Fundamental Disagreement definition

Fundamental Disagreement means a material disagreement between the Executive and the Board that occurs after a Change of Control and concerns the strategic direction of the Company or another issue of fundamental importance to the Company, as described in a written notice provided by the Executive to the Lead Independent Director of the Board (or, if there is no Lead Independent Director, to the Chairman of the Compensation Committee of the Board), provided that (i) the material disagreement occurs within three (3) years after the Change of Control, (ii) the Executive is the Executive Chairman of the Board of the Company at the time of the Executive’s written notice to the Board, (iii) within sixty (60) days after the date of such written notice, a majority of the members of the Board who are not members of the family (as defined in Section 2.8(a)) of the Executive confirm in writing that there exists a material disagreement with the Board about the strategic direction of the Company or another issue of fundamental importance to the Company that makes it impracticable for the Executive to continue to serve as the Executive Chairman of the Board of the Company, and (iv) there has existed no For Cause basis for the Executive’s termination during the Term.
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Fundamental Disagreement means a material disagreement between the Executive and the Board that occurs after a Change of Control and concerns the strategic direction of the Company or another issue of fundamental importance to the Company, as described in a written notice provided by the Executive to the Lead Independent Director, provided that (i) the material disagreement occurs within three (3) years after the Change of Control, (ii) the Executive is the Executive Chairman of the Company at the time of the Executive’s written notice to the Board, (iii) within sixty (60) days after the date of such written notice, a majority of the members of the Board who are not members of the family (as defined in Section 2.6(a)) of the Executive confirm in writing that there exists a material disagreement with the Board about the strategic direction of the Company or another issue of fundamental importance to the Company that makes it impracticable for the Executive to continue to serve as the Executive Chairman of the Company, and (iv) there has existed no For Cause basis for the Executive’s termination during the Term.”
Sample 1
Fundamental Disagreement means a material disagreement between the Executive and the Board that occurs after a Change of Control and concerns the strategic direction of the Company or another issue of fundamental importance to the Company, as described in a written notice provided by the Executive
Sample 1

Examples of Fundamental Disagreement in a sentence

  • Review Is Needed To Resolve The Fundamental Disagreement Between The Second And Sixth Circuits Over The Proper Application Of This Court’s ER I S A Pr e e m p t i o n Pr e c e d e n t s To St at e St atut es That Have A n Indisputable But-For Relationship ToPageERISA Plan Operations 28A.

  • Such suspicions will be especially acute when disagreements about the extension of a concept seem due to different conceptions of the subject matter.This is not deny that the parties of various philosophical disagreements that satisfy Central and Fundamental Disagreement might be concerned with a common, objective matter of fact.

  • Brandon Gulch THP Table 2.7.For individual votes of members, see Appendix Table 9.4 in Appendix 9D.Disagreement Comments Linda Perkins was in Fundamental Disagreement with this vote because it did not designate the Highway 20 East allocation as LSD.

  • Elizabeth Anderson, “The Fundamental Disagreement between Luck Egalitarians and Rela- tional Egalitarians,” Canadian Journal of Philosophy, Supplementary Volume 36 (2010), pp.

  • Along with this, the role of the laccases and their importance in biodegradation is also detailed.

  • Biases, Preferences, Stereotypes, and Proxies’, University of Pennsylvania Law Review, 141 (1992), 149-219.Anderson, Elizabeth, ‘What Is the Point of Equality’, Ethics, 109 (1999), 287- 337.Anderson, Elizabeth, ‘The Fundamental Disagreement between Luck Egalitarians and Relational Egalitarians’, Canadian Journal of Philosophy, Supplementary Volume, 36 (2012), 1-23.Arneson, Richard, ‘Equality and Equal Opportunity for Welfare’,Philosophical Studies, 56 (1989), 77-93.

  • Fundamental Disagreement … Absent 2 I would be pleased to clarify any component of this report should the need arise.

  • Anderson govori u članku The Fundamental Disagreement between Luck Egalitarians and Relational Egalitarians iz 2013.

  • Controls over transactions input into computerized management information systems should promote data accuracy and timeliness.

  • EDITORIAL, Fundamental Values and Fundamental Disagreement in Europe, in European Papers, 2018, Vol.

Related to Fundamental Disagreement

  • Notice of Disagreement has the meaning set forth in Section 2.4(c).

  • Disagreement means a difference of opinion between personnel of a reporting issuer responsible for finalizing the reporting issuer’s financial statements and the personnel of a predecessor auditor responsible for authorizing the issuance of audit reports on the reporting issuer’s financial statements or authorizing the communication of the results of the auditor’s review of the reporting issuer’s interim financial report, if the difference of opinion

  • Disagreement Notice has the meaning set forth in Section 2.2.3.1(b).

  • 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).

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

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

  • 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).

  • Dispute Period shall have the meaning specified in Section 9.3(a).

  • Buyer Fundamental Representations has the meaning set forth in Section 8.01.

  • Dispute Notice means a written notice served by one Party on the other stating that the Party serving the notice believes that there is a Dispute;

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

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

  • Xxxx Dispute Notice means the notice issued by a Party raising a Dispute regarding a Monthly Xxxx or a Supplementary Xxxx issued by the other Party;

  • Purchaser Fundamental Representations means the representations and warranties set forth in Section 4.1 (Organization; Good Standing); Section 4.2 (Corporate Power; Enforceability); Section 4.3(a) (Non-Contravention) and Section 4.8 (Brokers).

  • 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 5.01(a).

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

  • Formal Dispute means a written objection by an Interested Party to any of the following:

  • Determination Notice is defined in Section 6.1(b)(i) of the Agreement.

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

  • Arbitrable Dispute means any dispute arising under or in connection with this Agreement.

  • 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.

  • Company Fundamental Representations means the representations and warranties set forth in Section 3.1 (Organization; Good Standing); Section 3.2 (Corporate Power; Enforceability); Section 3.3(a) (Company Board Approval); Section 3.3(b) (Anti-Takeover Laws); Section 3.4 (Requisite Stockholder Approvals); Section 3.5(a) (Non-Contravention); Section 3.7 (Company Capitalization); and Section 3.25 (Brokers).

  • Change of Control Notice means notice of a Change of Control Offer made pursuant to Section 3.8, which shall be mailed first-class, postage prepaid, to each record Holder as shown on the Note Register within 30 days following the date upon which a Change of Control occurred, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer and shall state:

  • Disputed Amount means an amount which Customer disputes. A Disputed Amount may relate to the whole or part of an invoice(s).

  • Billing Dispute Notice means a formal, written notice submitted to HUGE by the Customer in terms of this Procedure.