Fundamental Decisions Sample Clauses

Fundamental Decisions. If either party to the Collective Agreement finds that a decision in a local disagreement may affect the fundamental principles underlying the whole area covered by the Collective Agreement, a request for handling of the disagreement by an organisational committee meeting may be made. If the request cannot be accepted, the request shall be deemed to be a request for conciliation.
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Fundamental Decisions. (a) In addition to any other approval required by applicable Legal Requirements or this Agreement, Fundamental Decisions are reserved to the Members, and none of the Company, the Managing Member, the Manager or any officer, employee or agent thereof shall do or take or make or approve any Fundamental Decision without a Supermajority Vote.
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Fundamental Decisions. Notwithstanding the provisions of Section 3.3, the prior written approval of each of PE Member and Common Member will be required to permit or cause the Company to take any action or make any decision that would constitute a Fundamental Decision. Any request to PE Member or Common Member for the approval of a Fundamental Decision shall be made in writing. The term “Fundamental Decision” as used in this Agreement shall mean any decision which involves each of the following matters:
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Fundamental Decisions. The term “Fundamental Decisions” shall have the meaning set forth in Annex I.
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Fundamental Decisions. LTD has a blocking right to the extent set forth above. Post-IPO Board Consent Rights: The Caliber REIT will have a Board of Directors consisting of 7 directors, one of which will be designated by LTD and four of which will be independent directors. Caliber REIT shall establish a Conflicts Committee comprised of the Independent Directors. Post-IPO, the Board consent rights at the Caliber REIT should mirror the Limited Partner consent rights as follows: 1.
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Fundamental Decisions. LTD rights will be diminished upon the IPO as provided in the Control Rights Matrix above, with items identified as Fundamental Decisions remaining subject to LTD approval following the IPO unless otherwise provided in the Control Rights Matrix. Exhibit P ACTIVE 685486760v16 Exhibit P Form of Advisor Fee Sharing Agreement Exhibit P ACTIVE 685486760v16 SCHEDULE 1.1(d) Assumed Liabilities Exhibit P ACTIVE 685486760v16 SCHEDULE 3.7 Caliber Brokers Schedule 4.7 ACTIVE 685486760v16 SCHEDULE 4.7 Contributor Third Party Consents Disclosure Schedule 4.11 ACTIVE 685486760v16 SCHEDULE 4.11 Real Estate Matters Schedule 4.14 ACTIVE 685486760v16 SCHEDULE 4.13 Contributor Tangible Assets Schedule 4.14 ACTIVE 685486760v16 SCHEDULE 4.14 Contributor Taxes Schedule 4.16 ACTIVE 685486760v16 SCHEDULE 4.15 Contributor Compliance With Laws Schedule 4.16 ACTIVE 685486760v16 SCHEDULE 4.16 Contributor Insurance Claims Schedule 4.18 ACTIVE 685486760v16 SCHEDULE 4.18 Contributor Environmental Matters Schedule 4.19 ACTIVE 685486760v16 SCHEDULE 4.19 Contributor Privacy and Data Security Schedule 4.21 ACTIVE 685486760v16 SCHEDULE 4.21 Contributor Litigation Schedule 4.26 ACTIVE 685486760v16 SCHEDULE 4.25 Contributor Existing Loans Legal Entity Original Loan Balance ($) Term/ Amortization Interest Rate Loan Maturity Prepayment Greenbrier Hotel Partners One, LLC 5,800,000 10/30 5.85% May-26 Defeasance GC Two Holdco, LLC 15,700,000 10/30 4.65% Oct-29 Defeasance LTD Sefira Columbia Joint Venture, LLC 12,100,000 3, +1, +1 /IO 5.94% Aug-22 Yes Devi Holding Company, LLC 9,200,000 10/30 5.85% May-26 Defeasance Greenbrier Circle Lodging Associates, LLC 7,800,000 10/30 5.45% Jun-28 Defeasance LTD Oyster Point, LLC 14,108,000 2/ IO P+4.75%, 8% Floor IO/ L + 11%, 12% Floor Jun-23 1 Year Interest Greenbrier Hotel Partners, LLC 13,400,000 10/30 6.15% Jun-26 Defeasance Greenbrier Hotel Partners Two, LLC 12,250,000 10/30 4.90% Jun-29 Defeasance Newtown Motel Associates, LLC 9,850,000 10/30 6.15% Jun-26 Defeasance LTD Hollymead, LLC 12,500,000 3, +1, +1/IO, 25 L + 600/7% Floor Jun-24 1% Exit Fee Schedule 4.26 ACTIVE 685486760v16 SCHEDULE 4.26 Contributor Material Contingent Liabilities Schedule 4.27 ACTIVE 685486760v16 SCHEDULE 4.27 Contributor Brokers None Schedule 5.3 ACTIVE 685486760v16 SCHEDULE 5.3 Caliber Retained Guaranteed Obligations
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Fundamental Decisions. Neither the Company nor any Subsidiary shall, and no officer, employee or Manager of the Company or any Subsidiary shall have the power or authority to cause the Company or any Subsidiary to, without the prior approval of the Board of Managers in accordance with Section
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Fundamental Decisions. The approval of the respective Council of each Party, or any person designated by the Council of a Party, shall be required for any fundamental decision(s) (“Fundamental Decision”) affecting the Lands, including but not limited to:
Sample 1
Fundamental Decisions. (a) In addition to any other approval required by applicable Legal Requirements or this Agreement, Fundamental Decisions are reserved to the Members, and none of the Company, the Managing Member, the Manager or any officer, employee or agent thereof shall do or take or make or approve any Fundamental Decision without a Supermajority Vote. (b) The decision of each Member as to whether or not to consent to any Fundamental Decision shall be in the sole discretion of such Member. A Member will be deemed to have consented if no written response manifesting an unambiguous approval or rejection is received from that Member within ten Business Days of delivery to that Member of a request for consent. A request for consent shall be sent by the Manager to each Member as provided in Section 13.1. Section 8.5
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Related to Fundamental Decisions

