposed by the Electing Majority Members. Without limiting the foregoing, (A) if the proposed Company Sale is structured as a sale of assets or a merger or consolidation, then each Member shall vote or cause to be voted all Units that such Member holds or with respect to which such Member has the power to direct the voting and which are entitled to vote on such Company Sale in favor of such Company Sale and shall waive any dissenter’s rights, appraisal rights or similar rights which such Member may have in connection therewith, (B) if the proposed Company Sale is structured as or involves a sale or redemption of Units, then each Member shall agree to sell such Member’s pro rata share of Units being sold in such Company Sale on the same terms and conditions approved by the Electing Majority Members, and applicable to the Electing Majority Members (other than with respect to price per Unit, which will be determined in accordance with the distribution provisions set forth in this Agreement), and such Members shall execute all docum...
Obligations of the Members. Each Member will keep confidential, will not disclose, will not use, and will otherwise retain in strictest confidence the Company Information. Without limiting the foregoing, each Member will use no less than the same degree of care, and no less than a reasonable degree of care, to protect the Company Information as it uses to protect its own trade secrets and confidential information.
Obligations of the Members. Each Member shall keep confidential the Company Information and shall not use or exploit such Company Information other than for the benefit of the Company.
Obligations of the Members. In addition to the capital contributions set forth above, the parties shall perform the following duties with respect to the Company.
Obligations of the Members. (a) Each Member shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request, including a completed questionnaire in the form attached to this Agreement as Annex A (a “Selling Securityholder Questionnaire”) or any update thereto not later than three (3) Business Days following a request therefore from the Company.
Obligations of the Members. (a) Each Member hereby acknowledges and agrees that, for so long as it is a Member, (i) its endorsement of the Programs will be on an exclusive basis through the Company, (ii) such Mem- ber will not endorse programs or services that are comparable and/or competitive with the Programs, (iii) such Member will not solicit or receive fees from other vendors (“Competitors”) that may be characterized as program sponsorship fees, endorsement fees or royalties with respect to services similar to those offered under the Programs, (iv) such Member will comply with the provisions of the Company’s compliance manual and will endorse the Programs in a manner that complies with all applicable laws, rules and regulations and (v) it will comply with the provisions of this Agreement, and, on behalf of the Company, perform the services applicable to its respective status as set forth in Schedule B hereto. Each State Association further agrees that, except as authorized by its governing documents, written policies or past practice in effect as of the admission of such Member to the Company, or any applicable law or rule, such State As- sociation will not allow Competitors to join such State Association, to exhibit at its conferences, to be sponsors of State Association events or activities, to advertise in State Association publications and/or obtain mailing lists of the State As- sociation. Subject to the terms of this Section, each State Association will consult with FS Corp prior to endorsing other retirement-related services or programs to ensure that such endorsement does or will not conflict with the terms of this Agreement.
Obligations of the Members. (a) The Members shall take such action as may be necessary or appropriate for the continuation of the Company's valid existence under the laws of the State of Delaware and in order to form or qualify the Company under the laws of any jurisdiction in which the Company is doing business or in which such formation or qualification is necessary to protect the limited liability of the Members or in order to continue in effect such formation or qualification. The Members shall file or cause to be filed for recordation in the office of the appropriate authorities of the State of Delaware and in the proper office or offices in each other jurisdiction in which the Company is formed or qualified, such certificates, including limited liability company and fictitious name certificates, and other documents as are required by the applicable statutes, rules or regulations of any such jurisdiction.
Obligations of the Members. (a) In order to participate in any registration hereunder of the Registrable Shares, the Members shall:
