Elective Fundamental Change definition

Elective Fundamental Change means any of the following events: (a) any direct or indirect sale, lease, exchange, conveyance, transfer or other disposition (in one transaction or a series of related transactions) of all or substantially all of the Partnership’s assets to any third Person, unless immediately following such sale, lease, exchange, transfer or other disposition such assets are owned, directly or indirectly, by the Partnership; or (b) a merger, consolidation, business combination, acquisition of Common Units or other transaction (i) the result of which is that, immediately after the consummation of such transaction, any Person (an “Acquiring Person”), other than the holders of the Common Units immediately prior to the consummation of such transaction, becomes the beneficial owner, directly or indirectly, of a majority of the Outstanding Common Units or, if the Partnership is not the surviving entity in such transaction, the majority of the outstanding voting securities of the surviving entity in such transaction or its parent entity and (ii) in which Partnership Interests that are beneficially owned by any Acquiring Person immediately after the consummation of such transaction, or if the Partnership is not the surviving entity in such transaction, the voting securities of the surviving entity or its parent entity that are beneficially owned by any Acquiring Person immediately after the consummation of such transaction, are not subject to the voting limitations set forth in clause (a) of the proviso of the definition of the defined term “Outstanding,” or any similar voting restrictions applicable to voting securities of the surviving entity or its parent entity in a transaction where the Partnership is not the surviving entity.
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Examples of Elective Fundamental Change in a sentence

  • The Partnership may, by written notice to the Class B Unitholders, revoke a Partnership Fundamental Change Election at any time prior to the 15th day prior to the date of the consummation of the applicable Elective Fundamental Change; provided, that the Partnership thereafter (or simultaneously therewith) timely sends the notice to the Class B Unitholders contemplated by Section 5.7(h)(ii).

Related to Elective Fundamental Change

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

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

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

  • 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.

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

  • Fundamental Change Purchase Date has the meaning specified in Section 8.01(a).

  • Fundamental Change Purchase Notice has the meaning specified in Section 3.01(a)(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 Purchase Price has the meaning specified in Section 5.01(a).

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

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

  • Fundamental Change Repurchase Notice shall have the meaning specified in Section 15.02(b)(i).

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

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

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

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

  • 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.

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

  • Change in Control Transaction means the occurrence of any of the following events:

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

  • Change of Control Date means the date on which a Change of Control occurs.

  • Change in Control Date means the date on which a Change in Control occurs.

  • Change of Control Conversion Date shall have the meaning provided in the Articles Supplementary.