Ownership Matters definition

Ownership Matters means any of the following matters: • any reduction in the number of outstanding Shares or of Rights on Shares by the Company; • any issuing of Shares or Rights on Shares by the Company (it being understood and agreed that any such issuing shall not be regarded as an Ownership Matter if it occurs within the authorized capital of the Company and provided this authorized capital does not relate to the issuing of a number of Shares higher than 3% of the number of outstanding Shares at the beginning of the period for which the authorized capital shall remain valid); • any decision granting authority to the Company Board to repurchase or buy-back Shares or Rights on Shares by the Company (unless such repurchase or buy-back is made in connection with stock option plans and is of a size and scope customary in the market for companies of similar size); • any merger or split-up of the Company; • any amendment or modification to the by-laws of the Company that would have a material adverse effect on the rights of BRC, EPS or EPS Participations or any other Holder; • any decision to request the delisting of the Company; • the liquidation or dissolution of the Company; • any decision relating to an acquisition or disposal of tangible assets in excess of 1/3rd (one third) of the Company’s consolidated total assets, as reported in the Company’s most recent audited financial statements; and • any decision relating to a modification of the Company’s dividend payout policy (which at the date of this Agreement constitutes a dividend representing a minimum of 25% of the Company’s consolidated profit excluding non-recurring items).
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Examples of Ownership Matters in a sentence

  • Dorner T, Weichselbaum E, Lawrence K, Viktoria SK, Rieder A (2009) Austrian osteoporosis report: epidemiology, lifestyle factors, public health strategies.

  • To assist in decision making, Solaris subscribes to Ownership Matters Pty Ltd (‘Ownership Matters’).

  • We use Ownership Matters, ISS, and CGI Glass Lewis for proxy voting services and general ESG advice.

  • Baker, Media Concentration and Democracy: Why Ownership Matters (Cambridge University Press, 2007); Steven Barnett and Judith Townend, Media Power and Plurality: From Hyperlocal to High-Level Policy (Palgrave Macmillan, 2015),p.

  • CFSGAM is advised of corporate actions such as proxy voting by its proxy voting service providers which are Glass Lewis and Ownership Matters.

  • Edwin Baker, Media Concentration and Democracy: Why Ownership Matters (Cambridge University Press, 2006); C Edwin Baker, "Viewpoint Diversity and Media Ownership," Fed.

  • Edwin Baker, Media Concentration and Democracy: Why Ownership Matters (Cambridge University Press, New York: 2007).

  • John Farrell, Institute for Local Self Reliance, Advantage Local: Why Local Energy Ownership Matters, September 2014.II.

  • Witte, George Mason UniversityBusiness Instrumentalism in U.S., Swedish, and French Media: A Content Analysis of How Ownership Matters Timothy Neff, New York University; Rodney Benson, New York UniversityGramscian Hegemony in the Digital Age: A Study on Crowdfunding Tiffany Cheng, Barnard College, Columbia UniversityTable 09.

  • Responses to consultation questions 7 – 11.7. How would the proposed options affect the level of engagement by proxy advisers with companies?These proposed options would likely destroy the current productive and frequent engagement between companies and Ownership Matters given it would turn engagement into a mere compliance function.

Related to Ownership Matters

  • Reserved Matters means those matters as indicated in schedule 1;

  • Legal Matters In the opinion of Xxxxxx Xxxxxxx, General Counsel of Prospect Administration, administrator for Prospect Capital Corporation, a Maryland corporation (the “Company”), the certificates evidencing the Notes (the “Note Certificates”) constitute the valid and binding obligations of the Company, entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms under the laws of the State of New York subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith), provided that such counsel expresses no opinion as to the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above. This opinion is given as of the date hereof and is limited to the law of the State of New York as in effect on the date hereof. In addition, this opinion is subject to the same assumptions and qualifications stated in the letter of Skadden, Arps, Slate, Xxxxxxx & Xxxx, LLP dated March 8, 2012, filed as Exhibit (l)(5) to the Company’s registration statement on Form N-2 (File No. 333-176637) and to the further assumptions that (i) the Note Certificates have been duly authorized by all requisite corporate action on the part of the Company and duly executed by the Company under Maryland law, and (ii) they were duly authenticated by the Trustee and issued and delivered by the Company against payment therefor in accordance with the terms of the Amended and Restated Selling Agent Agreement and the Indenture. Capitalized terms used in this paragraph without definition have the meanings ascribed to them in the accompanying prospectus supplement. Prospect Capital Corporation 00 Xxxx 00xx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 In the opinion of Xxxxxxx LLP, as Maryland counsel to the Company, (i) the execution and delivery by the Company of the Indenture, dated as of February 16, 2012, as supplemented through the One Hundred Ninety-Second Supplemental Indenture, between the Company and American Stock Transfer & Trust Company, the One Hundred Ninety-Third Supplemental Indenture, between the Company and American Stock Transfer & Trust Company, the One Hundred Ninety- Fourth Supplemental Indenture, between the Company and American Stock Transfer & Trust Company, the One Hundred Ninety-Fifth Supplemental Indenture, between the Company and American Stock Transfer & Trust Company, the One Hundred Ninety-Sixth Supplemental Indenture, between the Company and American Stock Transfer & Trust Company, and the global notes representing the Notes issued pursuant to each such Supplemental Indenture, and the performance by the Company of its obligations thereunder, have been duly authorized by the Company and (ii) the issuance of the Notes has been duly authorized by the Company. This opinion is given to the Company as of November 12, 2013 and is limited to the laws of the State of Maryland as in effect on November 12, 2013. In addition, this opinion is subject to the same assumptions, qualifications and limitations stated in the opinion letter to the Company of Xxxxxxx LLP, dated March 8, 2012, filed as Exhibit (l)(4) to the Company’s Registration Statement on Form N-2 (File No. 333- 176637). Capitalized terms used in this paragraph without definition have the meanings ascribed to them in the accompanying prospectus supplement. Very truly yours, /s/ Xxxxxxx LLP

