Special Matters definition

Special Matters means any of the following actions taken by the Company: (i) solely if a vote of the Common Stock is required by the DGCL or the listing rules of the Nasdaq Stock Market, or such other national securities exchange on which the Common Stock is primarily listed, the issuance of shares of any class or series of capital stock of the Company (or any security convertible into or exercisable for shares of any class or series of capital stock of the Company), other than (A) the issuance of shares of any class or series of capital stock of the Company (or any security convertible into or exercisable for shares of any class or series of capital stock of the Company) to directors, officers, employees, or consultants of the Company or its subsidiaries or affiliates as compensation in connection with their service as such, or (B) the issuance of shares of any class or series of capital stock of the Company (or any security convertible into or exercisable for shares of any class or series of capital stock of the Company), the proceeds of which will be used solely to repay indebtedness of the Company and related expenses; and (ii) a Change in Control (as defined in the Merger Agreement) in which the enterprise value of the Company is less than $2,500,000,000.00.

Special Matters mean: (1) the issuance of Class A Units pursuant to Section 3.2(c)(i), (2) any Transfers of Un-agreed Derivatives and (3) any distribution pursuant to Section 6.1(b).

Special Matters means (i) indemnification pursuant to Section 1.01(a)(i) with respect to any of the representations and warranties contained in Section 3.01 (Organization and Qualification; No Subsidiaries), Section 3.02 (Organizational Documents), Section 3.03 (Capital Structure, Ownership and Title), Section 3.04 (Authority Relative to This Agreement), Section 3.13 (Taxes), Section 3.18 (Brokers), Section 4.01 (The Members), Section 4.02 (Authority Relative to This Agreement), and Section 4.04 (Ownership of Membership Interests) and (ii) indemnification pursuant to Section 1.01(a)(iv)-(iv).

Examples of Special Matters in a sentence

• The Monthly Retainer does not include fees for litigation in which the Firm directly represents TSI, transactional work or Special Matters outside of the ordinary course of business of TSI.

• Except as provided in the assignment provisions of Article 10 of this Special Matters Letter Agreement, Customer will not disclose this Letter Agreement for purposes of financing payments without the prior written consent of Boeing, which consent will be provided once the financier enters into a Non Disclosure Agreement with Boeing in form and substance reasonably satisfactory to Boeing, which will include agreeing not to disclose or use Confidential Information except for the purpose set forth herein.

• When upcoming winter monitoring is conducted, the methodology should follow this report, and if there is any change, necessary modifications should be done.

• Except as provided in the assignment provisions of Article 8 of the Special Matters Letter Agreement, Customer will not disclose this Letter Agreement for purposes of financing payments without the prior written consent of Boeing, which consent will be provided once the financier enters into a Non Disclosure Agreement with Boeing in form and substance reasonably satisfactory to Boeing, which will include agreeing not to disclose or use Confidential Information except for the purpose set forth herein.

• The VASR requirements are in addition to Institutional Animal Care and Use Committee (IACUC) requirements as outlined under section B.2.b of the HERO Overview, Special Matters.

More Definitions of Special Matters

Special Matters means any of the following matters with respect to the Corporation or any Affiliate of the Corporation (except as otherwise expressly established):

Special Matters has the meaning specified in Schedule A.

Special Matters means (a) the matters set forth in Section 7.2(c) through (j) (except as stipulated in the proviso to Section 7.2(j)), (b) any failure of any of the representations and warranties contained in Section 2.1(a) (Organization, Good Standing, Power and Qualification), Section 2.2 (Capitalization), Section 2.3 (Due Authorization; Enforceability), Section 2.4 (No Conflict with Organizational Documents), Section 2.13 (No Finder’s Fees), Section 2.15 (Tax Returns and Payments), Section 2.18 (Employee Benefits and Compensation), and Article III to be true and correct (the representations identified in clause (b) of this sentence, collectively, the “Fundamental Representations”), (c) any failure of the representation and warranties contained in Section 2.8 (Intellectual Property) to be true and correct, and (d) the matters set forth in Section 7.3(c) through (e) (except as stipulated in the proviso to Section 7.3(e)). With respect to the Special Matters with respect to which Sellers have indemnification obligations under this Article VII, in addition to the forfeiture of the Indemnity Escrow Shares, the Sellers shall be liable for, and the Acquiror and any other Indemnified Person shall be entitled to recover directly from the Sellers, any and all Indemnifiable Damages arising out of, resulting from or in connection with such Special Matters, with each Seller liable for its Pro Rata Share of all such Indemnifiable Damages. Subject to the next sentence, the maximum liability of Sellers in the aggregate for Indemnifiable Damages other than for Special Matters shall be limited to the Indemnity Escrow Shares, and the maximum liability of each Seller for Indemnifiable Damages, beyond the forfeiture of the Indemnity Escrow Shares, shall be limited to the value of the aggregate consideration payable by the Acquiror to such Seller pursuant to this Agreement (determined on a pre-tax basis). Notwithstanding anything to the contrary herein, nothing in this Agreement shall limit a Seller’s liability (or the source of a claimant’s recovery in respect thereof) in the case of fraud, intentional breach, intentional misrepresentation or willful misconduct by such Seller.

Special Matters is deleted in its entirety and a new Letter Agreement 6-1165-CKR-1125R1, "Special Matters", (attached), adding Block Quantity and Loyal Customer Appreciation Credit Memoranda, is substituted in lieu thereof.

Special Matters is defined in Section 8.2(c).

Special Matters means the matters described in Section 7.1(d) of the Reorganization Agreement.

Special Matters means (i) Liabilities for Taxes, (ii) Liabilities arising under Environmental, Health and Safety Laws, and (iii) Liabilities arising under Employee Benefit Plans, except, in each case, to the extent that such Liabilities are expressly assumed by Nabors pursuant to this Agreement.