Extraordinary Decision definition

Extraordinary Decision. As defined in Section 4.3. ----------------------
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Extraordinary Decision means any Major Decision with respect to the matters in Section3.2(a), (b), (c), (d), (e), (g), (h), (i), (n), (p), (t), (u), (w) (to the extent any such guaranty, indemnity bond or surety bond by the Company is given other than in connection with the Constructing Financing, or for the benefit of a Member or its Affiliate, or other third party, or for non-Company purposes), (jj), (kk) and (ll).
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Extraordinary Decision shall have the meaning set forth in Section 9.3 hereof.
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Examples of Extraordinary Decision in a sentence

  • Each of the actions set forth above is referred to as an "Extraordinary Decision".

  • The Manager shall make all decisions and supervise all actions with respect to the operation and management of the Systems, provided, however, that nothing contained herein shall authorize the Manager to make any decision or take any action with respect to the Systems if such decision or action is an Extraordinary Decision or if such action requires the consent of the Class C Directors.

  • The approval of any Business Plan or Annual Budget shall not imply or be deemed to be an approval of any matter within that Business Plan or Annual Budget which would itself constitute an Extraordinary Decision requiring approval in accordance with this clause.

  • The Members may, but neither Member shall be obligated to, take such dispute regarding an Extraordinary Decision to mediation pursuant to the mediation procedures that are set forth on Exhibit A attached hereto (and in no event shall a dispute regarding an Extraordinary Decision be subject to binding arbitration).

  • The Board (with the approval of the Romeo Designee with respect to any Extraordinary Decision (as hereinafter defined)) may delegate any or all of such rights, powers and obligations to the General Manager of the JV.

  • In weighing the probative value of evidence against its prejudicial effect, an appellate court gives great leeway to the trial judge‟s determination.

  • If any disapproval of an Extraordinary Decision specified in Part 1 of Schedule 1 is not resolved pursuant to (a) above, each of Alcatel and Loral shall have the right to serve a notice on the other Shareholders (a "DEADLOCK NOTICE"), with a copy to the Company, specifying that a deadlock has occurred, and the provisions of clause 11.3 shall apply.

  • An "Extraordinary Decision", as defined hereinafter, shall require the vote of four of the five directors.

  • The USC Partners' Committee shall meet by telephone or, at the request of any member of the USC Partners' Committee, in Person, as often as shall be necessary to make any Extraordinary Decision or take any other action required to be taken or approved by the USC Partners' Committee.

Related to Extraordinary Decision

  • Extraordinary Distribution means any dividend or other distribution (effected while any of the shares of ESOP Preferred Stock are outstanding) (a) of cash, where the aggregate amount of such cash dividend and distribution together with the amount of all cash dividends and distributions made during the preceding period of 12 months, when combined with the aggregate amount of all Pro Rata Repurchases (for this purpose, including only that portion of the aggregate purchase price of such Pro Rata Repurchase which is in excess of the Fair Market Value of the Common Stock repurchased as determined on the applicable expiration date (including all extensions thereof) of any tender offer or exchange offer which is a Pro Rata Repurchase, or the date of purchase with respect to any other Pro Rata Repurchase which is not a tender offer or exchange offer made during such period), exceeds Twelve and One- Half percent (12.5%) of the aggregate Fair Market Value of all shares of Common Stock outstanding on the record date for determining the shareholders entitled to receive such Extraordinary Distribution and (b) any shares of capital stock of the Corporation (other than shares of Common Stock), other securities of the Corporation (other than securities of the type referred to in paragraph I(2)), evidence of indebtedness of the Corporation or any other person or any other property (including shares of any subsidiary of the Corporation), or any combination thereof. The Fair Market Value of an Extraordinary Distribution for purposes of paragraph I(4) shall be the sum of the Fair Market Value of such Extraordinary Distribution plus the amount of any cash dividends which are not Extraordinary Distributions made during such twelve- month period and not previously included in the calculation of an adjustment pursuant to paragraph I(4).

  • Extraordinary Items means (i) extraordinary, unusual, and/or nonrecurring items of gain or loss; (ii) gains or losses on the disposition of a business; (iii) changes in tax or accounting regulations or laws; or (iv) the effect of a merger or acquisition, all of which must be identified in the audited financial statements, including footnotes, or Management Discussion and Analysis section of the Company’s annual report.

  • key decision * means an executive decision which is likely to:

  • Extraordinary General Meeting means an Extraordinary General Meeting of the Members duly called and constituted and any adjourned holding thereof.

  • Extraordinary Event means a Merger Event, Tender Offer, Nationalisation, Insolvency or Delisting, as the case may be.

