Matter definition
Examples of Matter in a sentence
Such Persons further covenant not to bring a Proceeding with respect to the Applicable Matters (or that could affect any Applicable Matter) other than in such Chosen Court and not to challenge or enforce in another jurisdiction a judgment of such Chosen Court.
Except in the event of Company Fraud, the Indemnifying Parties will have no liability for any Fundamental Representation Matter unless and until the aggregate Indemnification Obligations exceed, in the aggregate, $2,625,000, which amount shall be reduced to $1,575,000 on the date that is 12 months following the Closing Date (the “Deductible”).
A Class B Supermajority Direction shall be effective only if delivered to the Proxyholder and the Company in writing (which may be in the form of a written consent, electronic mail or other electronic transmission) and signed or otherwise validly authorized by holders representing at least sixty percent (60%) of the outstanding shares of Class B Common Stock as of the record date applicable to the relevant Matter.
Absent a timely Class B Supermajority Direction in accordance with Section 1(i), the Proxyholder shall abstain from voting the Shares with respect to the applicable Matter.
For the avoidance of doubt, the Class B Supermajority Direction shall be determined on a per-share basis, measured against all outstanding shares of Class B Common Stock as of the record date applicable to the relevant Matter.