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 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; (3) the submission of responses to Official actions on the merits (and not relating to procedure, such as responses to restrictions or election of species); (4) the filing of formal papers such as declarations (including Rule 131 and 132 declarations); (5) the filing of appeal briefs and reply briefs; (6) the submission of summaries of interviews during which the scope of claims was discussed; (7) the filing of responses to reasons for allowances; (8) abandonment of claims; (9) the filing of motions and taking of positions in patent interference proceedings; and (10) other material actions which could affect the scope of protection for Agreement Compounds; and (iii) Guilford shall have the right to exercise ProQuest's rights under the KU License, as amended by the Consent and Agreement, to review and comment in advance on the Patent Prosecution of ProQuest Patent Rights made by the University of Kansas.
Examples of Material Actions in a sentence
That is, Related knew that JER Snowmass was reserving the right whether to agree, by consenting, to future Material Actions that might, for example, require JER Snowmass to invest more into the LLCs than it had previously committed to by agreeing to business plans and budgets.
They do so by plainly stating that the approval of plans submitted by the Operations Manager was not to be “unreasonably withheld or delayed, except with respect to JER Snowmass, to the extent the modification constitutes a Material Action.”9 Material Actions are defined as anything that would “require additional Capital Contributions” or “involve any material change in the budget .
Although Related may regret the freedom of action it granted to JER Snowmass in the Operating Agreements to refuse consents to Major Decision involving Material Actions, and the limitations on remedial actions those Agreements set forth as to any failure on JER Snowmass’s part to fund capital calls, Related cannot alleviate its regret by seeking relief clearly contrary to the LLCs’ Operating Agreements.
Communicative vs Material Actions: Instrumentality, Sociality and Comprehensibility.
Each Independent Manager shall be permitted to engage an independent advisor and outside counsel, in each case, of its own choosing in connection with evaluating any of the Material Actions.
More Definitions of Material Actions
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; (3) the submission of responses to Official actions on the merits (and not relating to procedure, such as responses to restrictions or election of species); (4) the filing of formal papers such as declarations (including Rule 131 and 132 declarations); (5) the filing of appeal briefs and reply briefs; (6) the submission of summaries of interviews during which the scope of claims was discussed; (7) the filing of responses to reasons for allowances; (8) abandonment of claims; (9) the filing of motions and taking of positions in patent interference proceedings; and (10) other material actions which could affect the scope of protection for Agreement Compounds.
Material Actions is defined in Section 8.
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 is defined in Section 6.
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 has the meaning set forth in Section 5.4.
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.