  • Extraordinary Loss Any Realized Loss or portion thereof caused by or resulting from:

  • Extraordinary Dividend means any cash dividend or distribution (or portion thereof) that the Calculation Agent determines, in its sole discretion, is extraordinary or special; and

  • Extraordinary Adjustment Event means any of the following events as they relate to the Reference In- strument:

  • Extraordinary Services and "Extraordinary Expenses" means all services rendered and all expenses (including fees and expenses of Counsel) incurred under the Indenture and the Tax Agreement other than Ordinary Services and Ordinary Expenses.

  • Extraordinary Cash Dividend means any cash dividend with respect to the Common Stock the amount of which, together with the aggregate amount of cash dividends on the Common Stock to be aggregated with such cash dividend in accordance with the provisions of this paragraph, equals or exceeds the threshold percentage set forth in item (i) below. For purposes of item (i) below, the "Measurement Period" with respect to a cash dividend on the Common Stock shall mean the 365 consecutive day period ending on the date prior to the Ex-Dividend Time with respect to such cash dividend, and the "Relevant Cash Dividends" with respect to a cash dividend on the Common Stock shall mean the cash dividends on the Common Stock with Ex-Dividend Times occurring in the Measurement Period.

  • Extraordinary Events Any of the following conditions with respect to a Mortgaged Property (or, with respect to a Cooperative Loan, the Cooperative Apartment) or Mortgage Loan causing or resulting in a loss which causes the liquidation of such Mortgage Loan:

  • Extraordinary Losses Any loss incurred on a Mortgage Loan caused by or resulting from an Extraordinary Event.

  • Extraordinary Circumstances means floods, snow, ice storms, tornadoes, earthquakes, or other

  • Adequacy Decision means a decision issued by the European Commission that a country or region or a category of recipients in such country or region is deemed to provide an “adequate” level of data protection.

  • Administrative merits determination means certain notices or findings of labor law violations issued by an enforcement agency following an investigation. An administrative merits determination may be final or be subject to appeal or further review. To determine whether a particular notice or finding is covered by this definition, it is necessary to consult section II.B. in the DOL Guidance.

  • Extraordinary Trust Fund Expense Any amounts reimbursable to the Trustee, or any director, officer, employee or agent of the Trustee, from the Trust Fund pursuant to Section 8.05, any amounts payable from the Distribution Account in respect of taxes pursuant to Section 10.01(g)(iii) and any amounts payable by the Trustee for the recording of the assignments of mortgage pursuant to Section 2.01.

  • Extraordinary Trust Fund Expenses Any amounts reimbursable to the Master Servicer or the Depositor pursuant to Section 6.03, any amounts payable from the Distribution Account in respect of taxes pursuant to Section 10.01(g)(iii), any amounts reimbursable to the Trustee, the Trust Administrator, Citibank or a Custodian from the Trust Fund pursuant to Section 2.01 or Section 8.05 and any other costs, expenses, liabilities and losses borne by the Trust Fund (exclusive of any cost, expense, liability or loss that is specific to a particular Mortgage Loan or REO Property and is taken into account in calculating a Realized Loss in respect thereof) for which the Trust Fund has not and, in the reasonable good faith judgment of the Trust Administrator, shall not, obtain reimbursement or indemnification from any other Person.

  • Extraordinary Advances has the meaning specified therefor in Section 2.3(d)(iii) of this Agreement.

  • Extraordinary Common Stock Event means (i) the issue of additional shares of the Common Stock as a dividend or other distribution on outstanding Common Stock, (ii) subdivision of outstanding shares of Common Stock into a greater number of shares of the Common Stock, or (iii) combination of outstanding shares of the Common Stock into a smaller number of shares of the Common Stock.

  • Extraordinary Trust Expenses shall have the meaning specified in the Standard Terms.

  • Final administrative decision means a decision by an agency

  • Extraordinary Transaction means any action that is not in the Ordinary Course of Business, but shall not include (a) any action described in or contemplated by the Separation Agreement or any Ancillary Agreement, (b) any action that is undertaken pursuant to the Restructuring or the Distribution, or (c) any compensatory payment or compensatory transfer in respect of services made as a result of, or in connection with, the Restructuring or the Distribution (which shall be treated as paid immediately before the Distribution on the Distribution Date).

  • Major Decision means:

  • return decision means an administrative or judicial decision or act, stating or declaring the stay of a third-country national to be illegal and imposing or stating an obligation to return;

  • Extraordinary Resolution has the meaning set forth in Section 7.11(1);

  • Independent Expert means a Person or entity with no material current or prior business or personal relationship with the Advisor or the Directors and who is engaged to a substantial extent in the business of rendering opinions regarding the value of assets of the type held by the Company.