Exempted Fundamental Change Sample Clauses

Exempted Fundamental Change. Notwithstanding anything to the contrary in this Article 15 or otherwise, the Company shall not be required to provide a Fundamental Change Company Notice, or offer to repurchase or repurchase any Notes in accordance with the provisions of this Article 15 in connection with a Merger Event that constitutes a Fundamental Change pursuant to clause (2) of the definition thereof (regardless of whether such Merger Event also constitutes a Fundamental Change pursuant to any other clause of such definition), if:
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Exempted Fundamental Change. (a) Notwithstanding anything to the contrary, the Company will not be required to send a Fundamental Change Company Notice, or offer to repurchase any Notes as set forth in this Article 3, in connection with a Fundamental Change occurring pursuant to clause (ii)(A) or clause (ii)(B) (or pursuant to clause (i) that also constitutes a Fundamental Change occurring pursuant to either clause (i)(A) or clause (ii)(B)) of the definition of Change of Control, if:

Related to Exempted Fundamental Change

  • Fundamental Changes Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:

  • Change of Control Transaction If the Company or its successor terminates the Employment upon a merger, consolidation, or transfer or sale of all or substantially all of the assets of the Company with or to any other individual(s) or entity (the “Change of Control Transaction”), the Executive shall be entitled to the following severance payments and benefits upon such termination: (1) a lump sum cash payment equal to 12 months of the Executive’s base salary at a rate equal to the greater of his/her annual salary in effect immediate1y prior to the termination, or his/her then current annua1 salary as of the date of such termination; (2) a lump sum cash payment equal to a pro-rated amount of his/her target annual bonus for the year immediately preceding the termination; and (3) immediate vesting of 100% of the then-unvested portion of any outstanding equity awards held by the Executive.

  • Withdrawal of Fundamental Change Repurchase Notice A Holder that has delivered a Fundamental Change Repurchase Notice with respect to a Note may withdraw such Fundamental Change Repurchase Notice by delivering a written notice of withdrawal to the Paying Agent at any time before the Close of Business on the Business Day immediately before the related Fundamental Change Repurchase Date. Such withdrawal notice must state:

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