The Foundation. 10.1 The Foundation acts as a Buckaroo-appointed custodian of funds received by Merchants and other parties and manager of the Clients' Account and makes/forwards payments at Buckaroo’s request. The Merchant does not have an agreement with the Foundation. If the Foundation makes a payment to the Merchant, Buckaroo’s obligation to forward payments to the Merchant is reduced by an equal amount.
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 Jaxxx X. XxXxxx xervinx xx Xxxxxxxx xf the Board. Dxxxxx xxxx three (0) xxxx xxxxxx, 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 resxxx xxxx xxx Xxundatxxx'x xxxxx xx directors and xxxxx (0) 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 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. Xxxxx Xxxx, Xxxxxxx Xxxx, Xxxx Xxxxxxxxx, and Xxxxxx Xxxxxx 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 Xxxxx Xxxx and Xxxxxxx Xxxx. 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 is a Minnesota non-profit corporation qualified under Section 501(c)(3) of the Code.
The Foundation. The Foundation was officially registered on 2007 with the Provincial Department of Education and the Civil Affairs Department. It is a non-public fundraising foundation. Its business scope is to accept government funding and social donations, support financially disadvantaged students, reward outstanding teachers and students and support construction of schools.
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.