Common Shares Make-Whole Fundamental Change definition

Common Shares Make-Whole Fundamental Change means any transaction or series of related transactions (other than a Listed Stock Business Combination), in connection with which (whether by means of an exchange offer, liquidation, tender offer, consolidation, amalgamation, merger, statutory arrangement, combination, reclassification, recapitalization, asset sale, lease of assets or otherwise) all of the Common Shares are exchanged for, converted into, acquired for or constitutes solely the right to receive other securities, other property, assets or cash.
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Examples of Common Shares Make-Whole Fundamental Change in a sentence

  • Except upon conversion in connection with a Common Shares Make-Whole Fundamental Change where the consideration for Common Shares is comprised entirely of cash as described in Section 10.15(C), any settlement of a conversion of the Securities made entirely or partially in cash (other than solely cash in lieu of fractional shares) shall occur on the third Business Day immediately following the final Trading Day of the applicable Cash Settlement Averaging Period.

Related to Common Shares Make-Whole Fundamental Change

  • Make-Whole Fundamental Change means any transaction or event that constitutes a Fundamental Change (as defined above and determined after giving effect to any exceptions to or exclusions from such definition, but without regard to the proviso in clause (b) of the definition thereof).

  • Make-Whole Fundamental Change Period shall have the meaning specified in Section 14.03(a).

  • Make-Whole Fundamental Change Conversion Period has the following meaning:

  • Common Stock Fundamental Change means any Fundamental Change in which more than 50% of the value (as determined in good faith by the Board of Directors of the Company) of the consideration received by holders of Common Stock consists of common stock that, for the 10 Trading Days immediately prior to such Fundamental Change, has been admitted for listing or admitted for listing subject to notice of issuance on a national securities exchange or quoted on Nasdaq National Market, provided, however, that a Fundamental Change shall not be a Common Stock Fundamental Change unless either (i) the Company continues to exist after the occurrence of such Fundamental Change and the outstanding Preferred Stock continues to exist as outstanding Preferred Stock, or (ii) not later than the occurrence of such Fundamental Change, the outstanding Preferred Stock is converted into or exchanged for shares of convertible preferred stock, which convertible preferred stock has powers, preferences and relative, participating optional or other rights, and qualifications, limitations and restrictions substantially similar (but no less favorable) to those of the Preferred Stock.

  • Make-Whole Fundamental Change Effective Date means (A) with respect to a Make-Whole Fundamental Change pursuant to clause (A) of the definition thereof, the date on which such Make-Whole Fundamental Change occurs or becomes effective; and (B) with respect to a Make-Whole Fundamental Change pursuant to clause (B) of the definition thereof, the applicable Redemption Notice Date.

  • Fundamental Change Purchase Date has the meaning specified in Section 8.01(a).

  • Fundamental Change Purchase Price has the meaning specified in Section 5.01(a).

  • Fundamental Change Repurchase Price shall have the meaning specified in Section 15.02(a).

  • Fundamental Change Repurchase Date shall have the meaning specified in Section 15.02(a).

  • Non-Stock Fundamental Change means any Fundamental Change other than a Common Stock Fundamental Change.

  • Fundamental Change Purchase Notice has the meaning specified in Section 3.01(a)(i).

  • Fundamental Change Repurchase Notice shall have the meaning specified in Section 15.02(b)(i).

  • Fundamental Change shall be deemed to have occurred at the time after the Notes are originally issued if any of the following occurs:

  • Repurchase Upon Fundamental Change means the repurchase of any Note by the Company pursuant to Section 4.02.

  • Fundamental Change Effective Date means the date on which any Fundamental Change becomes effective.

  • Form of Fundamental Change Repurchase Notice means the “Form of Fundamental Change Repurchase Notice” attached as Attachment 2 to the Form of Note attached hereto as Exhibit A.

  • Form of Fundamental Change Purchase Notice means the “Form of Fundamental Change Purchase Notice” attached as Attachment 2 to the Form of Note attached hereto as Exhibit A.

  • Fundamental Change Notice has the meaning specified in Section 8.02(a).

  • Change of Control Redemption Price shall have the meaning set forth in Section 7.3;

  • Change of Control Conversion Date shall have the meaning provided in the Articles Supplementary.

  • Fundamental Change Expiration Time shall have the meaning specified in Section 16.02(b)(ix).

  • Make-Whole Acquisition Stock Price means the price paid per share of Common Stock in the event of a Make-Whole Acquisition. If the holders of shares of Common Stock receive only cash in the Make-Whole Acquisition in a single per-share amount, other than with respect to appraisal and similar rights, the Make-Whole Acquisition Stock Price shall be the cash amount paid per share of Common Stock. For purposes of the preceding sentence as applied to a Make-Whole Acquisition of the type set forth in clause (a) of the definition Make-Whole Acquisition, a single price per share of Common Stock shall be deemed to have been paid only if the transaction or transactions that caused the Make-Whole Acquisition to occur was a tender offer for more than 50% of the then-outstanding Common Stock. Otherwise, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on the ten Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.