Fundamental Issues. No action may be taken or decision made which binds the Company by the General Manager, any Member on behalf of the Company, or the Company, with regard to any of the Fundamental Issues without the vote (or written consent) of the Board of Managers in accordance with Section 5.4.2. Fundamental Issues shall include decisions and actions on the following matters, and such other matters as may be deemed Fundamental Issues, from time to time, by the Board of Managers:
(a) calls for Additional Contributions or guarantees hereunder;
(b) the issuance of any notes, bonds, debentures or other obligations by the Company, or the incurrence of or assumption of any indebtedness if, after giving effect thereto, the aggregate principal amount of all such indebtedness of the Company, other than indebtedness previously approved by the Board of Managers (including, without limitation, the utilization by the Company of lines of credit previously approved by the Board of Managers for the purpose of financing the business of the Company in the ordinary course), would either (i) exceed the amounts specifically provided therefor and sufficiently identified in the Company’s current annual budgets referred to in Sections 5.5(p) and 8.1, or (ii) result in direct or indirect liability on either or both of the Members for repayment of such indebtedness;
(c) any acquisition, disposition, sale, conveyance, lease, sublease, exchange or other disposition of any interest in the Tacoma Facility other than the sublease contemplated by Section 2.9 hereof; in the Kalama Facility other than the sublease contemplated in Section 2.9 hereof; in the Irving Facility other than the lease contemplated in Section 2.9 hereof; or in the Houston Facility other than the lease contemplated in Section 2.9 hereof;
(d) the acquisition, disposition, sale, conveyance, lease, sublease, exchange or other disposition of real property having a value greater than a threshold amount to be determined by the Board of Managers;
(e) the acquisition, disposition, sale, conveyance, lease, sublease, exchange or other disposition of personal property, other than agricultural commodities traded in the ordinary course of business, with a value greater than a threshold amount to be determined by the Board of Managers;
(f) investing in any Person;
(g) the establishment of trading position limits for agricultural commodities traded by the Company;
(h) the making of loans or provision of guaranties, or the extension or pledge of c...
Fundamental Issues. Notwithstanding Section 5.01 or any provision of this Agreement to the contrary (but only after following the procedures set forth in Section 4.06), the following matters shall require, and the Company shall not directly or indirectly do any of the following without first obtaining, the affirmative approval of the Board in accordance with Section 5.03(d) or Section 5.04, and for the avoidance of doubt, such matters shall not require any approval of the Members (each, a “Fundamental Issue”, and collectively, the “Fundamental Issues”):
(a) Any amendment of or modification to the Company’s name, any constitutional documents of the Company or the business in which the Company operates;
(b) Any issuance of Membership Interests;
(c) Approval or amendment of financial results or forecasts;
(d) Any merger, consolidation, division, acquisition, divestiture, dissolution, share or membership interest exchange, sale of substantially all of the assets of the Company, reorganization or any other similar transaction;
(e) Any change in the Company’s tax or accounting principles or practices, including any change in the Company’s entity classification as a partnership for tax purposes;
(f) To the fullest extent permitted by Applicable Law, any voluntary liquidation, dissolution, winding up, commencement of or consent to bankruptcy, insolvency, liquidation or similar proceedings;
(g) Any appointment or removal of agents or representatives of the Company;
(h) Any creation or removal of an Encumbrance;
(i) Any execution or amendment of a contract, commitment, undertaking or other legally binding arrangements with NuScale or Fluor, whether written or oral;
(j) Any repurchase or redemption of Membership Interests;
(k) Any approval and implementation of any distributions or dividends and the timing and amount to be distributed to Members pursuant to Section 8.04(a) or any amendment or waiver to Section 8.04(a);
(l) Any increase or decrease of the number of Directors comprising the Board, except as set forth in Section 5.02(b);
(m) The creation, incurrence or assumption of debt by the Company;
(n) Except as otherwise set forth in this Agreement, any transaction or agreement between the Company, on the one hand, and IHI, JGC, or JBIC or any of their respective Affiliates, on the other hand;
(o) Any entry into any agreement or commitment by the Company, which binds, or purports to bind, a Member or any of its Affiliates; and
(p) Any entry into any agreement or commitment that binds...
