The Foundation. As soon as practicable following the Effective Time, the Foundation shall change its name to a name selected by the Buyer. Beginning at the Effective Time and for a period of three (3) years thereafter, the board of directors of the Foundation shall consist of James C. McGill, A. Christine Baker, and Fairfax C. Reynolds, with James C. McGill serving as Chairman of the Board. During such three (3) year period, fifty percent (50%) of the proceeds disbursed by the Foundation shall be disbursed within the sole discretion of the Foundation's board of directors and the remaining fifty percent (50%) of the proceeds disbursed shall be disbursed in specific accordance with the instructions of the Buyer's board of directors, provided that during such three (3) year period (i) proceeds disbursed in any one (1) year shall not exceed more than five percent (5%) in the aggregate of the Foundation's total assets and (ii) all proceeds disbursed by the Foundation shall be disbursed for the benefit of Alamance County, North Carolina. Following the expiration of such three (3) year period, James C. McGill, A. Christine Baker and Fairfax C. Reynolds shall resign from the Foundation's board of directors and three (3) replacement directors shall be selected by Buyer's board of directors. At the Effective Time, the Buyer and the Foundation shall enter into an agreement (the "Foundation Agreement") in form and substance satisfactory to the Company and the Buyer consistent with the provisions of this Section 6.2(e).
The Foundation. Immediately prior to the Effective Time, the Surviving Corporation shall, and Conopco shall cause the Surviving Corporation to, make a one-time contribution of not less than $5 million to the Foundation so long as (i) the Foundation does not significantly change its charitable purpose, (ii) none of the trustees of the Foundation disparages the Surviving Corporation, its products or its management and (iii) any replacement or additional trustee of the Foundation appointed before the date of payment is reasonably satisfactory to Conopco.
The Foundation. N.W.S.T., SWIFT and Ella Cisneros jointly and severally represent and warrant to the Acquirer as follows as of the date of this Agreement and as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Article III): -----------
The Foundation. N.W.S.T., SWIFT and Ella Cisneros jointly and severally represent and warrant to the Acquirer that, subject to the specific qualifications and limitations set forth herein, the statements contained in this Article IV are correct and complete as of the date of this ---------- Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Article IV). Unless otherwise noted, or unless the ---------- context otherwise indicates, all references to the Company in Sections 4.3 ------------ through 4.24 below shall also refer to N.W.S.T. ------------
The Foundation. The Foundation is a community foundation that offers flexible options for donors to help them achieve their philanthropic goals. Gifts to The Foundation are pooled and invested, and the income earned is distributed as grants according to The Foundation’s spending policy, in support of local community projects primarily in Winnipeg, Manitoba.
The Foundation. The Foundation is a nonprofit corporation duly organized, validly existing and in good standing under the laws of the State of Minnesota and has all corporate power necessary (and the legal right, power and authority under its articles of incorporation and bylaws, all laws applicable thereto and otherwise) to transfer, assign and deliver those Foundation Shares that constitute Purchase Shares as provided in this Agreement and perform its other obligations under this Agreement. The Company is not a “disqualified person” with respect to the Foundation within the meaning of Section 4946 of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations promulgated thereunder. David Koch, Barbara Koch, Paul Torgerson, and Sidney Sehlin constitute all of the directors and officers of the Foundation, and no other person is a “foundation manager”, within the meaning of Section 4946(b) of the Code, with respect to the Foundation. The Foundation has no “substantial contributors”, within the meaning of Section 507(d)(2) of the Code and the regulations promulgated thereunder, other than David Koch and Barbara Koch. The Foundation has previously delivered to the Company true and correct copies of the Foundation’s articles of incorporation and bylaws, each as currently in effect.
The Foundation. The Foundation shall deliver, or cause to be delivered, to Purchaser the following: (i) a certificate or certificates representing the Shares registered in the Foundation's name, together with a duly executed stock power endorsed to Purchaser; (ii) a receipt for the payment of the Purchase Price received by the Foundation; and (iii) a copy of a unanimous consent of the Directors of the Foundation authorizing the Foundation to execute and deliver this Agreement and consummate the transactions contemplated hereby.
The Foundation. The parties acknowledge this Agreement shall be effective to terminate the Lot 22 Construction Agreement notwithstanding the Foundation’s failure to execute this Agreement and covenant and agree not to use such lack of execution as a basis for attacking the enforceability of this Agreement. Smith agrees to indemnify and hold harmless each Devcon Released Party from and against all loss, liability, claim, damage (including incidental, consequential and punitive damages) or expense (including costs of investigation and defense and reasonable attorneys’ fees) whether or not involving third party claims, arising directly or indirectly from or in connection with the assertion by the Foundation of any claim or demand against any Devcon Released Party which claim or demand arises directly or indirectly from, or in connection with, the Lot 22 Construction Agreement. Smith further agrees not to pursue any right of contribution it may have with respect to any such claim asserted by the Foundation. Smith agrees to cooperate fully with the Company and to take such actions and execute and deliver or cause to be executed and delivered such additional instruments and documents as the Company may reasonably request for the purpose of negotiating a termination of the Foundation’s participation in the Lot 22 Construction Agreement or other amendment of the Foundation’s rights thereunder.