Fundamental Matter definition

Fundamental Matter means (and is limited to) the following matters (in each case, only to the extent that this Agreement or applicable law requires the vote or consent of the Members): (i) the sale of substantially all of the assets of the Company; (ii) the merger, consolidation or equity exchange of the Company; (iii) amendments to this Agreement that would disproportionately and adversely affect a Dominant Member’s express rights as a Member relative to the other Members; (iv) the bankruptcy of the Company; and (v) an initial public offering of the Company.
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Fundamental Matter means any of the actions specified in Section 2.03(b)(i), Section 2.03(h) or Section 2.03(i).
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Fundamental Matter means each “Fundamental Matter” described in the Project Creditor Agreement, other than (i) a determination to modify any Restricted Payment Condition or waive any condition to be satisfied by the Issuer in order to make a restricted payment; (ii) a determination to waive any Fundamental Default Event or modify or waive any provision of the Financing Documents, the violation of which would constitute a Fundamental Default Event, in each case related to a violation of any social and environmental provision or integrity provisions under the Financing Documents or (iii) any change or waiver related to the definition of “Social and Environmental Requirements”, or any change or waiver related to the compliance with the Social and Environmental Requirements, or acceptance of any remedial action taken pursuant to Annex 2 (Social and Environmental Annex) to the CTA.
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Examples of Fundamental Matter in a sentence

  • Many landlords have been unfortunate victims of this, finding that their agents have changed their identity while in possession of their tenants’ rent and deposit money.

  • Under the Amended and Restated Bylaws, the MRC Board would send each Municipal Member notice of the Board’s vote on a Fundamental Matter, and the Member would have 30 days from the date of the notice to call a special meeting of the Members, which must be held within 45 days of the date of notice, to vote on the Fundamental Matter.

  • The notice of any Special Meeting at which a Fundamental Matter will be discussed must state that a Fundamental Matter will be dis- cussed in the notice of the meeting.Section U.

  • Ochirov, Pure Gravities via Color-Kinematics Duality for Fundamental Matter, JHEP 11 (2015) 046 [arXiv:1407.4772] [INSPIRE].[50] M.

  • The Option Agreement is a Fundamental Matter as defined in the Bylaws of the MRC requiring a notice to Members.

  • QCD1+1 with Fundamental Matter This theory was originally considered by ’t Hooft in the limit of large Nc [35].

  • Umesh Submitted to PRL, arXiv:1710.04227 Other papers: • “Dual Superconformal Symmetry of N = 2 Chern-Simons theory with Fundamental Matter and Non-Renormalization at Large N”K.

  • The covenants of the Company shall survive without limitation and shall constitute a Fundamental Matter for all purposes under this Agreement.

  • The covenants of Seller shall survive without limitation and shall constitute a Fundamental Matter for all purposes under this Agreement.

  • In the case of claims related to all Indemnifiable Matters hereunder (other than a Fundamental Matter), the maximum amount that Acquirer may recover by way of set off against any Earnout Payment that becomes due and payable hereunder shall be $8,000,000 (the “Cap”).


More Definitions of Fundamental Matter

Fundamental Matter means (and is limited to) the following matters (in each case, only to the extent that the certificate of incorporation or the Bylaws of the corporation or applicable law requires the vote or consent of the shareholders of the corporation): (i) the sale of substantially all of the assets of the corporation; (ii) the merger, consolidation or share exchange of the corporation; (iii) amendments to the certificate of incorporation or Bylaws of the corporation that would disproportionately and adversely affect a Dominant Shareholder’s express rights as a shareholder of the corporation relative to the other shareholders of the corporation; (iv) the bankruptcy of the corporation; and (v) an initial public offering of the corporation; and (2) the term “Dominant Shareholder” means any shareholder of the corporation (including such shareholder’s subsidiaries and affiliates) holding voting stock of the corporation representing 46.55% or more of the voting power of the outstanding stock of the corporation.
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Fundamental Matter has the meaning set forth in Section 3.3(f)(v).
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Fundamental Matter means any of the following actions or ------------------ transactions, including the entering into of any contract or agreement (including amendments, modifications, enforcement, waiver, extension or renewal thereof) in furtherance thereof:
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Fundamental Matter means any of the actions specified in clause (i) of Section 2.03(b), Section 2.03(o) or Section 2.03(q).
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Fundamental Matter has the meaning assigned to it in Schedule XI.
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Related to Fundamental Matter

  • Fundamental Warranties means the representations and warranties of Group Companies set forth in Sections 4.1 (Organization, Standing and Qualification), 4.2 (Capitalization and Other Particulars of the Group Companies), 4.3 (Due Authorization), 4.4 (Valid Issuance of Purchased Shares), 4.5 (No Conflicts), 4.6 (Compliance with Law; Licenses), 4.8 (Financial Statements) and 4.19 (Taxes).

  • Fundamental Representations has the meaning set forth in Section 8.1.

  • Buyer Fundamental Representations means the representations and warranties of Buyer contained in Sections 6.1, 6.2 and 6.7.

