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 notice of any Special Meeting at which a Fundamental Matter will be discussed must state that a Fundamental Matter will be dis- cussed in the notice of the meeting.Section U.

  • For the avoidance of doubt any new appointment requires approval by both Boards as a Board Fundamental Matter in accordance with clause 6.6.

  • In addition, a Dominant Member shall not be permitted to use its voting power in the Company to initiate a Fundamental Matter, or otherwise seek or propose to amend the governing documents of the Company or any of its subsidiaries to provide voting or consent rights with respect to a matter that does not, as of January 14, 2015, require a vote or consent of the Members.

  • To the extent that there is a disagreement between the Parties as to whether a Dispute involves a Fundamental Matter, the Dispute shall not be resolved by way of Adjudication.

  • VS and KS were supported in part by a VICI (KS) award of the Netherlands Organization for Scientific Research (NWO), by the Netherlands Organization for Scientific Research/Ministry of Science and Education (NWO/OCW), and by the Foundation for Research into Fundamental Matter (FOM).

  • The work of A.R. is supported by the Netherlands Organization for Scientific Research/Ministry of Science and Education (NWO/OCW) and by the Foundation for Research into Fundamental Matter (FOM).

  • In the case of claims related to any Fundamental Matter, each Effective Time Holder shall be liable for such holder’s Pro Rata Indemnification Share of the amount of any Damages resulting therefrom; provided, however, that such liability shall be limited to 100% of the portion of the Total Merger Consideration that such Effective Time Holder actually receives pursuant to Section 2.1(b) (including amounts receivable in respect of Earnout Amounts that may become due and payable).

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

  • In the case of claims related to all Indemnifiable Matters hereunder (other than a Fundamental Matter), the maximum amount that Acquirer may recover by way of set off against any Earnout Payment that becomes due and payable hereunder shall be $8,000,000 (the “Cap”).

  • 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.


More Definitions of Fundamental Matter

Fundamental Matter means (and is limited to) the following matters (in each case, only to the extent that the certificate 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 certificate 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 46.55% 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 has the meaning assigned to it in Schedule XI.
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Related to Fundamental Matter

  • 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).

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

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

  • 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.

  • Fundamental Representations and Warranties means the representations and warranties contained in Sections 3.1, 3.2, 3.6, 4.1 and 4.

  • 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 3.05(b).

  • 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 Registration Statement of the Trust filed with the Commission 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 has the meaning specified in Section 3.02(a)(1) hereof.

  • 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 Schedules. For the avoidance of doubt, the Company Representations are solely made by the Company.