Special Matters definition

Special Matters means any of the following actions taken by the Company: (i) solely if a vote of the Common Stock is required by the DGCL or the listing rules of the Nasdaq Stock Market, or such other national securities exchange on which the Common Stock is primarily listed, the issuance of shares of any class or series of capital stock of the Company (or any security convertible into or exercisable for shares of any class or series of capital stock of the Company), other than (A) the issuance of shares of any class or series of capital stock of the Company (or any security convertible into or exercisable for shares of any class or series of capital stock of the Company) to directors, officers, employees, or consultants of the Company or its subsidiaries or affiliates as compensation in connection with their service as such, or (B) the issuance of shares of any class or series of capital stock of the Company (or any security convertible into or exercisable for shares of any class or series of capital stock of the Company), the proceeds of which will be used solely to repay indebtedness of the Company and related expenses; and (ii) a Change in Control (as defined in the Merger Agreement) in which the enterprise value of the Company is less than $2,500,000,000.00.

Special Matters mean: (1) the issuance of Class A Units pursuant to Section 3.2(c)(i), (2) any Transfers of Un-agreed Derivatives and (3) any distribution pursuant to Section 6.1(b).

Special Matters means (i) indemnification pursuant to Section 1.01(a)(i) with respect to any of the representations and warranties contained in Section 3.01 (Organization and Qualification; No Subsidiaries), Section 3.02 (Organizational Documents), Section 3.03 (Capital Structure, Ownership and Title), Section 3.04 (Authority Relative to This Agreement), Section 3.13 (Taxes), Section 3.18 (Brokers), Section 4.01 (The Members), Section 4.02 (Authority Relative to This Agreement), and Section 4.04 (Ownership of Membership Interests) and (ii) indemnification pursuant to Section 1.01(a)(iv)-(iv).

Examples of Special Matters in a sentence

• Subordinate Voting Shares 55 Section 6.5 Corporation to Reserve Subordinate Voting Shares 55 Section 6.6 Cancellation of Converted Debentures 55 Section 6.7 Certificate as to Adjustment 55 Section 6.8 Notice of Special Matters.

• Section 4.1 Adjustment of Number of Warrant Shares and Exercise Price 19 Section 4.2 Entitlement to Warrant Shares on Exercise of Warrant 23 Section 4.3 No Adjustment for Certain Transactions 24 Section 4.4 Determination by Independent Firm 24 Section 4.5 Proceedings Prior to any Action Requiring Adjustment 24 Section 4.6 Certificate of Adjustment 24 Section 4.7 Notice of Special Matters 24 Section 4.8 No Action after Notice 25 Section 4.9 Other Action.

• The Monthly Retainer does not include fees for litigation in which the Firm directly represents TSI, transactional work or Special Matters outside of the ordinary course of business of TSI.

• Section 4.1 Adjustment of Number of Warrant Shares and Exercise Price 21 Section 4.2 Entitlement to Warrant Shares on Exercise of Warrant 25 Section 4.3 No Adjustment for Certain Transactions 25 Section 4.4 Determination by Independent Firm 25 Section 4.5 Proceedings Prior to any Action Requiring Adjustment 25 Section 4.6 Certificate of Adjustment 25 Section 4.7 Notice of Special Matters 26 Section 4.8 No Action after Notice 26 Section 4.9 Other Action.

• Subject to the next sentence, the maximum liability of Sellers in the aggregate for Indemnifiable Damages other than for Special Matters shall be limited to the Indemnity Escrow Shares, and the maximum liability of each Seller for Indemnifiable Damages, beyond the forfeiture of the Indemnity Escrow Shares, shall be limited to the value of the aggregate consideration payable by the Acquiror to such Seller pursuant to this Agreement (determined on a pre-tax basis).

More Definitions of Special Matters

Special Matters means any of the following matters with respect to the Corporation or any Affiliate of the Corporaiton (except as otherwise expressly established):

Special Matters means those matters described in Schedule 2 that may not be proposed, entered into or implemented without approval by way of a Special Directors' Resolution;

Special Matters means: (1) changes, due to normal operations, in the condition (financial or otherwise), properties, assets, liabilities, business, operations or affairs of the Company occurring after May 30, 1998; (2) the Company's relationships with customers and suppliers; (3) the matters referred to on the Schedule of "Universal-Rundxx Xxxsing Adjustments/Items" as identified in and attached to a side agreement of even date herewith between Seller and Buyer referring thereto; (4) the environmental matters referred to on Tables 2-8 as identified in and attached to a side agreement of even date herewith between Seller and Buyer referring thereto; (5) retiree medical and life benefits provided by the Company as referred to in Section 3.18 hereof and the Disclosure Schedule; and (6) the Company's union relations and any dealings or discussions between Buyer and its representatives, on the one hand, and the unions representing the Company's employees, on the other hand, occurring during the last 60 days.

Special Matters has the meaning specified in Schedule A.

Special Matters is defined in Section 8.2(c).

Special Matters means (i) Liabilities for Taxes, (ii) Liabilities arising under Environmental, Health and Safety Laws, and (iii) Liabilities arising under Employee Benefit Plans, except, in each case, to the extent that such Liabilities are expressly assumed by Nabors pursuant to this Agreement.

Special Matters has the meaning set forth in Section 10.05 of this Agreement.