  • Seller Fundamental Representations means the representations and warranties set forth in Section 6.1 (Organization, Good Standing and Qualification of Seller), Section 6.2 (Authorization; Enforceability), Section 6.10 (Title to Purchased Assets) and Section 6.26 (Brokerage Commission).

  • Parent Fundamental Representations means the representations and warranties of Parent set forth in Section 5.1 (Corporate Existence and Power), Section 5.3 (Corporate Authorization), Section 5.6 (Finders’ Fees), Section 5.7 (Issuance of Shares), and Section 5.8 (Capitalization).

  • Fundamental Representation has the meaning set forth in Section 9.1.

  • Company Fundamental Representations means the representations and warranties set forth in Section 3.1 (Organization; Good Standing); Section 3.2 (Corporate Power; Enforceability); Section 3.3(a) (Company Board Approval); Section 3.3(b) (Anti-Takeover Laws); Section 3.4 (Requisite Stockholder Approvals); Section 3.5(a) (Non-Contravention); Section 3.7 (Company Capitalization); and Section 3.25 (Brokers).

  • Purchaser Fundamental Representations means the representations and warranties set forth in Section 4.1 (Organization; Good Standing); Section 4.2 (Corporate Power; Enforceability); Section 4.3(a) (Non-Contravention) and Section 4.8 (Brokers).

  • Fundamental Representations and Warranties means the representations and warranties contained in Sections 3.1, 3.2, 3.6, 4.1 and 4.3.

  • Fundamental research means basic and applied research in science and engineering, the results of which ordinarily are published and shared broadly within the scientific community, as distinguished from proprietary research and from industrial development, design, production, and product utilization, the results of which ordinarily are restricted for proprietary or national security reasons.

  • Non-Stock Fundamental Change means any Fundamental Change other than a Common Stock Fundamental Change.

  • Fundamental Change Notice has the meaning specified in Section 8.02(a).

  • Fundamental Change shall be deemed to have occurred at the time after the Notes are originally issued if any of the following occurs:

  • Fundamental Change Effective Date means the date on which any Fundamental Change becomes effective.

  • Fundamental Documents means, with respect to a corporation, the charter and bylaws (each as amended) or, with respect to any other Person, the documents by which such Person (other than an individual) establishes its legal existence or which govern its internal affairs.

  • Make-Whole Fundamental Change means any transaction or event that constitutes a Fundamental Change (as defined above and determined after giving effect to any exceptions to or exclusions from such definition, but without regard to the proviso in clause (b) of the definition thereof).

  • Specified Merger Agreement Representations such of the representations made by the Target with respect to the Target and its Subsidiaries in the Merger Agreement as are material to the interests of the Lenders and the Joint Bookrunners (in their capacities as such), but only to the extent that the Borrower (or its Affiliates) has the right to terminate the Borrower’s (or such Affiliate’s) obligations under the Merger Agreement or the right to decline to consummate the Merger as a result of a breach of such representations in the Merger Agreement.

  • Make-Whole Fundamental Change Effective Date means (A) with respect to a Make-Whole Fundamental Change pursuant to clause (A) of the definition thereof, the date on which such Make-Whole Fundamental Change occurs or becomes effective; and (B) with respect to a Make-Whole Fundamental Change pursuant to clause (B) of the definition thereof, the applicable Redemption Notice Date.

  • Fundamental Change Repurchase Price shall have the meaning specified in Section 15.02(a).

  • Fundamental Policies means the investment policies and restrictions as set forth from time to time in any Registration Statement of the Trust filed with the Commission and designated as fundamental policies therein, as they may be amended from time to time in accordance with the requirements of the 1940 Act.

  • Make-Whole Fundamental Change Period shall have the meaning specified in Section 14.03(a).

  • Fundamental Change Expiration Time shall have the meaning specified in Section 16.02(b)(ix).

  • Fundamental Change Repurchase Date shall have the meaning specified in Section 15.02(a).

  • Common Stock Fundamental Change means any Fundamental Change in which more than 50% of the value (as determined in good faith by the Board of Directors of the Company) of the consideration received by holders of Common Stock consists of common stock that, for the 10 Trading Days immediately prior to such Fundamental Change, has been admitted for listing or admitted for listing subject to notice of issuance on a national securities exchange or quoted on Nasdaq National Market, provided, however, that a Fundamental Change shall not be a Common Stock Fundamental Change unless either (i) the Company continues to exist after the occurrence of such Fundamental Change and the outstanding Preferred Stock continues to exist as outstanding Preferred Stock, or (ii) not later than the occurrence of such Fundamental Change, the outstanding Preferred Stock is converted into or exchanged for shares of convertible preferred stock, which convertible preferred stock has powers, preferences and relative, participating optional or other rights, and qualifications, limitations and restrictions substantially similar (but no less favorable) to those of the Preferred Stock.

  • Company Representations means the representations and warranties of the Company expressly and specifically set forth in Article IV of this Agreement, as qualified by the Schedules. For the avoidance of doubt, the Company Representations are solely made by the Company.

  • Fundamental Change Repurchase Notice shall have the meaning specified in Section 15.02(b)(i).