Fundamental Issue definition

Fundamental Issue has the meaning set forth in Section 5.06.

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

Fundamental Issue means any of the following matters: (i) adopting or amending the Company’s certificate of formation, business plans and budgets; (ii) making a capital call or request for additional contributions to the Company; (iii) entering into a consolidation, reorganization, merger or sale of substantially all of the assets of the Company or any other similar transaction; (iv) initiating or settling any litigation or arbitration proceeding involving the Company in excess of $150,000; (v) retain legal counsel, auditors, and other professionals in connection with the Company’s Business; (vi) any proposed material change in the Business or any amendment to the Underwriting Guidelines annexed hereto as Schedule 6.18; or (vii) any material and fundamental dispute between the Managers relating to the operation of the Business;

Fundamental Issue shall have the meaning set forth in Article 9.

Examples of Fundamental Issue in a sentence

The General Manager shall enter into transactions on behalf of the Company except that the General Manager is not authorized to take any action on a Fundamental Issue unless the Board of Managers shall have approved such action pursuant to Section 5.4.2.
If the above mentioned executives of the Members are unable to resolve such deadlocked Fundamental Issue within thirty (30) days following submission of the matter to them for resolution, and such Fundamental Issue has or will have a material adverse effect on the business of the Company, then the matter shall be submitted to arbitration in accordance with Section 13.2 of this Agreement.
Notwithstanding anything to the contrary contained herein, a resolution in respect of Fundamental Issue shall require the affirmative vote of a Director nominated by IGC, for it to be validly passed.
The Chairman of the Board shall have a casting vote in respect of any Fundamental Issue.
If the Board of Managers cannot agree on any Fundamental Issue within thirty (30) days following the Board of Managers’ meeting at which a decision on such Fundamental Issue was sought, or within thirty (30) days of any such Fundamental Issue being submitted to the Managers for approval, then such matter shall be submitted to the Chief Operating Officer of CHS and the appropriate Corporate Center Member of Cargill to resolve.
Notwithstanding anything to the contrary contained herein, if at a general meeting a resolution in respect of Fundamental Issue is proposed to be passed such resolution shall require the affirmative vote of the authorised representative of IGC for it to be validly passed.
If the Management Committee cannot agree on any Fundamental Issue within thirty [30] days following the Management Committee meeting at which a decision on such Fundamental Issue was sought, or within thirty [30] days of any such Fundamental Issue being submitted to the members of the Management Committee for approval, then such matter shall be submitted to the Chief Executive Officer of Harvest States Cooperatives and the Chief Executive Officer of Continental Grain Company to resolve.
Any matter affecting a Subsidiary which would be a Fundamental Issue within the meaning of Section 1.11 if it affected the Company shall be submitted for consideration by the Board of Directors pursuant to Section 1.11.
The Company Board shall set the Key Issue or the Fundamental Issue aside for a period of forty-five (45) days.
In Accordance with Section 2.1.7.2.8 of the Shareholders Agreement, if the Fairfax Group Shareholders fail to deliver the Nomination Notice to the ▇▇▇▇▇▇ Group Shareholder Representative in accordance with Section 2.1.7.2 of the Shareholders Agreement and this Section 4.5, the Fairfax Group Shareholders’ right to nominate a Fairfax Special Nominee with respect to the Fundamental Issue in respect of which the Deadlock occurred will be null and void.

More Definitions of Fundamental Issue

Fundamental Issue has the meaning set forth in Section 7.02.

Fundamental Issue has the meaning as set out in Clause 10.3.

Fundamental Issue means decisions and actions which would have a material impact on the Partnership including, specifically, the following matters: (i) Incurring, or becoming liable in respect of, increasing, modifying, or extending any loan or other indebtedness of the Partnership, whether secured or unsecured, including borrowings for working capital purposes; (ii) Acquiring, whether by purchase or otherwise, or leasing, whether as lessor or lessee, any real property; (iii) Acquiring or leasing any personal property other than in the ordinary course of business; (iv) Selling, leasing or otherwise conveying or transferring any material Partnership Assets, other than in the ordinary course of business, or granting any options, rights of first refusal, mortgages, pledges, security interests or other encumbrances with respect to such Partnership Assets; (v) Making any loans, extending any credit or becoming a guarantor, surety or endorser, to or for any Person (including any Partner) except for normal trade credit extended, and customary endorsements for deposit of instruments received, in the ordinary course of business; (vi) Confessing any judgment against the Partnership, releasing, compromising, assigning or transferring any claims, rights or benefits of the Partnership, submitting a Partnership claim to arbitration (other than pursuant to customary trade association rules to which the Partnership becomes subject in the ordinary course of business), or submitting a Partnership claim to litigation; (vii) Entering into, terminating or materially amending any contract, commitment or obligation (other than those contracts made in the ordinary course of business); (viii) Entering into or engaging in any business other than that described in Section 1.05 hereof; (ix) Entering into or amending any Interested Party Contracts as described in Section 10 hereof; (x) Making any elections for tax purposes, including any elections pursuant to Section 754 of the Code; (xi) Distributing any cash or Partnership Assets, other than as provided in this Agreement, or establishing any Reserves; (xii) Admitting a new Partner to the Partnership; (xiii) Making additional Capital Contributions to the Partnership, either proportionately or disproportionately; (xiv) Doing any act in contravention of this Agreement or which would make it impossible or unreasonably burdensome to carry on the business of the Partnership; or (xv) Entering into any amendment, modification, revision, supplement, rescissio...

Fundamental Issue has the meaning set forth in Section 5.1 of the Restated Shareholders Agreement.

Fundamental Issue means any of the following matters: (i) amendment of the Articles of Incorporation or Bylaws of the Corporation; (ii) issuance of additional shares or other increase of the Shareholders’ equity in the Corporation; (iii) merger or consolidation of the Corporation with another entity; (iv) transactions by the Corporation with any Shareholder or any related party other than in the ordinary course of business; (v) redemption of stock; (vi) dissolution; (vii) transactions where the Corporation would borrow or expend funds of more than Five Hundred Thousand and 00/100 Dollars ($500,000.00); and (viii) sale of all or substantially all of the Corporation’s assets outside of the ordinary course of business.