Fundamental Corporate Transaction definition

Fundamental Corporate Transaction means:
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Fundamental Corporate Transaction means any transaction (a) that requires the approval of the Shareholders under the URBCA and (b) that would result, immediately after the consummation of such transaction, in the Shareholders immediately prior to such transaction (as a group) holding less than a majority of (i) the Common Stock, the Class A Stock, the Class B Stock or the Class C Stock (and any other voting securities of the Corporation, if any), or (ii) the voting securities or voting interests of the surviving or acquiring corporation or entity if such transaction results in the termination of the existence or the complete acquisition of the Corporation.
Sample 1
Fundamental Corporate Transaction means: (a) any merger, consolidation, share exchange or other business combination of the Corporation or GPA with any other Person other than a merger, consolidation, share exchange or business combination that would result in the Voting Securities or the voting securities, as applicable, of the Corporation or GPA outstanding immediately prior to the consummation of such transaction continuing to represent (either by remaining outstanding or being converted into voting securities of the surviving entity in such merger, consolidation, share exchange or business combination) 100% of the total voting power of the Voting Securities or the voting securities, as applicable, of the Corporation or GPA or of the voting securities of such surviving entity having the right to vote on a regular basis for the election of directors in each case outstanding immediately after such merger, consolidation, share exchange or business combination, (b) any sale by the Corporation or GPA of all or substantially all of its assets or properties or (c) any recapitalization or liquidation of, or filing of a voluntary bankruptcy petition by, the Corporation or GPA.
Sample 1

Examples of Fundamental Corporate Transaction in a sentence

  • The Corporation must provide to the Series D Holder written notice of any proposed Fundamental Corporate Transaction at least five (5) days prior to the consummation of the Fundamental Corporate Transaction.

  • The Series D Holder may withhold its consent to or affirmative vote in favor of any Fundamental Corporate Transaction, in its sole discretion.

  • In such notice, the Corporation shall state whether the Series C Holder meets the Minimum Ownership Threshold to exercise the Fundamental Corporate Transaction Approval Right, and provide the material terms of the Fundamental Corporate Transaction, including, without limitation, the consideration to be paid to the Corporation and/or any monetary obligation the Corporation will incur in connection with such Fundamental Corporate Transaction.

  • The Series C Holder may reasonably request that additional information be provided by the Corporation, if the Series C Holder determines that such information is necessary to make a prudent decision in exercising its Fundamental Corporate Transaction Approval Right.

  • The Series D Holder may reasonably request that additional information be provided by the Corporation, if the Series D Holder determines that such information is necessary to make a prudent decision in exercising its Fundamental Corporate Transaction Approval Right.

  • In such notice, the Corporation shall state whether the Series D Holder meets the Minimum Ownership Threshold to exercise the Fundamental Corporate Transaction Approval Right, and provide the material terms of the Fundamental Corporate Transaction, including, without limitation, the consideration to be paid to the Corporation and/or any monetary obligation the Corporation will incur in connection with such Fundamental Corporate Transaction.

  • The Corporation must provide to the Series C Holder written notice of any proposed Fundamental Corporate Transaction at least five (5) days prior to the consummation of the Fundamental Corporate Transaction.

  • The Series C Holder may withhold its consent to or affirmative vote in favor of any Fundamental Corporate Transaction, in its sole discretion.

  • The Company shall not effect a Fundamental Corporate Transaction prior to effecting the Reorganization.

  • In such notice, the Corporation shall state whether the Series A Holder meets the Minimum Ownership Threshold to exercise the Fundamental Corporate Transaction Approval Right, and provide the material terms of the Fundamental Corporate Transaction, including, without limitation, the consideration to be paid to the Corporation and/or any monetary obligation the Corporation will incur in connection with such Fundamental Corporate Transaction.

Related to Fundamental Corporate Transaction

  • Corporate Transaction means the consummation, in a single transaction or in a series of related transactions, of any one or more of the following events:

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

  • 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.

  • Alternate Transaction shall have the meaning assigned to such term in Section 6.7(iii) hereof.

  • Change of Control Transaction means the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of 33% of the voting securities of the Company (other than by means of conversion or exercise of the Notes and the Securities issued together with the Notes), (b) the Company merges into or consolidates with any other Person, or any Person merges into or consolidates with the Company and, after giving effect to such transaction, the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the Company or the successor entity of such transaction, (c) the Company sells or transfers all or substantially all of its assets to another Person and the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the acquiring entity immediately after the transaction, (d) a replacement at one time or within a three year period of more than one-half of the members of the Board of Directors which is not approved by a majority of those individuals who are members of the Board of Directors on the Original Issue Date (or by those individuals who are serving as members of the Board of Directors on any date whose nomination to the Board of Directors was approved by a majority of the members of the Board of Directors who are members on the date hereof), or (e) the execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events set forth in clauses (a) through (d) above.

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

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

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

  • 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 in Control Transaction means the occurrence of any of the following events:

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

  • Partnership Change of Control means Tesoro Corporation ceases to Control the General Partner.

  • Make-Whole Acquisition Stock Price means the consideration paid per share of Common Stock in a Make-Whole Acquisition. If such consideration consists only of cash, the Make-Whole Acquisition Stock Price shall equal the amount of cash paid per share of Common Stock. If such consideration consists of any property other than cash, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on each of the 10 consecutive Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.

  • Closing Date Transactions means, collectively (a) the funding of the Loans on the Closing Date and the execution and delivery of Loan Documents to be entered into on the Closing Date, (b) the Debt Proceeds Transfer, and (c) the payment of Closing Date Transaction Expenses.

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

  • Going Private Transaction means a transaction involving the purchase of Company securities described in Rule 13e-3 to the Securities and Exchange Act of 1934.

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

  • Control Transaction means any of the following transactions or any combination thereof:

  • 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).

  • Reorganization Transaction see clause (d) of the definition of “Change of Control.”

  • Reorganization Transactions shall have the meaning set forth in the recitals.