Participation by Members Sample Clauses

Participation by Members. No Investor Member shall participate in or interfere with the management of the Company or the operation of its business. The exercise by an Investor Member of any of his rights or powers granted in this Agreement shall not be deemed taking part in control of the business of the Company and shall not constitute a violation of this Section 6.4. No Investor Member shall have any power or authority to sign for or to bind the Company in any manner or for any purpose whatsoever. No Investor Member shall have priority over any other Member with respect to any rights or duties contained in this Agreement, unless expressly provided for in this Agreement.
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Participation by Members. 11 6.5 Other Activities of Managers or Members .......................................... 11 6.6 Fees and Expenses; Compensation of Managers ...................................... 12 6.7 Liability for Acts and Omissions; Indemnification ................................ 12 6.8 Number, Tenure and Qualifications of Managers .................................... 12 6.9
Participation by Members. Other than the Managing Member, no Member, in such Member’s capacity as a Member, shall (a) participate in the control of the business of the Company, (b) have any right or power to sign for or to bind the Company in any manner or for any purpose whatsoever or (c) have any rights or powers with respect to the Company except those expressly granted to such Member by the terms of this Agreement or those conferred upon such Member by law. Except as otherwise provided in this Agreement, no prior consent or approval of any Member, other than the Managing Member, shall be required in respect of any act or transaction to be taken by the Managing Member on behalf of or by the Company.
Participation by Members. Each Member shall cooperate in good faith with the Company in accomplishing the Company’s activities set forth in Section 3.3; provided that the foregoing obligation does not apply to a Member’s distribution of a product in the same product category as a “Company distributed product” (as defined in Section 12.8) to the extent the Member is permitted to distribute the product pursuant to the terms of Section 12.8. Each Member shall participate with the Company in good faith on any decision or proposal the Board makes with respect to the Procurement Policies or the production, marketing, sales or distribution of a product owned by or licensed to the Company; provided, however, that nothing contained in this Agreement shall require a Member to undertake any activity with respect to a product of the Distribution Division of the Company that such Member concludes, in its sole discretion, is not reasonably likely to be economically beneficial to the Member. If the Member chooses not to participate, the Company will have the right to produce, market, sell and distribute the product in the Member’s Territory and the provisions of Section 12.8 shall nonetheless be applicable. In addition, each Member agrees that the Company may obtain from The Coca-Cola Company or Members directly from time to time information about the Member’s product sales volume by percentage and Territory population, maintain that information in the Company’s records and provide that information to the Board to enable the Company to establish initial Percentage Interests, adjust voting privileges and appropriately allocate Profits and Losses. All such information will be held subject to the confidentiality provisions of Section 16.12, with the confidentiality obligation of the Company regarding information provided by The Coca-Cola Company about a Member running in favor of the Member involved.
Participation by Members. Each Member shall cooperate in good faith with the Company in accomplishing the Company’s activities. Each Member shall participate with the Company in good faith on any decision or proposal the Board makes with respect to the services to be provided by the Company. In addition, each Member agrees that the Company may obtain from time to time information about the Member’s Sales Volume, maintain that information in the Company’s records and provide that information to the Board to enable the Company to establish Percentage Interests, make adjustments contemplated in this Agreement (including with respect to classification of such Member and voting rights of such Member) and appropriately allocate Profits and Losses. All such information will be held subject to the confidentiality provisions of Section 16.12 and in accordance with the Data Sharing Agreements, as applicable.

Related to Participation by Members

  • Participation by Holders Each holder of Registrable Securities hereby agrees with each other such holder that no such holder may participate in any underwritten offering hereunder unless such holder (i) agrees to sell such holder's Registrable Securities on the basis provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

  • Participation by Telephone One or more of the Trustees or of any committee of the Trust may participate in a meeting thereof by means of a conference telephone or similar Communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting except as otherwise provided by the Investment Company Act of 1940.

  • Participation by Warrantholder No adjustments shall be made pursuant to this Article 4 if the Registered Warrantholders are entitled to participate in any event described in this Article 4 on the same terms, mutatis mutandis, as if the Registered Warrantholders had exercised their Warrants prior to, or on the effective date or record date of, such event.

  • Termination by Us We may terminate this Contract with 30 days’ written notice as follows:

  • Termination of Participation If the Administrator determines in good faith that the Executive no longer qualifies as a member of a select group of management or highly compensated employees, as determined in accordance with ERISA, the Administrator shall have the right, in its sole discretion, to cease further benefit accruals hereunder.

  • Public Participation 79. This Consent Decree shall be lodged with the Court for a period of not less than 30 Days for public notice and comment in accordance with 28 C.F.R. ' 50.7. The United States reserves the right to withdraw or withhold its consent if the comments regarding the Consent Decree disclose facts or considerations indicating that the Consent Decree is inappro- priate, improper, or inadequate. Defendant consents to entry of this Consent Decree without further notice and agrees not to withdraw from or oppose entry of this Consent Decree by the Court or to challenge any provision of the Decree, unless the United States has notified Defendant in writing that it no longer supports entry of the Decree.