  • Contents of Fundamental Change Repurchase Notices Each Fundamental Change Repurchase Notice with respect to a Note must state:

  • Fundamental Change Repurchase Date The Fundamental Change Repurchase Date for any Fundamental Change will be a Business Day of the Company’s choosing that is no more than thirty five (35), nor less than twenty (20), Business Days after the date the Company sends the related Fundamental Change Notice pursuant to Section 4.02(E).

  • Fundamental Changes Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:

  • Fundamental Transactions If, at any time while this Warrant is outstanding, (i) the Company effects any merger of the Company with or into another entity and the Company is not the surviving entity (such surviving entity, the “Successor Entity”), (ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (iii) any tender offer or exchange offer (whether by the Company or by another individual or entity, and approved by the Company) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares of Common Stock for other securities, cash or property and the holders of at least 50% of the Common Stock accept such offer, or (iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock) (in any such case, a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive the number of shares of Common Stock of the Successor Entity or of the Company and any additional consideration (the “Alternate Consideration”) receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event (disregarding any limitation on exercise contained herein solely for the purpose of such determination). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any Successor Entity in such Fundamental Transaction shall issue to the Holder a new warrant consistent with the foregoing provisions and evidencing the Holder’s right to exercise such warrant into Alternate Consideration.

  • Fundamental Change Repurchase Price The Fundamental Change Repurchase Price for any Note to be repurchased upon a Repurchase Upon Fundamental Change following a Fundamental Change is an amount in cash equal to the principal amount of such Note plus accrued and unpaid interest on such Note to, but excluding, the Fundamental Change Repurchase Date for such Fundamental Change; provided, however, that if such Fundamental Change Repurchase Date is after a Regular Record Date and on or before the next Interest Payment Date, then (i) the Holder of such Note at the Close of Business on such Regular Record Date will be entitled, notwithstanding such Repurchase Upon Fundamental Change, to receive, on or, at the Company’s election, before such Interest Payment Date, the unpaid interest that would have accrued on such Note to, but excluding, such Interest Payment Date (assuming, solely for these purposes, that such Note remained outstanding through such Interest Payment Date, if such Fundamental Change Repurchase Date is before such Interest Payment Date); and (ii) the Fundamental Change Repurchase Price will not include accrued and unpaid interest on such Note to, but excluding, such Fundamental Change Repurchase Date. For the avoidance of doubt, if an Interest Payment Date is not a Business Day within the meaning of Section 2.05(C) and such Fundamental Change Repurchase Date occurs on the Business Day immediately after such Interest Payment Date, then (x) accrued and unpaid interest on Notes to, but excluding, such Interest Payment Date will be paid, in accordance with Section 2.05(C), on the next Business Day to Holders as of the Close of Business on the immediately preceding Regular Record Date; and (y) the Fundamental Change Repurchase Price will include interest on Notes to be repurchased from, and including, such Interest Payment Date.

