Fundamental Failure Clause Samples

Fundamental Failure. Annex 6.8.2 Non-Managing Shareholder’s registration rights Annex 6.9 Share transfer agreement for put/call options Annex 9.1 Stock Option Agreement Annex 16.2 Parties’ addresses

Fundamental Failure. Notwithstanding any other provision of this AGREEMENT, if RSP discovers any failure of PRODUCTS to conform to the PURCHASING SPECIFICATION that results from a defect in the PRODUCTS or other failure to conform to the PURCHASING SPECIFICATION that was not caused by RSP that threatens to cause, or could result in, other PRODUCTS in the process of being manufactured, in storage or being or having been sold to third parties to also have the same defect or failure to meet the PURCHASING SPECIFICATION and RSP decides to take measures necessary to minimize damages suffered or likely to be suffered by RSP as a result thereof, including, but not limited to damages associated with correcting, repairing or replacing such defect or failure, POWERCHIP shall take all actions necessary to minimize such damages and both PARTIES shall discuss in good faith the detailed treatment for the costs and expenses incurred by and to be reimbursed to RSP in taking such measures.

Fundamental Failure. The Company fails to achieve a Critical Target at the time specified in the Business Plan (‘‘Critical Target Failure’’) that is not a result of a material breach by a Member and the Members fail to agree upon and implement a plan to remedy that failure within 30 days (or such longer period as may be agreed by the Members) after either Member or any Manager has given notice of the failure to the Members and to each Manager.

Fundamental Failure. In case that the Company for two consecutive fiscal years operates at or below the adjusted EBITDA or net revenue figures as set out under Annex 6.7 for the fiscal years 2013 through 2018 (Fundamental Failure) and the Parties fail to agree upon and implement a plan to remedy such failure within ninety (90) days (or such longer period as may be mutually agreed upon by the Parties), both the Non-Managing Shareholder and the Managing Shareholders (represented by the Managing Shareholders Representative) may exercise their Final Call or their Final Put respectively, at any time during the ninety (90)-day period beginning on the earlier of (i) the day following ninety (90) days after the end of the relevant fiscal year or (ii) the day the Non-Managing Shareholder is, in accordance with the general reporting requirements of the managing directors, provided with the financials of the Company necessary to determine the Fundamental Failure; it being understood that the time from the Closing Date (as defined in the SPA) until the end of the fiscal year in which the Closing Date falls, shall constitute a full fiscal year. The Non-Managing Shareholder is not entitled to exercise the Final Call pursuant to this clause 6.7 if the Fundamental Failure has occurred at a time when the Managing Shareholders are no longer managing directors of the Company and the Non-Managing Shareholder has deliberately caused a Fundamental Failure.