Qualifying Fundamental Change definition

Qualifying Fundamental Change means any transaction or event that constitutes a Fundamental Change in clause (a), (b) or (d) of the definition of Fundamental Change (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).
Sample 1Sample 2Sample 3
Qualifying Fundamental Change means any Change in Control included in clause (i), (ii) or (iii) of the definition of Change in Control, excluding any merger, consolidation, assignment, conveyance, sale, transfer, lease or other disposition otherwise constituting a Change in Control in respect of which at least 90% of the consideration paid for the Class B Common Stock in that transaction, excluding Cash payments for fractional shares and Cash payments made pursuant to dissenters’ appraisal rights, consists of shares of common stock traded on the New York Stock Exchange or another U.S. national securities exchange, or will be so traded immediately following the merger or consolidation, and, as a result of the merger or consolidation, the Securities become convertible into such shares of such common stock.
Sample 1
Qualifying Fundamental Change means (i) any Change in Control included in clause (i) or (ii) of the definition of Change in Control, excluding any merger, consolidation, conveyance, sale, transfer or lease otherwise constituting a Change in Control in respect of which at least 90% of the consideration paid for the Common Stock in that transaction, excluding Cash payments for fractional shares and Cash payments made pursuant to dissenters’ appraisal rights, consists of shares of common stock traded on NASDAQ or another U.S. national securities exchange, or will be so traded immediately following the merger or consolidation, and, as a result of the merger or consolidation, the Notes become convertible into such shares of such common stock and (ii) any Termination of Trading.
Sample 1

Examples of Qualifying Fundamental Change in a sentence

  • The number of Qualifying Fundamental Change Additional Shares shall be determined by reference to the table below, based on the Effective Date of the Qualifying Fundamental Change and the price paid (or deemed to be paid) per share of the Common Stock in the Qualifying Fundamental Change (the “Stock Price”).

  • The number of Qualifying Fundamental Change Additional Shares set forth in the table below shall be adjusted in the same manner as and as of any date on which the Conversion Rate of the Notes is adjusted pursuant to this ARTICLE 9.

  • The adjustment provided for in this Section 4.13 shall be made only if the Qualifying Fundamental Change actually occurs or becomes effective.

  • Because the Company cannot calculate and deliver the additional conversion consideration due as a result of an increase in the Conversion Rate resulting from a Qualifying Fundamental Change until after the QFC Effective Date has occurred, the Company will not deliver such additional conversion consideration until after the QFC Effective Date even if the settlement date in respect of other conversion consideration occurs earlier.

  • Subject to the limitations in Section 9.02(k) and Section 9.02(l), the Company will have the option to pay any portion of a Conversion Obligation represented by Qualifying Fundamental Change Additional Shares (“ Qualifying Fundamental Change Payment”) in cash and/or by delivering Freely Tradeable Common Stock.

  • The Company shall notify the Trustee, the Conversion Agent (if other than the Trustee) and Holders (a “ Qualifying Fundamental Change Company Notice”), in writing, of the Effective Date of any Qualifying Fundamental Change, and shall issue a press release or filea Current Report on Form 8-K with the SEC announcing such Effective Date, in each case no later than five (5) Business Days after such Effective Date.

  • CAUTION!!When original packaging is not available, be sure to wrap the convertor and generator separately in plastic bags, film, or other protective wrapping when using loose packing materials such as foam pellets, shredded paper, or excelsior.

  • The Company covenants that all shares of Common Stock issued upon conversion of Notes, as Common Stock Interest, pursuant to an Interest Make- Whole Payment and/or pursuant to a Qualifying Fundamental Change Payment will be duly authorized by all necessary corporate action (including any necessary action by the Company’s Board of Directors), validly issued, fully paid and non-assessable by the Company and free from all taxes, liens and charges with respect to the issue thereof.

  • If, after the Issue Date of the Securities, the QFC Effective Date of a Qualifying Fundamental Change occurs prior to October 1, 2012 and any Securities are surrendered for conversion in connection with such transaction, the Company will increase the Conversion Rate by a number of additional shares of Common Stock (the “Additional Shares”) determined pursuant to this Section 10.20.

  • If holders of the Common Stock receive only cash in the case of a Qualifying Fundamental Change described in clause (ii) of the definition of Change in Control, the Stock Price shall be the cash amount paid per share.


More Definitions of Qualifying Fundamental Change

Qualifying Fundamental Change means any transaction or event that constitutes a Fundamental Change inclause (a), (b) or (d) of the definition of Fundamental Change (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).
Sample 1
Qualifying Fundamental Change means either (i) any Change in Control included in clause (i) or (ii) of the definition of Change in Control, or (ii) any Termination of Trading. A merger, consolidation, assignment, conveyance, sale, transfer, lease or other disposition otherwise constituting a Change in Control will not constitute a Qualifying Fundamental Change if at least 90% of the consideration paid for the Common Stock in that transaction, excluding Cash payments for fractional shares and Cash payments made pursuant to dissenters’ appraisal rights, consists of shares of common stock, depositary receipts or other certificates representing common equity interests traded on a U.S. national securities exchange, or that will be so traded immediately following the merger or consolidation, and, as a result of the merger or consolidation, the Notes become convertible into such shares of such common stock, depositary receipts or other certificates representing common equity interests.
Sample 1
Qualifying Fundamental Change means the occurrence of any of the following: (a) any Change in Control included in clause (i) or (ii) of the definition of Change in Control or (b) any Termination of Trading, provided that an acquisition, consolidation, merger, binding share exchange or sale, assignment, conveyance, transfer, lease or other disposition otherwise constituting a Change in Control will not constitute a Qualifying Fundamental Change if at least 90% of the consideration paid for the Common Stock in that transaction, excluding Cash payments for fractional shares and Cash payments made pursuant to dissenters’ appraisal rights, consists of shares of common stock traded on a U.S. national securities exchange, or will be so traded immediately following the merger, binding share exchange or consolidation, and, as a result of the merger, binding share exchange or consolidation, the Securities become convertible into such shares of such common stock.
Sample 1
Qualifying Fundamental Change means any Change in Control included in clause (i) or (ii) of the definition of “Change in Control” if (but only if) such Change in Control occurs prior to March 20, 2012. A merger, consolidation, assignment, conveyance, sale, transfer, lease or other disposition otherwise constituting a Change in Control will not constitute a Qualifying Fundamental Change if at least 90% of the consideration paid for the Common Stock in that transaction, excluding Cash payments for fractional shares and Cash payments made pursuant to dissenters’ appraisal rights, consists of shares of common stock traded on a U.S. national securities exchange, or will be so traded immediately following such transaction, and, as a result of such transaction, the Notes become convertible into such shares of such common stock.
Sample 1

Related to Qualifying Fundamental Change

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

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

  • 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.

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

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

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

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

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

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

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

  • 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).

  • 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.

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

  • 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.

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

  • 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.

  • 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.

  • Change of Control Event means the occurrence of an event or series of events whereby one or more Persons, acting together, acquire control over the Issuer and where “control” means (a) acquiring or controlling, directly or indirectly, more than fifty (50.00) per cent. of the voting shares of the Issuer, or (b) the right to, directly or indirectly, appoint or remove the whole or a majority of the directors of the board of directors of the Issuer.

  • Change of Control Triggering Event means the occurrence of both a Change of Control and a Rating Event.

  • Acquiring Fund means each series of an Acquiring Company listed in the column entitled “Acquiring Fund” on Exhibit A.

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

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

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

  • 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 Debentures and the Securities issued together with the Debentures), (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.