Material Decision means any decisions regarding approvals of the development and operating budgets for the Hospital, the selection of the site for the Hospital, the design of the Hospital, the selection of the Hospital's senior administrator, strategic planning, the execution of managed care contracts and the execution of exclusive contracts to provide physician services to the Hospital.
Material Decision means, for purposes of Section 6.2(b)(ii) of this Agreement, a decision of the Board that has a material effect on the Company, including:
Material Decision means, for purposes of this Agreement, any of the following to the extent the same may affect the Assets, the Assumed Liabilities or the Business following the Closing: (i) any entering into, termination or material amendment of, or waiver of any Seller's rights in respect of, any Assumed Contract; (ii) any purchase order for products or supplies involving in excess of $10,000 in any instance to be delivered, or the payment for which shall become due, after the Closing; (iii) the acceptance of any material customer Assumed Contract that deviates in any material respect from the terms and conditions of current pricing policies; (iv) any action to respond to any material customer or regulatory complaint outside of the normal course of business; (v) any general communication with customers related to the Business or to the Contemplated Transactions; or (vi) a material change in pricing, promotional, marketing or any other decision that would affect in any material respect any Seller's customary profit margins.
Examples of Material Decision in a sentence
It is further acknowledged and agreed that the Investor Manager may elect to be actively involved in the design and implementation of the marketing plan, and that the marketing plan and marketing budget shall be a Material Decision in all years.
In the case of a tie vote, including a tie vote on any Material Decision, the vote of the Liquidation Trustee shall be taken to break the tie.
Neither the conduct or the operation of the Business infringes, violates, misuses or constitutes misappropriation or results from the misappropriation of any Intellectual Property or other proprietary rights of any Person and, to the Knowledge of the Seller, will not infringe, violate, misuse or constitute misappropriation any Intellectual Property or other proprietary rights of any Person.
A Material Decision is any decision identified as such within these Regulations.
Without written notice to and favorable consultation (which shall not be unreasonably withheld, delayed or conditioned with respect to time or content) with the Designated Parent Representatives, unless the Parent or the Designated Parent Representatives shall have failed to respond within five business days to such written notice, the Company shall not take any action involving any Material Decision.
More Definitions of Material Decision
Material Decision means (i) any agreement or decision defined elsewhere in this Agreement as a Material Agreement or Material Decision and (ii) any binding agreement which may not be canceled upon less than thirty (30) days notice and which calls for the expenditure of funds, or involves an obligation for financing, in excess of $50,000.00 exclusive of agreements or obligations contemplated by any budget, development plan, financing or construction contract approved by HM and the Investor Representatives or agreements incurred in the ordinary course of business such as employment agreements, purchases of supplies and routine services and the like.
Material Decision means any decision involving the Corporation:
Material Decision means any decision that will cause any material changes to the ownership of any of the VIE Affiliates, or to any of the VIE Agreements, as well as any decisions related to investments, divestments, sale of assets or acquisitions that may cause at least a 25% change to the Company’s consolidated net assets or revenue.
Material Decision means any of the following to the extent the same may affect the Acquired Assets, the Assumed Liabilities, or the Business following the Closing: (i) enter into any Contract that involves payments of $100,000 or more; (ii) terminate, amend or modify or waive any rights in respect of any Assumed Contract; (iii) make any material change in the Seller's methods of collecting Trade Receivables or any making or agreeing to make any settlement concerning a Trade Receivable in excess of $100,000; or (iv) a material change in pricing, promotional, marketing, or any other decision that would reduce in any material respect a Seller's customary profit margins.
Material Decision with respect to a person, means a decision relating to one or more of the following:
(a) financial accommodation – entering into borrowings or other financial accommodation resulting in total financial accommodation, or borrowings, exceeding US$5,000;
(b) unusual transactions – entering into any transaction that is not in the ordinary course of its business, or that requires outlay by such entity of funds exceeding one percent (1%) of its net tangible assets;
(c) provision of loans - the provision of any loan to any person;
(d) guarantees – entering into or becoming liable under any guarantee or indemnity, or similar arrangement under which it may incur liability in respect of the financial obligation of any other person;
(e) encumbrance - the creation of any Encumbrance over the assets of it in favour of any person;
(f) assets - except as expressly contemplated by this Agreement, the sale, transfer, lease, assignment, disposal or acquisition of assets or any contract to do so where the market value of such assets or the consideration in respect of the sale or acquisition of such assets is in excess of US$5,000;
(g) winding up - the appointment of a receiver, liquidator or administrator or any proposal to wind up its affairs or make any composition or arrangement with creditors;
(h) litigation - the commencement or settlement of any litigation, arbitration or other proceedings that will cause, or is likely to cause, it to incur liabilities, losses, damages, costs or expenses (including legal costs) in excess of US$5,000 in aggregate;
(i) directors' fees - the payment of any fee or other remuneration to a director for his or her service as a director;
(j) related party transactions - the making or entry into by it of any agreement, contract, arrangement or understanding with an Affiliate of it, a shareholder of it or a shareholder of any Affiliate of it;
(k) non-arm's length matters - the making or entry into by it of any agreement, contract, arrangement or understanding which is not in the ordinary course of business or which is not on an arm's length basis at market terms, or both, as the case may be; or
(l) Material Agreements – the entry into, or amendment or termination of any Material Agreement.
Material Decision means any decisions regarding approvals of the development and operating budgets for the Hospital, the selection of the site for the Hospital, the design of the Hospital, the selection of the Hospital=s senior administrator, strategic planning, the execution of managed care contracts, the execution of exclusive contracts to provide physician services to the Hospital, and if requested by the Investor Manager in the future, the purchase by the Company of goods and services from DTO Management other than for repayment of loans, amounts set forth in an approved budget, reimbursement for personnel who work full time at the Hospital, those expenditures governed by Sections 5.6(b), or expenditures pursuant to Section 5.15 which do not exceed $25,000 in the aggregate.
Material Decision has the meaning set forth in Section 5.4.