  • Excluded Matters shall have the meaning given such term in Section 13.3 hereof.

  • MFIPPA means the Municipal Freedom of Information and Protection of Privacy Act.

  • Material Compliance Matter has the same meaning as the term defined in Rule 38a-1, and includes any compliance matter that involves: (1) a violation of the federal securities laws by Distributor (or its officers, directors, employees, or agents); (2) a violation of Distributor's Rule 38a-1 policies and procedures; or (3) a weakness in the design or implementation of Distributor's Rule 38a-1 policies and procedures.

  • Owned Real Properties has the meaning set forth in Section 3.16(b).

  • group of companies means a holding company and all of its subsidiaries;

  • Environmental Infrastructure System means the Environmental Infrastructure Facilities of the Borrower, including the Project, for which the Borrower is receiving the Loan.

  • Environmental Management Plan or “EMP” means the environmental management plan for the Project, including any update thereto, incorporated in the IEE;

  • Environmental Matters means any matter arising out of or relating to health and safety, or pollution or protection of the environment or workplace, including any of the foregoing relating to the presence, use, production, generation, handling, transport, treatment, storage, disposal, distribution, discharge, release, control or cleanup of any Hazardous Substance.

  • Environmental Compliance means action performed during or after Operations to comply with the requirements of all Environmental Laws or contractual commitments related to reclamation of the Properties or other compliance with Environmental Laws.

  • Organizational Conflict of Interest means that because of other activities or relationships with other persons, a person is unable or potentially unable to render impartial assistance or advice to the Government, or the person's objectivity in performing the contract work is or might be otherwise impaired, or a person has an unfair competitive advantage. "Person" as used herein includes Corporations, Partnerships, Joint Ventures, and other business enterprises.

  • Environmental Guidelines means the environmental guidelines and occupational health and safety standards of the World Bank Group as in effect on [Bid Date].

  • Environmental Infrastructure Facilities means Wastewater Treatment Facilities, Stormwater Management Facilities or Water Supply Facilities (as such terms are defined in the Regulations).

  • Acquisition Inquiry means, with respect to a Party, an inquiry, indication of interest or request for information (other than an inquiry, indication of interest or request for information made or submitted by the Company, on the one hand, or Parent, on the other hand, to the other Party) that would reasonably be expected to lead to an Acquisition Proposal.

  • Governmental Real Property Disclosure Requirements means any Requirement of Law of any Governmental Authority requiring notification of the buyer, lessee, mortgagee, assignee or other transferee of any Real Property, facility, establishment or business, or notification, registration or filing to or with any Governmental Authority, in connection with the sale, lease, mortgage, assignment or other transfer (including any transfer of control) of any Real Property, facility, establishment or business, of the actual or threatened presence or Release in or into the Environment, or the use, disposal or handling of Hazardous Material on, at, under or near the Real Property, facility, establishment or business to be sold, leased, mortgaged, assigned or transferred.

  • Owned Real Estate means all land, together with all buildings, structures, fixtures, and improvements located thereon and all easements, rights of way, and appurtenances relating thereto, owned by the Company or any of its Subsidiaries.

  • Indemnity Matters means any and all actions, suits, proceedings (including any investigations, litigation or inquiries), claims, demands and causes of action made or threatened against a Person and, in connection therewith, all losses, liabilities, damages (including, without limitation, consequential damages) or reasonable costs and expenses of any kind or nature whatsoever incurred by such Person whether caused by the sole or concurrent negligence of such Person seeking indemnification.