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.” 2. Section 4.1 of the Amended and Restated Employment Agreement is hereby replaced with the following:
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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
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Examples of Fundamental Disagreement in a sentence

  • Unless otherwise agreed, the matter shall be so referred within seven days of the service of a Fundamental Disagreement Notice.

  • Each party to the Agreement shall procure that the Representatives use all reasonable endeavours to resolve any differences between the Shareholders which led to the Fundamental Disagreement.

  • E.g., Morgan Franz, The Competing Approaches to the Foreign Trade Antitrust Improvements Act: A Fundamental Disagreement, 41 PEPP.


More Definitions of Fundamental Disagreement

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.”
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Related to Fundamental Disagreement

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

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

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

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

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

  • 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; Authority; Enforceability), Section 3.2(a) (Non-contravention), Section 3.3 (Capitalization), Section 3.13 (Brokerage) and Section 3.20 (Affiliate Transactions).

  • 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: