Fundamental Matter definition

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.
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Fundamental Matter means any of the actions specified in Section 2.03(b)(i), Section 2.03(h) or Section 2.03(i).
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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.
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Examples of Fundamental Matter in a sentence

  • The covenants of the Company shall not terminate until the date that is the calendar day after the expiration date of the applicable statute of limitations and shall constitute a Fundamental Matter for all purposes under this Agreement.

  • This transfer of interests to AmBev constitutes a transfer of membership or other equity interests in LF I, and is therefore a Fundamental Matter under Section 2.9 of the LF I Agreement.

  • The Interbrew/AmBev transaction's planned management agreement by which Interbrew will be given the authority to manage LUSA constitutes "the entry by the Company or any of its subsidiaries into or the material modification of any agreement with any Member or any of their respective affiliates" and thus is a Fundamental Matter requiring Wisdom's approval.

  • The covenants of the Company shall survive without limitation and shall constitute a Fundamental Matter for all purposes under this Agreement.

  • The Interbrew/AmBev transaction's planned transfer of membership or other equity interests in LF I to AmBev constitutes "the Transfer of any membership or other equity interest in the Company [LF I] or any subsidiary of the Company [LF I]," and thus is a Fundamental Matter requiring Wisdom's approval.

  • This agreement, whether oral or written, would constitute an agreement between LF I or a subsidiary of LF I and an affiliate of Holdings, and would thus be a Fundamental Matter under Section 2.9 of the LF I Agreement.

  • As discussed above, the Interbrew/AmBev transaction constitutes a Fundamental Matter requiring Wisdom's approval for numerous reasons.

  • Except in the limited situations provided for in ------------------- Sections 7.5.4, 7.5.5, 7.5.6 and 7.5.7, below, Approval of Fundamental Matters by the Management Committee shall be determined in accordance with Sections 7.5.1, 7.5.2 and 7.5.3, below, and the inability of the Management Committee to reach agreement on any matter, whether or not a Fundamental Matter, shall be conclusive, binding and not appealable.

  • The covenants of Seller shall survive without limitation and shall constitute a Fundamental Matter for all purposes under this Agreement.

  • Notwithstanding the foregoing, the taking of any action by the 5 Silver Company with respect to (i) to the extent permitted by applicable law, any Fundamental Matter (as defined below) (as applied to the Silver Company, mutatis mutandis) or (ii) any acquisition or disposition (including pledges) of the Silver Option or any other Silver Securities held by the Silver Company, in either case, will require the unanimous approval of each holder of a voting or non-voting equity interest in the Silver Company.


More Definitions of Fundamental Matter

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.
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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).
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Fundamental Matter has the meaning set forth in Section 3.3(f)(v).
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Fundamental Matter means any of the following actions or ------------------ transactions, including the entering into of any contract or agreement (including amendments, modifications, enforcement, waiver, extension or renewal thereof) in furtherance thereof:
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Fundamental Matter has the meaning assigned to it in Schedule XI.
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Related to Fundamental Matter

  • 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 Representations has the meaning set forth in Section 8.1.

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

  • 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).

  • 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.

  • 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).

  • 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).

  • Fundamental Representations and Warranties means the representations and warranties contained in Sections 3.1, 3.2, 3.6, 4.1 and 4.3.

  • Fundamental research means basic and applied research in science and engineering, the results of which ordinarily are published and shared broadly within the scientific community, as distinguished from proprietary research and from industrial development, design, production, and product utilization, the results of which ordinarily are restricted for proprietary or national security reasons.

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

  • Fundamental Change Notice has the meaning specified in Section 8.02(a).

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

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

  • Fundamental Documents means, with respect to a corporation, the charter and bylaws (each as amended) or, with respect to any other Person, the documents by which such Person (other than an individual) establishes its legal existence or which govern its internal affairs.

  • 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).

  • Specified Merger Agreement Representations means such of the representations and warranties made with respect to the Company and its Subsidiaries by the Company in the Merger Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders.

  • 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.

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

  • Fundamental Policies means the investment policies and restrictions as set forth from time to time in any Prospectus or contained in any current Registration Statement of the Trust filed with the Commission or as otherwise adopted by the Trustees and the Shareholders in accordance with the requirements of the 1940 Act and designated as fundamental policies therein as they may be amended from time to time in accordance with the requirements of the 1940 Act.

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

  • Fundamental Change Expiration Time shall have the meaning specified in Section 16.02(b)(ix).

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

  • 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.

  • Company Representations means the representations and warranties of the Company expressly and specifically set forth in Article IV of this Agreement, as qualified by the Company Schedules. For the avoidance of doubt, the Company Representations are solely made by the Company.

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