Fundamental Decisions definition

Fundamental Decisions means the decisions pursuant to clauses (a), (b), (d), (f), (g), (h), (k), (l), (m), (n), (r), (t), (u) and (v) of the definition of Major Decisions.
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Fundamental Decisions has the meaning set forth in Section 6.1. --------------------- -----------
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Fundamental Decisions. (i) Section 7.4(c) (but not with respect to sales, leases, transfers, or exchanges or any portion of the Project to any unaffiliated third party); (ii) Section 7.4(d); and (iii) Section 7.4(j) (but only with respect to amendments to this Agreement that would materially and adversely affect a Partner’s obligations to make Capital Contributions hereunder, the priority of distributions to such Partner, or such Partner’s share of distributions in a manner that disproportionately and adversely affects such Partner as compared to effects of such amendment on the other Partner, in each case, other than amendments in connection with raising additional capital from third parties in accordance with this Agreement). Notwithstanding anything to the contrary, determinations of the Partnership regarding whether to provide or withhold, assert or refrain from asserting, defend, or settle (as the case may be), and the terms of, consents, authorizations, waivers, claims, and settlements of claims, under the Development Management Agreement, the Asset Management Agreement, the Listing Agreement, the Development Agreement, and any other agreement between the Partnership or any subsidiary of the Partnership, on the one hand, and the General Partner or any Affiliate of the General Partner or the Class A Limited Partner, on the other hand, shall be determined on behald of the Partnership by the Class B Limited Partner.
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Examples of Fundamental Decisions in a sentence

  • Except as otherwise provided in this Agreement, including with respect to Major Decisions, Fundamental Decisions and Termination Decisions and with respect to the selection of a replacement Managing Member provided in Section 5.1, all actions and decisions of the Members at any meeting will require the unanimous consent of the Members.

  • The making of a Call for Bids and the issuance of an Exploration Licence are "Fundamental Decisions" within the meaning of the legislation, and as such are subject to review by the Minister of Natural Resources Canada and the Minister of the Nova Scotia Department of Energy.

  • Fundamental Decisions of the Board of Directors Regardless of the structure selected for the make-up of the Board of Directors there are fundamental decisions that are recommended to be maintained at the Board level.

  • Based upon the foregoing the Court finds that C&R’s Motion for Authority to Obtain Credit Under Section 364(d) is well taken and such motion is hereby GRANTED as a final order as follows: with respect to Arlington Place, the priming lien will be incrementally effective, and will only be valid to the extent of infrastructure improvements that Ontario has actually made.

  • 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.

  • Major Decisions, Fundamental Decisions and Termination Decisions require the Consent of Members and, in the case of Termination Decisions, the Consents of the Independent Managers, in each case as provided in Section 5.6.

  • Major Decisions, Fundamental Decisions and Termination Decisions require the Consent of Members and, in the case of Termination Decisions, the Consents of the Independent Managers, in each case as provided in Section 5.6.2. Such Consent may be obtained at a meeting of the Members, or by a consent executed by the requisite Members and, in the case of a Termination Decision, by the Independent Managers.

  • Applying the Significant-Purpose Test Permits IP Attorneys to Effectively and Efficiently Advise Their Clients on Fundamental Decisions IP lawyers routinely engage in dual-purpose communications.

  • In the event that Ascendant Member shall have been removed as Managing Member as a result of failure to make any Additional Capital Contributions, Ascendant Member shall not have any rights with respect to the management of the Company other than Fundamental Decisions, and GAP shall have the sole authority to authorize and approve all actions and decisions of the Company other than Fundamental Decisions.

  • However, in accordance with the licence terms and conditions approved pursuant to Fundamental Decisions in 2020 amending licence terms, some Interest Owners may have the option to amend and extend the security deposit term into Period II, upon request, to allow for Uplift on Allowable Expenditure Credit that was awarded in Period I.


More Definitions of Fundamental Decisions

Fundamental Decisions is defined in Section 7.4.
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Fundamental Decisions means, collectively, the actions described in clauses (1)-(5), (7) and (10) of Schedule IV annexed hereto.
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Fundamental Decisions means decisions relating to the matters described in Sections 4(b), 4(c) and 4(d), respectively, of this Exhibit A.
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Fundamental Decisions means any decision that would:
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Fundamental Decisions means those Major Decisions identified as Fundamental Decisions on Exhibit F or elsewhere in this Agreement. “Hazardous Substances” means collectively (A) those substances included within the definitions of or identified as solid wastes, special wastes, hazardous chemicals, hazardous waste, hazardous substances, hazardous materials, toxic substances or similar terms in or pursuant to the Comprehensive Environmental Response Compensation and Liability Act of 1980 (42 U.S.C. § 9601, et seq.), Resource Conservation and Recovery Act of 1976 (42 U.S.C. § 6901, et seq.), the Occupational, Safety and Health Act of 1970 (29 U.S.C. § 651, et seq.), the Hazardous Materials and Transportation Act (49 U.S.C. § 1801, et seq.), Clean Water Act, 33 U.S.C. § 1321, et seq., or Clean Air Act (42 U.S.C. § 7401, et seq.), all as amended at any time, and all regulations promulgated pursuant to such laws, (B) those substances listed in the United States Department of Transportation Table (49 CFR 172.101 and amendments thereto) or by the EPA as hazardous substances (40 CFR Part 302 and amendments thereto), (C) any material, waste or substance which is or contains petroleum or petroleum-related products, including crude oil or any fraction thereof, natural gas, synthetic gas usable for fuel or any mixture thereof, asbestos or asbestos-containing materials, polychlorinated biphenyls, flammable explosives, radioactive materials, and (D) such other substances, materials and wastes, which are or become regulated or classified as a hazardous, toxic, solid or a special waste, under any federal, state, county, municipal or other local environmental laws now in effect or promulgated in the future. “Horizontal Improvements” means the improvements to be constructed on, below or at an Approved Project, which may include wet and dry utilities, gutters, sidewalks, landscaping, streets, walls, mailboxes, roads, amenities, sewer lines and other improvements typically consistent with vacant land used for the development of horizontal multi-family apartments in the Target Market. The Horizontal Improvements to be constructed at an Approved Project will be specified in the Approved Package. The Horizontal Improvements for each Approved Project may vary. “Incentive Distributions” means (A) in the case of Tranche I, the amounts distributable to Builder under Sections 4.1.2, 4.1.3 and 4.
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Fundamental Decisions shall have the meaning set forth in Annex I.
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Related to Fundamental Decisions

