Procedural Rules The JSC shall have the right to adopt such standing rules as shall be necessary for its work, to the extent that such rules are not inconsistent with this Agreement. A quorum of the JSC shall exist whenever there is present at a meeting at least one (1) representative appointed by each Party. Representation by proxy shall be allowed. The JSC shall take action by consensus of the representatives present at a meeting at which a quorum exists, with each Party having a single vote irrespective of the number of representatives of such Party in attendance, or by a written resolution which may be delivered by way of email confirmation. Employees or consultants of either Party that are not representatives of the Parties on the JSC may attend meetings of the JSC; provided that (a) unless the other Party agrees, no more than two (2) such persons may attend any particular meeting, (b) attendance of any non-employee must be pre-approved by the other Party, such approval not to be unreasonably withheld, conditioned or delayed, (c) such attendees shall not vote or otherwise participate in the decision-making process of the JSC, and (d) such attendees are bound by obligations of confidentiality and non-disclosure that are substantially similar to those set forth in ARTICLE 13.
Procedural Steps A. Level I (Initial Discussion) If a member believes there is a basis for a grievance, he/she must first discuss the matter with his/her Principal or Immediate Supervisor in an effort to resolve the problem. During the meeting, the member will advise the Immediate Supervisor that the discussion is intended to be a Level I grievance meeting. B. Level II (Business Manager) 1. If the grievant is not satisfied with the results of Level I, or is unable for cause beyond his/her control to discuss the matter with his/her Principal or Immediate Supervisor within thirty (30) days as prescribed in Section 4.04 (B), above, he/she may begin the procedure by submitting the written grievance on the form attached hereto, (Appendix A-1), to the Business Manager with a copy to the Association President. 2. Within seven (7) days of receipt of the form, the Business Manager shall render a written decision (Appendix A-2). The decision reached at this time will be recorded in Level II of the Grievance Report Form (Appendix A-2) and a copy will be sent to the grievant and the Association President. C. Level III (Superintendent) 1. If the grievant is not satisfied with the results of Level II, he/she may, within seven (7) days of receipt of the Level II decision, continue the procedure by submitting the written grievance to the Superintendent/designee with a copy to the Association President. 2. Within fourteen (14) days of receipt of the form, the Superintendent/designee shall render a written decision. The decision reached at this meeting will be recorded in Level III of the Grievance Report Form (Appendix A-2) and a copy will be sent to the grievant and the Association President. D. Level IV (Arbitration) 1. If the grievant is not satisfied with the Level III decision, the Association ONLY, acting on the grievant’s request, may demand a hearing by an arbitrator by filing a written demand for arbitration with the Treasurer not later than fourteen (14) days after receipt of the Level III decision. 2. Within seven (7) days of the filing of the arbitration demand, the Board and the Association shall either select an arbitrator by mutual agreement or the Association will petition the American Arbitration Association (AAA) to provide a list of names from which an arbitrator shall be selected. The fees of the AAA, the cost of the arbitrator, and cancellation fees, shall be shared equally by the Board and the Association. 3. The decision of the arbitrator shall be binding on both parties. The arbitrator shall have no power to add to, subtract from, or in any way modify the provisions of this Agreement, and the arbitrator is prohibited from making a decision contrary to law as determined by a Court of competent jurisdiction. The Voluntary Labor Arbitration Rules of the AAA shall govern the arbitration process.
PROCEDURAL HISTORY On May 16, 2008, pursuant to 83 Illinois Administrative Code Part 763, Illinois Bell Telephone Company (“AT&T Illinois”) and Vertex Broadband, Corp. d/b/a AthenaTel d/b/a Reason to Switch d/b/a TownLink Communications d/b/a INT Connections (“Vertex”), filed a joint petition for approval of the Interconnection Agreement dated May 7, 2008 under Section 252 of the Telecommunications Act of 1996 (47 U.S.C. §§ 151 et seq.) (“the Act”). The Agreement was submitted with the petition. A statement in support of the petition was filed along with verifications sworn to by ▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇. on behalf of AT&T Illinois and by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ on behalf of Vertex, stating that the facts contained in the petition are true and correct to the best of their knowledge, information, and belief. Pursuant to notice as required by law and the rules and regulations of the Commission, this matter came on for hearing by the duly authorized Administrative Law Judge of the Commission at its offices in Chicago, Illinois, on June 9, 2008. Staff filed the Verified Statement of A. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ of the Commission’s Telecommunications Division on June 6, 2008. At the hearing on June 9, 2008, AT&T Illinois, Vertex and Staff appeared and agreed that there were no unresolved issues in this proceeding. ▇▇. ▇▇▇▇▇▇▇’▇ Verified Statement was admitted into evidence and the record was marked “Heard and Taken.”