  • Participation Rights (i) At least 30 days prior to any Transfer of shares of Company Stock by any of Apollo or any of its Affiliates (the “Transferring Apollo Shareholder”) for value (other than pursuant to a Permitted Transfer or an Approved Sale as to which Carlyle has an independent right to approve under paragraph 5(a) as a consequence of Carlyle and its Affiliates owning, in the aggregate, either (i) seven and one-half percent (7.5%) (or more) of issued and outstanding Shareholders Shares or (ii) shares of the Company Stock with a Fair Market Value of seventy-five million dollars ($75,000,000) (or more)), the Transferring Apollo Shareholder will deliver written notice in accordance with paragraph 22 (the “Sale Notice”) to the Company, the other Investor Shareholders (including Carlyle and its Affiliates) and the Other Shareholders, specifying in reasonable detail the identity of the Proposed Purchaser and the terms and conditions of the Transfer. Notwithstanding any of the restrictions contained in this paragraph 3, any or all of the other Investor Shareholders (including Carlyle and its Affiliates) and Other Shareholders may elect to participate in the contemplated Transfer by delivering written notice in accordance with paragraph 22 (a “Tag-Along Notice”) to the Transferring Apollo Shareholder within 15 business days after the date that such Sale Notice is deemed given pursuant to paragraph 22, provided that all Tag-Along Notices of Carlyle’s Affiliates shall be delivered by Carlyle on behalf of its Affiliates. If no Tag-Along Notice is received by the Transferring Apollo Shareholder within such 15 business day period, the other Investor Shareholders and the Other Shareholders shall not have the right to participate in the Transfer, and the Transferring Apollo Shareholder shall have the right, during the succeeding three-month period, to transfer to the Proposed Purchaser up to the number of shares of Common Stock stated in the Sale Notice, on terms and conditions no more favorable to the Transferring Apollo Shareholder than those stated in the Sale Notice. If any of the other Investor Shareholders or Other Shareholders have elected to participate in such Transfer (such Shareholders, “Participating Shareholders”), each of the Transferring Apollo Shareholder and each Participating Shareholder will be entitled to sell in the contemplated Transfer, at the same price and on the same terms, up to a number of shares of Common Stock which is determined by multiplying (i) the number of shares of Common Stock owned by such Participating Shareholder on the date that the Tag-Along Notice is furnished by (ii) a fraction, the numerator of which is the number of shares of Common Stock which the Proposed Purchaser desires to purchase and the denominator of which is the sum of (x) the number of shares of Common Stock which are owned by the Transferring Apollo Shareholder and (y) the aggregate number of shares of Common Stock owned by all of the Participating Shareholders on the date that the Tag-Along Notice is furnished.

  • Termination by City Notwithstanding any other term, provision or conditions of this Agreement, subject only to prior written notification to Licensee or its successor-in- interest, this Agreement is revocable by the City if:

  • Termination by University A. The University may terminate this contract if the student fails to fulfill financial obligations specified in this contract or if the student violates any of the terms of this contract or published University or University Housing policy. In such cases, the student will be charged a cancellation fee of 35% of the remainder of contract price plus prorate for the time occupied.

  • Right of Participation At any time within the 12 months subsequent to the Closing, upon any issuance by the Company or any of its Subsidiaries of debt or Common Stock or Common Stock Equivalents for cash consideration, indebtedness or a combination of units thereof (a “Subsequent Financing”), the Purchaser shall have the right to participate in up to its investment amount but not more than 25% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. At least five (5) Business Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask the Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Business Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. A Subsequent Financing shall exclude any equipment financing secured by a purchase money security interest If the Purchaser desires to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) Business Day after the Purchaser has received the Pre-Notice that such Purchaser is willing to participate in the Subsequent Financing, the amount of such Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment on the from the Purchaser as of such fifth (5th) Business Day, the Purchaser shall be deemed to have notified the Company that it does not elect to participate. If by 5:30 p.m. (New York City time) on the fifth (5th) Business Day after the Purchaser have received the Pre-Notice, notifications by the Purchaser of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. If by 5:30 p.m. (New York City time) on the fifth (5th) Business Day after the Purchaser has received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Purchaser seeking to purchase more than the aggregate amount of the Participation Maximum, the Purchaser shall have the right to purchase its pro rata portion of the Participation Maximum. The Company must provide the Purchaser with a second Subsequent Financing Notice, and the Purchaser will again have the right of participation set forth above in this Section 4.15, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within thirty (30) Business Days after the date of the initial Subsequent Financing Notice. The Company and the Purchaser agree that if the Purchaser elects to participate in the Subsequent Financing, the Company shall use its commercially reasonable efforts to ensure that the transaction documents related to the Subsequent Financing shall not include any term or provision whereby such Purchaser shall be required to agree to any restrictions on trading as to any of the Securities purchased hereunder or be required to consent to any amendment to or termination of, or grant any waiver, release or the like under or in terms set forth in the Subsequent Financing Notice. Notwithstanding anything to the contrary in this Section 4.15and unless otherwise agreed to by the Purchaser, the Company shall either confirm in writing to the Purchaser that the transaction with respect to the Subsequent Financing has been abandoned or shall publicly disclose its intention to issue the securities in the Subsequent Financing, in either case in such a manner such that the Purchaser will not be in possession of any material, non-public information, by the tenth (10th) Business Day following delivery of the Subsequent Financing Notice. If by such tenth (10th) Business Day, no public disclosure regarding a transaction with respect to the Subsequent Financing has been made, and no notice regarding the abandonment of such transaction has been received by the Purchaser, such transaction shall be deemed to have been abandoned and the Purchaser shall not be deemed to be in possession of any material, non-public information with respect to the Company or any Subsequent Financing.