  • Fundamental Reps means the representations and warranties set forth in (i) Section 2.1 (Organization, Standing and Power), (ii) Section 2.2(a) (Authority), (iii) Section 2.10 (Brokers), (iv) Section 2.11 (Title to Transferred Assets), (v) Section 3.1 (Organization, Standing and Power), (vi) Section 3.2(a) (Authority) and (vii) Section 3.4 (Brokers).

  • Buyer Fundamental Representations means the representations and warranties of Buyer contained in Sections 6.1, 6.2 and 6.7.

  • Fundamental Change Repurchase Date shall have the meaning specified in Section 15.02(a).

  • Fundamental Change Purchase Date has the meaning specified in Section 3.01(a).

  • Fundamental Change Repurchase Notice shall have the meaning specified in Section 15.02(b)(i).

  • Fundamental Change Purchase Notice has the meaning specified in Section 3.02(a)(1) hereof.

  • Form of Fundamental Change Repurchase Notice means the “Form of Fundamental Change Repurchase Notice” attached as Attachment 2 to the Form of Note attached hereto as Exhibit A.

  • Seller Fundamental Representations means the representations and warranties of Seller contained in Section 3.01 (Existence and Power), Section 3.02 (Authorization), Section 3.05 (Group Companies) (other than Section 3.05(e)) and Section 3.21 (Finders’ Fees).

  • Non-Stock Fundamental Change means any Fundamental Change other than a Common Stock Fundamental Change.

  • Fundamental Change Repurchase Price shall have the meaning specified in Section 15.02(a).

  • Form of Fundamental Change Purchase Notice means the “Form of Fundamental Change Purchase Notice” attached as Attachment 2 to the Form of Note attached hereto as Exhibit A.

  • Make-Whole Fundamental Change means any transaction or event that constitutes a Fundamental Change (as defined above and determined after giving effect to any exceptions to or exclusions from such definition, but without regard to the proviso in clause (b) of the definition thereof).

  • Fundamental Change shall be deemed to have occurred at the time after the Notes are originally issued if any of the following occurs:

  • Purchaser Fundamental Representations means the representations and warranties of Purchaser set forth in Section 4.01, Section 4.02, Section 4.03 and Section 4.07.

  • Parent Fundamental Representations means the representations and warranties of Parent set forth in Section 5.1 (Corporate Existence and Power), Section 5.3 (Corporate Authorization), Section 5.6 (Finders’ Fees), Section 5.7 (Issuance of Shares), and Section 5.8 (Capitalization).

  • Make-Whole Fundamental Change Period shall have the meaning specified in Section 14.03(a).

  • Fundamental Change Purchase Price has the meaning specified in Section 3.01(a).

  • Fundamental Warranties means the representations and warranties of Group Companies set forth in Sections 4.1 (Organization, Standing and Qualification), 4.2 (Capitalization and Other Particulars of the Group Companies), 4.3 (Due Authorization), 4.4 (Valid Issuance of Purchased Shares), 4.5 (No Conflicts), 4.6 (Compliance with Law; Licenses), 4.8 (Financial Statements) and 4.19 (Taxes).

  • Fundamental Change Notice has the meaning specified in Section 3.05(b).

  • Fundamental Representations has the meaning set forth in Section 8.1.

  • Company Fundamental Representations means the representations and warranties set forth in Section 3.1 (Organization; Authority; Enforceability), Section 3.2(a) (Non-contravention), Section 3.3 (Capitalization), Section 3.13 (Brokerage) and Section 3.20 (Affiliate Transactions).

  • Fundamental Representation has the meaning set forth in Section 9.1.

  • Fundamental Change Effective Date means the date on which any Fundamental Change becomes effective.

  • Make-Whole Fundamental Change Effective Date means (A) with respect to a Make-Whole Fundamental Change pursuant to clause (A) of the definition thereof, the date on which such Make-Whole Fundamental Change occurs or becomes effective; and (B) with respect to a Make-Whole Fundamental Change pursuant to clause (B) of the definition thereof, the applicable Redemption Notice Date.

  • Make-Whole Fundamental Change Conversion Period has the following meaning:

  • Common Stock Fundamental Change means any Fundamental Change in which more than 50% of the value (as determined in good faith by the Board of Directors of the Company) of the consideration received by holders of Common Stock consists of common stock that, for the 10 Trading Days immediately prior to such Fundamental Change, has been admitted for listing or admitted for listing subject to notice of issuance on a national securities exchange or quoted on Nasdaq National Market, provided, however, that a Fundamental Change shall not be a Common Stock Fundamental Change unless either (i) the Company continues to exist after the occurrence of such Fundamental Change and the outstanding Preferred Stock continues to exist as outstanding Preferred Stock, or (ii) not later than the occurrence of such Fundamental Change, the outstanding Preferred Stock is converted into or exchanged for shares of convertible preferred stock, which convertible preferred stock has powers, preferences and relative, participating optional or other rights, and qualifications, limitations and restrictions substantially similar (but no less favorable) to those of the Preferred Stock.