Material Actions means the following actions or any other actions achieving the same result:
Material Actions means (a) any proposed insolvency or bankruptcy proceeding of Grantor, (b) any dissolution or liquidation of Grantor, and (c) any amendment or modification of any provision of Grantor’s organizational documents relating to company purpose or Grantor’s bankruptcy-remote status. The affirmative vote or written consent of the Independent Manager, Springing Member or Independent Director, as applicable, shall be required for the Grantor to approve or take any Material Action. No termination or change of the Independent Manager, Springing Member or Independent Director, as applicable, shall be made without giving Beneficiary at least five (5) Business Days prior written notice, which notice shall include a copy of a resume for such proposed replacement Independent Manager, Springing Member or Independent Director, as applicable, that reflects that such individual meets the requirements contained herein; provided further, that Beneficiary shall have the right to object to the appointment of said replacement and in the event of such objection, the proposed replacement shall not be admitted. Notwithstanding the foregoing, any current Independent Manager, Springing Member or Independent Director, as applicable, that receives notice of the termination of its duties shall provide a copy of said notice to Beneficiary within five (5) days of receipt thereof. To the fullest extent permitted by applicable law, and notwithstanding any duty otherwise existing at law or in equity, the Independent Manager, Springing Member or Independent Director, as applicable, shall consider only the interests of Grantor (including its creditors) and the members, partners or shareholders of Grantor, as applicable (“Constituent Owners”), in acting or otherwise voting on any Material Actions or matters provided for in Grantor’s organizational documents (which such fiduciary duties to the Constituent Owners and Grantor (including its creditors), in each case, shall be deemed to apply solely to the extent of their respective economic interests in such entity, exclusive of (x) all other interests (including, without limitation, all other interests of the Constituent Owners), (y) the interests of other affiliates of the Constituent Owners or of Grantor, as applicable, and (z) the interests of any group of affiliates of which the Constituent Owners or Grantor, as applicable, is a part)). Regardless of the solvency of Grantor, the Independent Manager, Springing Member or Independent Director, as a...
Material Actions is defined in Section 8.
Examples of Material Actions in a sentence
Regardless of whether the applicable Special Servicer receives comments from the Trust Advisor by the end of such ten (10) Business Day period, such Special Servicer may (after the expiration of such period) proceed to perform such Material Actions as are in accordance with such request for consultation.
Regardless of whether the applicable Special Servicer receives comments from the Trust Advisor by the end of such ten (10) Business Day period, such Special Servicer may (after the expiration of such period) proceed to perform such Material Actions as in accordance with such request for consultation.
Seller shall not take any Material Actions (as defined in its limited liability company agreement) without the consent of all its managers, including its Independent Manager.
During any Collective Consultation Period, the Subordinate Class Representative shall have consultation rights (in addition to those of the Trust Advisor) with respect to Material Actions not otherwise covered by an Asset Status Report as to which the Subordinate Class Representative has been consulted.
Seller shall not take any Material Actions (as defined in its limited liability company agreement) without the consent of all its managers, including its Independent Director.
More Definitions of Material Actions
Material Actions means (a) any proposed insolvency or bankruptcy proceeding of Grantor, (b) any dissolution or liquidation of Grantor, and (c) any amendment or modification of any provision of Grantor’s organizational documents relating to company purpose or Grantor’s bankruptcy-remote status. The affirmative vote or written consent of the Independent Manager, Springing Member or Independent Director, as applicable, shall be required for the Grantor to approve or take any Material Action. No termination or change of the Independent Manager, Springing Member or Independent Director, as applicable, shall be made without giving Mortgagee at least five (5) Business Days prior written notice, which notice shall include a copy of a resume for such proposed replacement Independent Manager, Springing Member or Independent Director, as applicable, that reflects that such individual meets the requirements contained herein; provided further, that Mortgagee shall have the right to object to the appointment of said replacement and in the event of such objection, the proposed replacement shall not be admitted. Notwithstanding the foregoing, any current Independent Manager, Springing Member or Independent Director, as applicable, that receives notice of the termination of its duties shall provide a copy of said notice to Mortgagee within five (5) days of receipt thereof. To the fullest extent permitted by applicable law, and notwithstanding any duty otherwise existing at law or in equity, the Independent Manager, Springing Member or Independent Director, as applicable, shall consider only the interests of Grantor (including its creditors) and the members, partners or shareholders of Grantor, as applicable (“Constituent Owners”), in acting or otherwise voting on any Material Actions or matters provided for in Grantor’s organizational documents (which such fiduciary duties to the Constituent Owners and Grantor (including its creditors), in each case, shall be deemed to apply solely to the extent of their respective economic interests in such entity, exclusive of (x) all other interests (including, without limitation, all other interests of the Constituent Owners), (y) the interests of other affiliates of the Constituent Owners or of Grantor, as applicable, and (z) the interests of any group of affiliates of which the Constituent Owners or Grantor, as applicable, is a part)). Regardless of the solvency of Grantor, the Independent Manager, Springing Member or Independent Director, as applica...
Material Actions as used in this Agreement shall include: (1) the filing of new applications (including divisionals, continuations, continuations-in-part, reissues and reexaminations); (2) the filing of amendments;
Material Actions as used in this Consent and Agreement shall include: (1) the filing of new applications (including divisionals, continuations, continuations-in-part, reissues and reexaminations); (2) the filing of amendments;
Material Actions means adopting a decision effecting any of the following: instituting of proceedings to have the Company be adjudicated bankrupt or insolvent, consent to the institution of bankruptcy or insolvency proceedings against the Company or filing a petition seeking, or consenting to, any reorganization or relief with respect to the Company under any applicable federal or state law relating to bankruptcy, or consenting to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or a substantial part of the Company Assets, or making any assignment for the benefit of the creditors of the Company, or admitting in writing the Company's inability to pay its debts generally as they become due; or taking action in furtherance of any such decisions.
Material Actions means to file any insolvency, or reorganization case or proceeding, to institute proceedings to have the Borrower or SPE Party be adjudicated bankrupt or insolvent, to institute proceedings under any applicable insolvency law, to seek any relief under any law relating to relief from debts or the protection of debtors, to consent to the filing or institution of bankruptcy or insolvency proceedings against the Borrower or SPE Party, to file a petition seeking, or consent to, reorganization or relief with respect to the Borrower or SPE Party under any applicable federal or state law relating to bankruptcy or insolvency, to seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian, or any similar official of or for the Borrower or SPE Party or a substantial part of its property, to make any assignment for the benefit of creditors of the Borrower SPE Party, to admit in writing the Borrower’s or SPE Party’s inability to pay its debts generally as they become due, or to take action in furtherance of any of the foregoing.
Material Actions has the meaning set forth in Section 5.4.
Material Actions is defined in Section 6.