Fundamental Matters. The following matters shall require the prior unanimous authorization and approval of the Management Committee:
Fundamental Matters. 22 6.3 Officers of the Partnership.......................... 25 6.4
Fundamental Matters. Upon the consummation of the Merger and the Exchange, the indicated paragraphs of the definition of the term "Fundamental Matters" in the Prior Agreement shall be amended in their entirety to read as follows:
Fundamental Matters. The approval by the Board of any of the following actions (the “Fundamental Matters”) shall be subject to the unanimous approval of the Directors:
Fundamental Matters. 6.1 Nortel Networks agrees and undertakes towards Koor that the Company shall not carry out, and shall exercise its control of its subsidiaries, in order that such subsidiaries shall not carry out, any of the following without the prior written consent of Koor, if the matter is required to be approved by the shareholders of the Company, or without the prior written consent of one of the Koor Directors, in all other matters:
Fundamental Matters. Except in the limited situations provided for in ------------------- Sections 7.5.4, 7.5.5, 7.5.6 and 7.5.7, below, Approval of Fundamental Matters by the Management Committee shall be determined in accordance with Sections 7.5.1, 7.5.2 and 7.5.3, below, and the inability of the Management Committee to reach agreement on any matter, whether or not a Fundamental Matter, shall be conclusive, binding and not appealable.
Fundamental Matters. (a) GMSNACKS owns the GMSNACKS SVE Shares free and clear of all Liens (other than Permitted Transfer Restrictions) and General Xxxxx Holding B.V. owns the General Xxxxx Holding SVE Shares free and clear of all Liens (other than Permitted Transfer Restrictions). Each of GMSNACKS and General Xxxxx Holding B.V. has full right, power and authority to transfer the GMSNACKS SVE Shares and the General Xxxxx Holding SVE Shares, respectively, in accordance with this Agreement.
Fundamental Matters. (1) Notwithstanding any other provision to the contrary in the Articles, the Memorandum or this Agreement, the matters listed in Schedule 5.11(1) shall, in addition to any requirements imposed by Law, require the approval of one nominee director of each of GGC and CRA, respectively, in each case for so long as such Shareholder is entitled to nominate a director to serve on the Board of Directors.
Fundamental Matters. Corporate Changes
Fundamental Matters. The following matters shall require the prior unanimous authorization and approval of the Management Committee: Any transaction in which the Partnership (i) acquires, purchases or leases any asset or right for consideration having a fair market value in excess of $25,000, (ii) consolidates or merges with or into any other Person, (iii) sells, assigns, leases or otherwise transfers any asset or right having a fair market value in excess of $25,000, or (iv) assumes any liability or obligation in connection with Section 6.2(a)(i) above in excess of $25,000. The approval, execution and delivery of any contract, lease or agreement following the Effective Date; provided, that no such approval shall be required for (i) any contracts and permit applications in existence prior to the Effective Date and listed on Schedule 1.1(c) hereto, or (ii) any other contract, lease or agreement which is expressly non-recourse to the Partners so long as the amounts to be paid by the Partnership thereunder, together with all other amounts to be paid by the Partnership pursuant to contracts, leases or agreements that have not been unanimously approved or ratified by the Management Committee, does not exceed $50,000 in the aggregate excluding contracts, leases or agreements for supplies used in the ordinary course of business and contemplated in the Operating Budget. The approval, execution or delivery of any amendments to, modification or termination of, enforcement of rights under, or any consents or waivers in connection with any contract, lease or agreement, other than contracts entered into without prior unanimous approval of the Management Committee pursuant to subsection 6.2(a) or clause (ii) of subsection 6.2(b) above. The sale or issuance by the Partnership of any interest, or of any option, warrant or similar right to acquire any interest, of any kind in the Partnership. Any decision to (i) terminate all or any substantial part of the Project (an "Abandonment") or (ii) engage in any activity not contemplated by this Agreement. The incurrence or assumption of any Indebtedness by the Partnership, except for (i) Indebtedness which, when the principal amount thereof is aggregated with the principal amount of Indebtedness previously incurred pursuant to this subsection 6.2(f) which remains outstanding, does not exceed $25,000 and (ii) the Indebtedness represented by the Project Loan Documents. The granting of any Lien (other than Permitted Liens) on the assets or rights of the...
