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. 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. 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. (a) MEEMIC Insurance is the sole member of The MEEMIC Foundation for the Future of Education, a Michigan not-for-profit corporation that is duly organized, validly existing and in good standing under the laws of Michigan (the "Foundation"). Prior to the date hereof, Holdings has made available to the Buyer true and complete copies of the articles of incorporation and bylaws of the Foundation, as currently in effect. Since its inception, the only activities the Foundation has conducted has been to provide financial assistance to students, educators and schools in the form of mini-grants and scholarships and to manage a portfolio of investments made by the Foundation upon the receipt of cash contributions from MEEMIC Insurance, and the Foundation has all requisite corporate power and authority to own such investment assets as are now owned and to conduct such activities as now conducted.
The Foundation. Section 1.01 The Hospital Foundation (“Foundation”) has contributed in a meaningful way to the operation of the Hospital for many years. BMH and TVH recognize the support the Foundation has provided, and BMH and TVH wish to continue to promote the collaborative relationship that exists. Due to the Hospital's change in ownership, it will be necessary for the Foundation to review and potentially revise its governing documents (Articles of Incorporation, Bylaws, etc.) to demonstrate that the Foundation will continue to support TVH after the Closing Date. The Foundation Director and the leadership of TVH will work closely together to align efforts and to develop a comprehensive philanthropic plan that reflects a unity of interest between TVH and BMH, for the benefit of TVH patients, consistent with the mission, vision, strategic plan and values of TVH.