Fundamental Matter definition
Fundamental Matter means any of the following regarding the Company:
Fundamental Matter means (and is limited to) the following matters (in each case, only to the extent that this Agreement or applicable law requires the vote or consent of the Members): (i) the sale of substantially all of the assets of the Company; (ii) the merger, consolidation or equity exchange of the Company; (iii) amendments to this Agreement that would disproportionately and adversely affect a Dominant Member’s express rights as a Member relative to the other Members; (iv) the bankruptcy of the Company; and (v) an initial public offering of the Company.
Fundamental Matter means any of the actions specified in Section 2.02(b)(i), Section 2.02(o) or Section 2.02(q).
Examples of Fundamental Matter in a sentence
If the Board is unable to reach a decision by the required vote regarding a Fundamental Matter, the Chairperson shall promptly refer such matter to the Members, who shall attempt to resolve such matter within the following thirty (30 day period (or, if mutually agreed by the Members, a longer period of time).
Any determination to modify the manner in which the Capital Accounts are computed, or to authorize any increase or decrease to the Capital Accounts, in order to comply with such Treasury Regulations shall be made by the Board as a Fundamental Matter in accordance with the provisions of this Agreement.
More Definitions of Fundamental Matter
Fundamental Matter means each “Fundamental Matter” described in the Project Creditor Agreement, other than (i) a determination to modify any Restricted Payment Condition or waive any condition to be satisfied by the Issuer in order to make a restricted payment; (ii) a determination to waive any Fundamental Default Event or modify or waive any provision of the Financing Documents, the violation of which would constitute a Fundamental Default Event, in each case related to a violation of any social and environmental provision or integrity provisions under the Financing Documents or (iii) any change or waiver related to the definition of “Social and Environmental Requirements”, or any change or waiver related to the compliance with the Social and Environmental Requirements, or acceptance of any remedial action taken pursuant to Annex 2 (Social and Environmental Annex) to the CTA.
Fundamental Matter means (and is limited to) the following matters (in each case, only to the extent that the Articles of Incorporation or the Bylaws of the Corporation or applicable law requires the vote or consent of the shareholders of the Corporation): (i) the sale of substantially all of the assets of the Corporation; (ii) the merger, consolidation or share exchange of the Corporation; (iii) amendments to the Articles of Incorporation or Bylaws of the Corporation that would disproportionately and adversely affect a Dominant Shareholder’s express rights as a shareholder of the Corporation relative to the other shareholders of the Corporation; (iv) the bankruptcy of the Corporation; and (v) an initial public offering of the Corporation; and (2) the term “Dominant Shareholder” means any shareholder of the Corporation (including such shareholder’s subsidiaries and affiliates) holding voting stock of the Corporation representing 34.07% or more of the voting power of the outstanding stock of the Corporation.
Fundamental Matter means any of the actions specified in clause (i) of Section 2.03(b), Section 2.03(o) or Section 2.03(q).
Fundamental Matter has the meaning set forth in Section 3.3(f)(v).
Fundamental Matter has the meaning assigned to it in Schedule XI.