No Fundamental Change Clause Samples
The No Fundamental Change clause restricts parties from making significant alterations to the core aspects of an agreement or the underlying business without the other party's consent. Typically, this clause applies to changes such as mergers, acquisitions, major asset sales, or shifts in business operations that could affect the value or risk profile of the agreement. Its core function is to protect parties from unexpected or material changes that could undermine the original intent or balance of the contract, thereby ensuring stability and predictability in the contractual relationship.
No Fundamental Change. No proceedings for the merger, consolidation, liquidation or dissolution of any of the Atlas Parties or the sale of all or a material part of the assets of any of the Atlas Parties or any material acquisition by any of the Atlas Parties that, in each case, are required by the 1933 Act to be disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, are pending or consummated and not so described in the Registration Statement, the General Disclosure Package and the Prospectus.
No Fundamental Change. Unless otherwise approved by each of the Investors, until the Senior Notes are repaid, and all Shares are sold, the Company will continue to wholly-own its Redwood Capital, Inc. subsidiary, which will continue to be primarily engaged in the structuring and financing of RTO public listing transactions. The Company, its officers, directors, employees and contractors agree to effect all current and future Chinese RTO transactions solely through Redwood Capital, and have any and all amounts earned under such transactions paid exclusively to the Company or Redwood Capital, including equity or cash fees and compensation.
No Fundamental Change. Assuming the BioSante Common Shares to be issued in consideration of the Merger will be listed immediately following the Effective Time on a national securities exchange or quoted on the Nasdaq Global Market, the actions contemplated by Section 7.17 have been taken and the Company Board has taken the actions contemplated in the following sentence, the consummation of the Merger will not constitute a Fundamental Change (as defined in each of the Old Notes Indenture and the New Notes Indenture). As set forth in Section 4.21, the Company Board has approved the appointment of the initial board of directors of the Surviving Corporation in accordance with the requirements applicable under the definition of “Continuing Director” (as such term is defined in the Old Notes Indenture and the New Notes Indenture), and, as such, the initial board of directors of the Surviving Corporation and such appointment thereof will not constitute such a Fundamental Change. No Fundamental Change has occurred or is continuing.
No Fundamental Change. A Fundamental Change will not be deemed to have occurred for purposes of determining whether the Holder will have the right to require the Company to repurchase Notes upon a Fundamental Change, pursuant to this Article Fifteen, if either:
(a) the last sale price of the Class A Common Stock for any five Trading Days within:
(1) the period of ten consecutive Trading Days immediately after the later of the Fundamental Change or the public announcement of the Fundamental Change, in the case of a Fundamental Change resulting solely from the first Fundamental Change listed under the definition of Fundamental Change, or
(2) the period of ten consecutive Trading Days immediately preceding the occurrence of a fundamental change, in the case of the second, third and fourth clauses under the definition of Fundamental Change, is at least equal to 105% of the quotient where the numerator is $1,000 and the denominator is the Conversion Rate in effect on such day; or
(b) in the case of a merger or consolidation, at least 90% of the consideration, excluding cash payments for fractional shares in the merger or consolidation constituting the Fundamental Change, consists of common stock traded on a United States national securities exchange or quoted on the Nasdaq Global Select Market or Nasdaq Global Market (or which will be so traded or quoted when issued or exchanged in connection with such fundamental change) and as a result of such transaction or transactions the Notes become convertible solely into such common stock.