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

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:

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.

• 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.

• 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.

• If pursuant to the Fundamental Event in respect of a particular Group, the type, form and amount of consideration to be received by holders of Series B Common Stock and Series C Common Stock of such Group is identical, then Section 4(a) shall be inapplicable with respect to the Fundamental Event at such Group.

• Notices (a) Each Beneficiary (or in the case of a Represented Beneficiary, its Representative) must notify the Security Trustee immediately upon becoming aware of the occurrence of a Fundamental Event of Default that is subsisting.

More Definitions of Fundamental Event

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

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 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 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.

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 such event occurs after the In-Service Date and the sole distributee of the Member’s Membership Interest is a Permitted Transferee) and such winding up, dissolution and/or termination is not withdrawn or cured by such Member or such Member’s equity owner within 30 Days thereafter or (b) the Member becomes a Bankrupt Member.

Fundamental Event means the consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more intermediaries) of (i) a merger, consolidation, reorganization, or business combination, or (ii) the acquisition of assets or stock of another entity, in each case other than a transaction (y) which results in the Company’s voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the Company or the person that, as a result of the transaction, controls, directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of the Company’s assets or otherwise succeeds to the business of the Company (the Company or such person, the “Surviving Entity”)) directly or indirectly, at least a majority of the combined voting power of the Surviving Entity’s outstanding voting securities immediately after the transaction; and (z) after which no person or group beneficially owns voting securities representing 50% or more of the combined voting power of the Successor Entity; provided, however, that no person or group shall be treated for purposes of this clause as beneficially owning 50% or more of combined voting power of the Successor Entity solely as a result of the voting power held in the Company prior to the consummation of the transaction.

Fundamental Event means [**]; 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.