Fundamental Issues. Notwithstanding the majority vote requirements set forth in Sections 2.6 and 2.8 hereof, each of the following actions or transactions (the "Fundamental Issues") shall require, and shall not be taken or consummated without: (a) in the case of clauses (i) through (iii) the favorable vote of the holders of not less than two-thirds (2/3) of the issued and outstanding Voting Securities; and (b) in the case of clauses (iv) through (vii), the favorable vote of the holders of a majority of the issued and outstanding Voting Securities and the favorable vote of Minority Stockholders holding a majority of the aggregate shares of Voting Securities held by the Minority Stockholders at the time such action is to be taken (calculated, for purposes of this Section 2.9, as if the Minority Stockholders hold all shares of Common Stock previously exchanged for Charter Common Stock that is, as the date of determination, Exchange Common Stock):
(i) approval or modification of the Annual Operating Plan;
(ii) approval or modification of the Annual Capital Plan;
(iii) exercise by the Corporation of (A) the Right of First Refusal or approval of any Transfer to a Third Party Purchaser pursuant to the Right of First Refusal, (B) the Charter Right of First Refusal and (C) the Corporation's rights pursuant to Section 4.4;
(iv) issuance of any Equity Securities of the Corporationor GPA, except for issuances to Charter pursuant to Section 6.1 and issuances pursuant to Section 7.1, if such issuances are in accordance with an Annual Capital Plan;
(v) approval of any Fundamental Corporate Transaction;
(vi) incurrence of indebtedness for borrowed money by the Corporation or any consolidated subsidiary in excess of $250,000 during any Fiscal Year, which indebtedness is not contemplated by the Annual Operating Plan or Annual Capital Plan; or
(vii) amendment, modification or restatement of the Certificate or the Bylaws. In the event that all of the Voting Securities of the Corporation are beneficially owned by Charter and one other Stockholder, the approval requirements of this Section 2.9 shall terminate and be of no further force or effect, and in such case the provisions of Section 2.2 with respect to designation of Representatives shall terminate; provided, however, that in the event that (i) a majority in interest of the Voting Securities of the Corporation are beneficially owned in the aggregate by Minority Stockholders and any Permitted Transferees (other than Charter) of any Minority S...
Fundamental Issues. (a) Actions by the Stockholders or the Board of Directors shall be taken as provided by law or the Company's Certificate of Incorporation or By-Laws, provided that commencing on the date hereof, for so long as either (A) the Funds in the aggregate own 10% or more of the issued and outstanding Common Stock or (B) JJF Group and PPK Group in the aggregate own 10% or more of the issued and outstanding Common Stock, the Company shall not take, and the Company and the Stockholders shall not permit to be taken, any of the following actions (each a "Fundamental Issue") without the favorable vote or written consent of at least five-sevenths of the whole number of Directors of the Company and, in the event that Stockholder approval also is required by law with respect to such Fundamental Issue, the favorable vote or written consent of the holders of more than two thirds of the total number of issued and outstanding shares of Common Stock:
(i) Any sale, lease or exchange of 50% or more of the assets of the Company in a single transaction or a series of related transactions, including but not limited to real property, goodwill or franchises.
(ii) Any merger or consolidation of the Company with or into another entity or the liquidation or dissolution of the Company.
(iii) Any amendment to the Certificate of Incorporation of the Company.
(iv) The authorization, issuance or sale of shares of capital stock, any other type of equity or debt securities or options, warrants or other rights to acquire equity or debt securities of the Company, except (A) the issuance by the Company of securities upon the conversion and in accordance with the terms of any securities convertible into other securities of the Company, or upon the exercise and in accordance with the terms of any options, warrants or rights to acquire securities of the Company, in each case issued by the Company either on or prior to the date hereof or in accordance with the provisions of this Section 1.11(a)(iii), but only to the extent that such conversion or exercise rights are mandatory to the Company and not at the Company's option, and (B) the issuance by the Company to key members of management of the Company and its Subsidiaries, pursuant to a management stock purchase plan or in the
(v) Subject to Section 1.11(b), any redemption, repurchase or other acquisition of capital stock or other equity securities of the Company (or any option, warrant or other right to acquire such capital stock or other equity secu...
Fundamental Issues. 13 Section 2.10 Deadlock..............................................................................14
Fundamental Issues. 15 SECTION 3
Fundamental Issues. 6 1.12 Annual Budget and Business Plan...................................................... 9 1.13 Non-Competition; Business Opportunities.............................................. 10 1.14 Financial Statements; Stockholder Review............................................. 11 1.15
Fundamental Issues. No action may be taken or decision made which binds the Company by the General Manager, any Member on behalf of the Company, or the Company, with regard to any of the Fundamental Issues without the vote (or written consent) of the Board of Managers in accordance with Section 5.4.
Fundamental Issues. While an airport wants the unfettered ability to undertake capital projects, airlines’ willingness to fund a large capital program is restricted by three issues: cost of capital, the facility development cycle, and competition.