  • Fundamental Changes; Dispositions (i) Wind-up, liquidate or dissolve, or merge, consolidate or amalgamate with any Person, or permit any of its Subsidiaries to do (or agree to do) any of the foregoing; provided, however, that (A) any Loan Party may be merged, consolidated or amalgamated with any Borrower so long as a Borrower is the surviving entity, (B) any Loan Party that is not a Borrower may be merged, consolidated or amalgamated with another Loan Party that is not a Borrower, (C) any wholly-owned Subsidiary of any Loan Party that is not a Loan Party may be merged, consolidated or amalgamated with any Loan Party so long as a Loan Party is the surviving entity and (D) any wholly-owned Subsidiary of a Loan Party that is not a Loan Party may merge, consolidate or amalgamate with another wholly-owned Subsidiary of a Loan Party that is not a Loan Party, in each case so long as (I) no other provision of this Agreement would be violated thereby, (II) the Administrative Borrower gives the Agents at least 30 days’ prior written notice of such merger, consolidation or amalgamation accompanied by true, correct and complete copies of all material agreements, documents and instruments relating to such merger, consolidation or amalgamation, including, but not limited to, the certificate or certificates of merger or amalgamation to be filed with each appropriate Secretary of State (with a copy as filed promptly after such filing), (III) no Default or Event of Default shall have occurred and be continuing either before or after giving effect to such transaction, and (IV) the Lenders’ rights in any Collateral, including, without limitation, the existence, perfection and priority of any Lien thereon, are not adversely affected by such merger, consolidation or amalgamation; and

  • Withdrawal of Fundamental Change Repurchase Notice A Holder that has delivered a Fundamental Change Repurchase Notice with respect to a Note may withdraw such Fundamental Change Repurchase Notice by delivering a written notice of withdrawal to the Paying Agent at any time before the Close of Business on the Business Day immediately before the related Fundamental Change Repurchase Date. Such withdrawal notice must state:

  • Fundamental Change At least 30 days prior to a Fundamental Change, the Committee may, but shall not be obligated to declare, and provide written notice to the Optionee of the declaration, that this Option shall be canceled at the time of, or immediately prior to the occurrence of, the Fundamental Change (unless it is exercised prior to the Fundamental Change) in exchange for payment to the Optionee, within ten days after the Fundamental Change, of cash equal to the amount, for each Share covered by the canceled Option, by which the event proceeds per share (as defined below) exceeds the exercise price per Share covered by this Option. This Option may be exercised in full (notwithstanding the Exercise Schedule) at any time at the discretion of the Optionee following such declaration by the Committee or, if no such declaration is made by the Committee, at any time after formal notification of the proposed Fundamental Change has been given to the Company's shareholders, and prior to the time of cancellation of this Option. This Option, to the extent it has not been exercised prior to the Fundamental Change, shall be canceled at the time of, or immediately prior to, the Fundamental Change, as provided in the declaration, and this Agreement shall terminate at the time of such cancellation, subject to the payment obligations of the Company provided in this paragraph. In the case of a Fundamental Change that consists of the merger or consolidation of the Company with or into any other corporation or statutory share exchange, the Committee, in lieu of the declaration above, may make appropriate provision for the protection of this Option by the substitution, in lieu of this Option, of an option to purchase appropriate voting common stock or appropriate voting common stock of the corporation surviving any such merger or consolidation or, if appropriate, the parent corporation of the Company or such surviving corporation. For purposes of the preceding paragraphs, the "event proceeds per share" is the cash plus the value (as determined by the Committee) of the non-cash consideration to be received per Share by the shareholders of the Company upon the occurrence of the Fundamental Change.

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