Fundamental Event definition

Fundamental Event means any combination, consolidation, merger, exchange offer, split-off, spin-off, rights offering or dividend, in each case, as a result of which holders of Series B Common Stock of one or more Groups are entitled to receive securities of the Company, securities of another Person, property or cash, or a combination thereof.

Fundamental Event shall be deemed to have occurred if, within 90 days of the Redemption Payment Date, the Company announces any of the following transaction(s) (each, a "TRANSACTION") and all components of such Transaction are consummated within two hundred seventy (270) days of such announcement:

Fundamental Event means with respect to Borrower the occurrence of any one or more of the following:

Examples of Fundamental Event in a sentence

• In the case of a Fundamental Event Exchange, the relevant Fundamental Event shall be reasonably expected to occur immediately following the Fundamental Event Exchange.

• When this Agreement contemplates a certain number of securities, as of a particular date, such number of securities (including Available Series B Shares) shall be deemed to be appropriately adjusted (without duplication) to account for stock splits, stock dividends, recapitalizations, combinations of shares or other change affecting the outstanding shares of the Common Stock or Voting Securities other than any Fundamental Event subject to Section 4.

• At a Fundamental Event Exchange Closing, if applicable, the Company and Dr. Malone and the Trust, as applicable, will duly execute and deliver a cross receipt each acknowledging the receipt of the shares of Common Stock delivered to it in connection therewith.

• The Company shall give the Registered Holder notice of any Fundamental Event at least 30 days prior to the closing or consummation of any Fundamental Event.

• In the event of a Fundamental Event pursuant to Section 5(i), such a certificate will be issued describing the amount and kind of stock, securities, property or assets or cash receivable upon conversion of the Series A Preferred and Series B Preferred after giving effect to the provisions of such Section 5(i).

More Definitions of Fundamental Event

Fundamental Event means either (a) Xxxx Xxxxxxxx ceasing to serve as the Company’s Chief Executive Officer for any reason other than a transition to a Chief Operating Officer or similar role at the Company in connection with an IPO or (b) at any time after the Closing Anniversary, the Company’s aggregate Adjusted EBITDA for the four (4) most recently completed fiscal quarters being less than the applicable Requisite EBITDA.

Fundamental Event has the meaning set forth in Section 8.6(d) hereof.

Fundamental Event shall have the meaning attributed to it in the Subordinated Note of even date herewith made by Owner in favor of IHS Financial Holdings, Inc. 8.2

Fundamental Event means any of the following events: (i) the consummation of any merger, consolidation or other similar business combination transaction the result of which is that (x) any “person” or “group” within the meaning of Section 13(d) of the Exchange Act is, or as a result of such transaction becomes, the beneficial owner, directly or indirectly, of more than 50% of the total voting power of the voting stock of the Company and (y) the beneficial owners of more than 50% of the total voting power of the voting stock of the Company as of immediately prior to such transaction, individually or in the aggregate, do not beneficially own, directly or indirectly, a larger percentage of the total voting power of such voting stock than such other “person” or “group”, or (ii) the sale, transfer, conveyance or other disposition (other than by way of merger, consolidation or transfer of the Company’s voting stock), to any “person” or “group” within the meaning of Section 13(d) of the Exchange Act, of all or substantially all of the assets of the Company.

Fundamental Event means in respect of a Member (a) that Member or such Member’s equity owner approves of the winding up, dissolution and/or termination of the Member (unless the sole distributee of the Member’s Membership Interest is a Permitted Affiliate Transferee) and such winding up, dissolution and/or termination is not withdrawn or cured by such Member or such Member’s equity owner within thirty (30) days thereafter or (b) the Member becomes a Bankrupt Member.

Fundamental Event means any of the following events: (i) the consummation of any merger, consolidation or other similar business combination transaction the result of which is that (x) any “person” or “group” within the meaning of Section 13(d) of the Exchange Act is, or as a result of such transaction becomes, the beneficial owner, directly or indirectly, of more than 50% of the total voting power of the voting stock of the Company and (y) the beneficial owners of more than 50% of the total voting power of the voting stock of the Company as of immediately prior to such transaction, individually or in the aggregate, do not beneficially own, directly or indirectly, a larger percentage of the total voting power of such voting stock than such other “person” or “group”, or (ii) the sale, transfer, conveyance or other disposition (other than by way of merger, consolidation or transfer of the Company’s voting stock), to any “person” or “group” within the meaning of Section 13(d) of the Exchange Act, of all or substantially all of the assets of the Company. “Governmental Authority” means any government, court, regulatory or administrative agency, commission or authority or other legislative, executive or judicial governmental entity, whether federal, national, provincial, state, local or multinational, including, for the avoidance of doubt, Lloyd’s.

Fundamental Event means a circumstance outside the control of the Parties, such as a material change in the regulatory, pricing or reimbursement environment, that has a material adverse impact on the commercial viability of the Licensed Products or the SGLT1/2 class of products; provided, however, that none of the following shall constitute, or shall be considered in determining whether there has occurred, a Fundamental Event: (i) any change arising out of or resulting from actions contemplated by the Parties in connection with this Agreement; (ii) any action taken pursuant to or in accordance with this Agreement or at the request of or with the consent of Sanofi; (iii) any fees or expenses anticipated as of the Execution Date to be incurred in connection with the transactions contemplated by this Agreement; or (iv) any change of circumstances with respect to any product or product candidate of Sanofi other than the Licensed Product.