Fundamental Change Amount definition

Fundamental Change Amount means an amount equal to the lesser of (i) the amount by which the Fundamental Change Premium Amount exceeds the amount received by holders of each 1,000 shares of Common Stock (such number of shares of Common Stock to be proportionately increased to reflect any Common Stock split or Common Stock dividend or similar event payable on Common Stock after the Original Issue Date and proportionately decreased to reflect any Common Stock combination or Common Stock reverse split or similar event payable on Common Stock after the Original Issue Date) upon such Fundamental Change (the “Common Stock Amount”) and (ii) the Fundamental Change Maximum Amount; provided that, in the case the holders of Common Stock of the Company do not receive any amounts out of the assets of the Company or the proceeds of such Fundamental Change the “Common Stock Amount” for purposes of clause (i) of this sentence shall be equal to 1,000 (such number to be proportionately increased to reflect any Common Stock split or Common Stock dividend or similar event payable on Common Stock after the Original Issue Date and proportionately decreased to reflect any Common Stock combination or Common Stock reverse split or similar event payable on Common Stock after the Original Issue Date) multiplied by the average of the Daily VWAP for the five (5) Trading Days immediately preceding the effective date of such Fundamental Change. For the avoidance of doubt, if the Fundamental Change Premium Amount does not exceed the Common Stock Amount, then the Fundamental Change Amount will be $0.
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Examples of Fundamental Change Amount in a sentence

  • Page | 2 INTRODUCTION MISSION AND OBJECTIVESThe Oakland County Human Resources Employee Training & Development Unit’s mission is to enhance employee effectiveness by identifying and improving organizational and individual competencies.

  • Except as limited by Section 3(b), to the extent the full amount required to be paid to the holders of Series C Preferred Stock pursuant to Section 3(a) are not paid within sixty (60) days of a Fundamental Change, any such unpaid Fundamental Change Amount shall increase by ten percent (10%) each thirty (30) days thereafter (pro-rated for partial periods) until paid in full.

  • Upon the Company’s provision of written notice as to the effective date of any Fundamental Change, accompanied by cash payment in the amount of the full Fundamental Change Amount to each record holder of the Series C Preferred Stock, the Series C Preferred Stock shall no longer be deemed outstanding shares of the Company and all rights of the holders of such shares will terminate.

  • After payment of the full amount of the Fundamental Change Amount (subject to limitation pursuant to Section 3(b)), the holders of Series C Preferred Stock will have no right or claim to any of the remaining assets of the Company.

  • After payment of the full amount of the Fundamental Change Amount (subject to limitation pursuant to Section 3(b)), the holders of Series Z Preferred Stock will have no right or claim to any of the remaining assets of the Company.

  • The ‘observer’ table includes the surveyors’ name, surveyor code, address, phone number, and e-mail address.

  • In the event that, upon any such Fundamental Change, the legally available assets of the Company and proceeds of such Fundamental Change are insufficient to pay the full amount of the Fundamental Change Amount on all outstanding shares of Series Z Preferred Stock, then the holders of the Series Z Preferred Stock shall share ratably in any such distribution of assets in proportion to the full Fundamental Change Amount to which they would otherwise be respectively entitled.

  • Upon the Company’s provision of written notice as to the effective date of any Fundamental Change, accompanied by cash payment in the amount of the full Fundamental Change Amount to each record holder of the Series Z Preferred Stock, the Series Z Preferred Stock shall no longer be deemed outstanding shares of the Company and all rights of the holders of such shares will terminate.

Related to Fundamental Change Amount

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

  • Fundamental Change Purchase Date has the meaning specified in Section 3.01(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).

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

  • 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).

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

  • 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:

  • 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).

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

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

  • 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.

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

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

  • 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 Company Notice shall have the meaning specified in Section 15.02(c).

  • Exchange Amount means either the Cash Amount or the REIT Shares Amount, as selected by the General Partner in its sole and absolute discretion pursuant to Section 8.5(b) hereof.

  • Exempted Fundamental Change means any Fundamental Change with respect to which, in accordance with Section 4.02(I), the Company does not offer to repurchase any Notes.

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

  • Triggering Redemption Amount means, for each share of Preferred Stock, the sum of (a) the greater of (i) 130% of the Stated Value and (ii) the product of (y) the VWAP on the Trading Day immediately preceding the date of the Triggering Event and (z) the Stated Value divided by the then Conversion Price, (b) all accrued but unpaid dividends thereon and (c) all liquidated damages and other costs, expenses or amounts due in respect of the Preferred Stock.

  • Cash Settlement Date means, for each Financially Settled Futures Transaction, the Business Day determined by Exchange from time to time in accordance with industry practice for such Transaction, as posted on Exchange’s Website not less than one month prior to the occurrence of such date, other than Invoices issued as a result of a Contracting Party’s Default or under the Close- out Procedure which amounts require payment immediately;

  • Cash Settlement Payment Date means in relation to a Series of Notes, the date specified as such or otherwise determined as provided in the relevant Final Terms.