Fundamental Change Event means (I) any acquisition of a majority of the voting securities of the Company by any Person or group, (II) any acquisition of a majority of the consolidated assets of the Company and its Subsidiaries by any Person or group, or (III) any tender or exchange offer, merger or other business combination (provided that, in the case of any transaction covered by the foregoing clause (III), immediately following such transaction, any Person (or the direct or indirect stockholders of such Person) will beneficially own a majority of the outstanding voting power of the Company or the surviving parent entity in such transaction).
Fundamental Change Event means the Company has after the date of this Agreement entered into a definitive written agreement providing for (i) an acquisition of a majority of the outstanding voting securities of the Company by any person or group, or (ii) a tender or exchange offer, merger or other business combination (provided that, in the case of any transaction covered by the foregoing clause (ii), immediately following such transaction, a person or group will beneficially own at least a majority of the outstanding voting power of the Company or the surviving parent entity following such transaction).
Fundamental Change Event means the Company has after the date of this Agreement entered into a definitive written agreement providing for (i) any acquisition of 30% or more of the voting securities of the Company by any person or group, (ii) any acquisition of a majority of the consolidated assets of the Company and its subsidiaries by any person or group, or (iii) any tender or exchange offer, merger or other business combination or any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction (provided that, in the case of any transaction covered by the foregoing clause (iii), immediately following such transaction, any person, other than you or your controlled affiliates (or the direct or indirect shareholders of such person), will beneficially own a majority of the outstanding voting power of the Company or the surviving parent entity in such transaction). For purposes of this Paragraph 7, the following will be deemed to be an acquisition of beneficial ownership of securities: (1) establishing or increasing a call equivalent position, or liquidating or decreasing a put equivalent position, with respect to such securities within the meaning of Section 16 of the Exchange Act; or (2) entering into any swap or other arrangement that results in the acquisition of any of the economic consequences of ownership of such securities, whether such transaction is to be settled by delivery of such securities, in cash or otherwise. For purposes of this Paragraph 7, any acquisition of beneficial ownership of securities shall not include an acquisition pursuant to any stock split, reverse stock split, recapitalization, reclassification of shares, or similar transaction, in each case undertaken by the Company.
Examples of Fundamental Change Event in a sentence
Within 90 calendar days as may be extended by the Board of Governors by mutual agreement after any Fundamental Change Event, the backstop facility shall be terminated.
Following a Fundamental Change Event, a meeting of the Board of Governors shall be convened or a written procedure initiated to decide following a comprehensive review on whether the backstop facility shall be continued.
If the Board of Governors does not decide following a comprehensive review by mutual agreement to continue the backstop facility on the same or on amended terms within 90 calendar days after any Fundamental Change Event, the backstop facility shall be terminated.
The Company agrees to give the Trustee prompt written notice of any Fundamental Change, Event of Default or Default of which the Company has actual knowledge.
Notwithstanding anything in this paragraph to the contrary, if a Fundamental Change Event (as defined below) occurs, you shall have the right to make one or more proposals to the Company regarding any of the matters in this paragraph, including, without limitation, to effect a transaction pursuant to which you or your affiliates would acquire a majority of the outstanding voting securities of the Company or all or substantially all of the assets of the Company and its subsidiaries.
More Definitions of Fundamental Change Event
Fundamental Change Event shall have the meaning set forth in Section 7.1.
Fundamental Change Event means the occurrence of any of the following:
Fundamental Change Event means (i) the entry by the Company or any Subsidiary thereof into a binding definitive agreement with a third person to effect a purchase, tender or exchange offer, amalgamation, scheme of arrangement, merger, consolidation, business combination, purchase transaction or other similar extraordinary transaction that, if consummated, would result in such third party (together with its Affiliates) owning, directly or indirectly, at least a majority of the outstanding Shares (or the surviving parent entity in such transaction) or a majority of the assets of the Company and its Subsidiaries (taken as a whole), or (ii) the time at which the Board recommends in favor of a tender or exchange offer by a Person (other than the Investor and its controlled Affiliates) for at least a majority of the outstanding Shares.
Fundamental Change Event means (A) [*] after the termination of the Collaboration Agreement or (B) the Company enters into a definitive written agreement with any Person other than the Purchaser (or any of its Affiliates) to consummate a merger, consolidation or similar transaction pursuant to which (1) any Person other than the Purchaser (or any of its Affiliates) will acquire [*] or more of the outstanding voting stock of the Company or (2) the Company and its subsidiaries will sell to any Person other than the Purchaser (or any of its Affiliates) all or substantially all of the consolidated assets of the Company and its consolidated subsidiaries. The expiration of the Standstill Period will not terminate or otherwise affect any other of the provisions of this Agreement. [*]. During the Standstill Period, [*] the Company shall permit [*].
Fundamental Change Event means a party has after the date of this Agreement entered into a definitive written agreement with a third party providing for (i) any acquisition of a majority of the voting securities of such party by any person or group, (ii) any acquisition of a majority of the consolidated assets of such party and its subsidiaries by any person or group, or (iii) any tender or exchange offer, merger or other business combination, amalgamation or any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction (provided that, in the case of any transaction covered by the foregoing clause (iii), immediately following such transaction, any person (or the direct or indirect shareholders of such person) will beneficially own a majority of the outstanding voting power of such party or the surviving parent entity in such transaction).
Fundamental Change Event means (i) any person (A) becoming the beneficial owner (within the meaning of Section 13(d)(1) of the Exchange Act) of 50% or more of the outstanding capital stock of Seller or (B) the second business day following a recommendation by the Board of Directors of Seller that Seller’s stockholders tender or exchange their shares in a bona fide tender offer or exchange offer by a third party unrelated to Buyer that, if consummated, would make such person (or any of its affiliates) the beneficial owner (within the meaning of Section 13(d)(1) of the Exchange Act) of 50% or more of the outstanding capital stock of Seller, or (ii) the public announcement by Seller that it has entered into a Definitive Agreement for a transaction or series of transactions (whether structured as a tender offer, exchange offer, merger, business combination or sale of assets) with a third party unrelated to Buyer that, if consummated, would result in such third party becoming the beneficial owner (within the meaning of Section 13(d)(1) of the Exchange Act) of more than 50% of the capital stock of Seller or a sale of all or substantially all of the assets of Seller. The expiration of the Standstill Period will not terminate or otherwise affect any of the other provisions of this Agreement. For the avoidance of doubt, nothing in this Section 7 is meant to restrict Buyer’s ability to amend its filings with the Securities Exchange Commission on Schedule 13D in accordance with applicable Law.
Fundamental Change Event means the Company has after the date of this Agreement (i) entered into a definitive written agreement providing for (A) any acquisition of a majority of the voting securities of the Company by any person or “group” (as that term is used for purposes of Rule 13d-5 or Section 13(d)(3) of the Exchange Act), (B) any acquisition of a majority of the consolidated assets of the Company and its subsidiaries by any person or “group” (as that term is used for purposes of Rule 13d-5 or Section 13(d)(3) of the Exchange Act), or (C) any tender or exchange offer, merger or other business combination or any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction (provided that, in the case of any transaction covered by the foregoing subclause (C), immediately following such transaction, any person (or the direct or indirect shareholders of such person) will Beneficially Own a majority of the outstanding voting power of the Company or the surviving parent entity in such transaction) or (ii) instituted or commenced or consented to the institution or commencement of any Insolvency Proceeding (as defined in the Credit Agreement).