Fundamental Issues. No action may be taken or decision made which binds the Company by the General Manager, any Member on behalf of the Company, or the Company, with regard to any of the Fundamental Issues without the vote (or written consent) of the Board of Managers in accordance with Section 5.4.2. Fundamental Issues shall include decisions and actions on the following matters, and such other matters as may be deemed Fundamental Issues, from time to time, by the Board of Managers:
Fundamental Issues. 15 SECTION 3
Fundamental Issues. Actions by the Stockholders or the Board will be taken as provided by law or the Certificate of Incorporation, provided that (A) for so long as USX and other USX Investors that are Affiliates of USX retain the right under Section 2.1 to designate at least one USX Director, the Company (including in its capacity as the managing member of RTI Holdings), RTI Holdings (including in its capacity as the managing member of RTI Opco) and the Stockholders shall not take and shall cause not to be taken, any actions involving the following without the affirmative vote or written consent of at least one USX Director designated by USX (if such action is subject to a Board vote or consent) or USX (if such action is subject to a Stockholder vote or consent) in their absolute discretion, and (B) for so long as Kobe and other Kobe Investors that are Affiliates of Kobe retain the right under Section 2.1 to designate at least one Kobe Director, the Company (including in its capacity as the managing member of RTI Holdings), RTI Holdings (including in its capacity as the managing member of RTI Opco) and the Stockholders shall not take, and shall cause not to be taken, any actions involving the following without the affirmative vote or written consent of at least one Kobe Director designated by Kobe (if such action is subject to a Board vote or consent) or Kobe (if such action is subject to a Stockholder vote or consent) in their absolute discretion (and neither a USX Director nor a Kobe Director will be deemed to have voted in favor of any action subject to a Board vote unless he or she was present at the meeting where such vote was taken and in fact cast an affirmative vote, nor to have consented to any action subject to a written Board consent unless he or she has in fact executed such consent):
Fundamental Issues. 13 Section 2.10 Deadlock..............................................................................14
Fundamental Issues. Notwithstanding the majority vote requirements set forth in Sections 2.6 and 2.8 hereof, each of the following actions or transactions (the "Fundamental Issues") shall require, and shall not be taken or consummated without: (a) in the case of clauses (i) through (iii) the favorable vote of not less than two-thirds of the number of Directors constituting the Board of Directors (provided, that any Director that is designated by a Minority Stockholder that does not hold, and as to which a Permitted Transferee of such Minority Stockholder pursuant to Section 1.62(f) does not hold, at the time such action is to be taken, any shares of Common Stock or Exchange Common Stock, shall abstain from any vote under clauses (ii) and (iii) hereof); and (b) in the case of clauses (iv) through (vii), the favorable vote of the holders of a majority of the issued and outstanding Voting Securities and the favorable vote of Minority Stockholders holding a majority of the aggregate shares of Voting Securities held by the Minority Stockholders at the time such action is to be taken (calculated, for purposes of this Section 2.9, as if the Minority Stockholders hold all shares of Common Stock previously exchanged for Charter Common Stock that is, as the date of determination, Exchange Common Stock):
Fundamental Issues. Notwithstanding Section 5.01 or any provision of this Agreement to the contrary (but only after following the procedures set forth in Section 4.06), the following matters shall require, and the Company shall not directly or indirectly do any of the following without first obtaining, the affirmative approval of the Board in accordance with Section 5.03(d) or Section 5.04, and for the avoidance of doubt, such matters shall not require any approval of the Members (each, a “Fundamental Issue”, and collectively, the “Fundamental Issues”):
Fundamental Issues. 6 1.12 Annual Budget and Business Plan...................................................... 9 1.13 Non-Competition; Business Opportunities.............................................. 10 1.14 Financial Statements; Stockholder Review............................................. 11 1.15
Fundamental Issues. (a) Actions by the Stockholders or the Board of Directors shall be taken as provided by law or the Company's Certificate of Incorporation or By-Laws, provided that commencing on the date hereof, for so long as either (A) the Funds in the aggregate own 10% or more of the issued and outstanding Common Stock or (B) JJF Group and PPK Group in the aggregate own 10% or more of the issued and outstanding Common Stock, the Company shall not take, and the Company and the Stockholders shall not permit to be taken, any of the following actions (each a "Fundamental Issue") without the favorable vote or written consent of at least five-sevenths of the whole number of Directors of the Company and, in the event that Stockholder approval also is required by law with respect to such Fundamental Issue, the favorable vote or written consent of the holders of more than two thirds of the total number of issued and outstanding shares of Common Stock:
Fundamental Issues. Notwithstanding the majority vote requirements set forth in Sections 2.6 and 2.8 hereof, each of the following actions or transactions (the "Fundamental Issues") shall require, and shall not be taken or consummated without: (a) in the case of clauses (i) through (iii) the favorable vote of the holders of not less than two-thirds (2/3) of the issued and outstanding Voting Securities; and (b) in the case of clauses (iv) through (vii), the favorable vote of the holders of a majority of the issued and outstanding Voting Securities and the favorable vote of Minority Stockholders holding a majority of the aggregate shares of Voting Securities held by the Minority Stockholders at the time such action is to be taken (calculated, for purposes of this Section 2.9, as if the Minority Stockholders hold all shares of Common Stock previously exchanged for Charter Common Stock that is, as the date of determination, Exchange Common Stock):
Fundamental Issues. While an airport wants the unfettered ability to undertake capital projects, airlines’ willingness to fund a large capital program is restricted by three issues: cost of capital, the facility development cycle, and competition.