Normal order of application Except as any Finance Document may otherwise provide, any sums which are received or recovered by any Creditor Party under or by virtue of any Finance Document shall be applied: (a) FIRST: in or towards satisfaction of any amounts then due and payable under the Finance Documents and the Master Agreement in the following order and proportions: (i) first, in or towards satisfaction pro rata of all amounts then due and payable to the Creditor Parties under the Finance Documents other than those amounts referred to at paragraphs (ii) and (iii) (including, but without limitation, all amounts payable by the Borrower under Clauses 20, 21 and 22 of this Agreement or by the Borrower or any Security Party under any corresponding or similar provision in any other Finance Document or in the Master Agreement); (ii) secondly, in or towards satisfaction pro rata of any and all amounts of interest or default interest payable to the Creditor Parties under the Finance Documents and the Master Agreement (and, for this purpose, the expression “interest” shall include any net amount which the Borrower shall have become liable to pay or deliver under section 2(e) (Obligations) of the Master Agreement but shall have failed to pay or deliver to the relevant Swap Bank at the time of application or distribution under this Clause 17); and (iii) thirdly, in or towards satisfaction pro rata of the Loan and the Swap Exposure of the Swap Bank (in the case of the latter, calculated as at the actual Early Termination Date applying to each particular Designated Transaction, or if no such Early Termination Date shall have occurred, calculated as if an Early Termination Date occurred on the date of application or distribution hereunder); (b) SECONDLY: in retention of an amount equal to any amount not then due and payable under any Finance Document or the Master Agreement but which the Agent, by notice to the Borrower, the Security Parties and the other Creditor Parties, states in its opinion will or may become due and payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction of them in accordance with the provisions of Clause 17.1(a); and
Procedural Requirements All holders of record of shares of Preferred Stock shall be sent written notice of the Mandatory Conversion Time and the place designated for mandatory conversion of all such shares of Preferred Stock pursuant to this Section 6. Such notice need not be sent in advance of the occurrence of the Mandatory Conversion Time. Upon receipt of such notice, each holder of shares of Preferred Stock shall surrender his, her or its certificate or certificates for all such shares (or, if such holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate) to the Corporation at the place designated in such notice. If so required by the Corporation, certificates surrendered for conversion shall be endorsed or accompanied by written instrument or instruments of transfer, in form satisfactory to the Corporation, duly executed by the registered holder or by his, her or its attorney duly authorized in writing. All rights with respect to the Preferred Stock converted pursuant to Section 6.1, including the rights, if any, to receive notices and vote (other than as a holder of Common Stock), will terminate at the Mandatory Conversion Time (notwithstanding the failure of the holder or holders thereof to surrender the certificates at or prior to such time), except only the rights of the holders thereof, upon surrender of their certificate or certificates (or lost certificate affidavit and agreement) therefor, to receive the items provided for in the next sentence of this Subsection 6.2. As soon as practicable after the Mandatory Conversion Time and the surrender of the certificate or certificates (or lost certificate affidavit and agreement) for Preferred Stock, the Corporation shall issue and deliver to such holder, or to his, her or its nominees, a certificate or certificates for the number of full shares of Common Stock issuable on such conversion in accordance with the provisions hereof, together with cash as provided in Subsection 5.2 in lieu of any fraction of a share of Common Stock otherwise issuable upon such conversion and the payment of any declared but unpaid dividends on the shares of Preferred Stock converted. Such converted Preferred Stock shall be retired and cancelled and may not be reissued as shares of such series, and the Corporation may thereafter take such appropriate action (without the need for stockholder action) as may be necessary to reduce the authorized number of shares of Preferred Stock accordingly.