Fundamental Action definition

Fundamental Action means any action proposed to be taken by the Company and set forth in Section 4(d)(i), 4(d)(ii), 4(d)(v) 4(d)(vi), 4(d)(viii) or 4(d)(ix) of the Certificate of Designation or Section 8.5.1.1, 8.5.1.2, 8.5.1.5, 8.5.1.6, 8.5.1.8 or 8.5.1.9 of the Investor Rights Agreement. Except as set forth in this Section 2, 1315 Capital shall retain all other rights, including the right to consent to any action other than a Fundamental Action, set forth in Section 4(d) of the Certificate of Designation or Section 8.5 of the Investor Rights Agreement.

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Fundamental Action means: (i) any proposed amendment to the Company's Certificate of Incorporation or By-Laws (other than an amendment required by Section 1 of Article VII hereof); (ii) any proposed merger, consolidation or other business combination involving the Company, or sale, transfer or other disposition of all or substantially all of the assets of the Company; (iii) any proposed voluntary liquidation, dissolution or termination of the Company; or (iv) any proposed transaction resulting in a Change of Control.

Fundamental Action means: (i) any proposed amendment to the Corporation's Articles of Incorporation or By-Laws (other than an amendment required by Section 1 of Article VII hereof); (ii) any proposed merger, consolidation or other business combination involving the Corporation, or sale, transfer or other disposition of all or substantially all of the assets of the Corporation; (iii) any proposed voluntary liquidation, dissolution or termination of the Corporation; or (iv) any proposed transaction resulting in a Change of Control.

Examples of Fundamental Action in a sentence

Except as set forth in this Section 2, 1315 Capital shall retain all other rights, including the right to consent to any action other than a Fundamental Action, set forth in Section 4(d) of the Certificate of Designation or Section 8.5 of the Investor Rights Agreement.
Except as set forth in this Section 2, Ampersand shall retain all other rights, including the right to consent to any action other than a Fundamental Action, set forth in Section 4(d) of the Certificate of Designation or Section 8.5 of the Investor Rights Agreement.
Ampersand hereby consents to, and agrees to vote (by proxy or otherwise) its Shares in favor of, any Fundamental Action desired to be taken by the Company as determined by the Company’s Board of Directors.
It applies to both the driving of the District owned vehicles as well as the employee's personal vehicle when used for authorized SDOC business purposes.
Notwithstanding anything to the contrary in the Articles of Association, each Stockholder hereby acknowledges and agrees that the Board shall only be permitted to authorize or effect, or agree to authorize or effect, (A) any issuance of Securities of the type set forth in Section 2.8(b) or (B) any incurrence of indebtedness of the type set forth in Section 2.8(f), if, in each case, such action shall have been approved as a Fundamental Action in accordance with Section 2.8.
In the absence of such written notice, BACI shall not vote the Subject Shares, or execute any written consent in respect of the Subject Shares, with respect to the taking of any Restricted Action or Fundamental Action.
BACC acknowledges that the Merger constitutes a Fundamental Action and hereby consents, as a Consent Right Holder, to the Merger, and all other transactions contemplated by the Merger Agreement, in each case as in effect on the date hereof; provided, that such consent shall be of no further force or effect upon the Expiration Time.

More Definitions of Fundamental Action

Fundamental Action means (I) any of the matters described in Sections 6(b), (d), (i), (k) and (l) (and clause (r) of Section 6 with respect to any of the preceding clauses) and (II) any of the matters described in Sections 6(f), (g), (h) and (j) (and clause (r) of Section 6 with respect to any of the preceding clauses) to the extent, in the case of this clause (II), that the taking of the applicable action would have a disproportionate and materially adverse impact on the Person asserting a consent right pursuant to Section 6, relative to other equityholders of the Corporation and its Subsidiaries holding the same type of equity as such Person.

Fundamental Action means: (i) any proposed amendment to the Company’s Certificate of Incorporation or By-Laws (other than an amendment required by Section 1 of Article VII hereof); or (ii) any proposed voluntary liquidation, dissolution or termination of the Company.

Fundamental Action has the meaning given in Section 3.5(b).

Fundamental Action if (A) an unsolicited, bona fide written Acquisition Proposal that did not result from a material breach of the obligations set forth in this Section 5.4 is received by the Company, and (B) the Company Board determines in good faith, after consultation with outside legal counsel and its financial advisor, based on the information then available, that (w) in the case of an Acquisition Proposal, such Acquisition Proposal constitutes a Superior Proposal and (x) a failure to effect a Fundamental Action in response to such Acquisition Proposal would be inconsistent with the directors’ fiduciary duties under applicable Law; provided, however, that no such Fundamental Actions may be taken unless and until: (I) the Company has given Parent written notice at least four Business Days in advance (such notice period, the “Notice Period” and such notice, the “Notice”), which Notice shall set forth in writing that the Company Board intends to consider whether to take such Fundamental Action and a reasonably detailed description of the basis therefor, and shall also include, in the case of a Fundamental Action to enter into an Alternative Acquisition Agreement, the then-current draft of such agreement (provided, that such Notice shall not, by itself, constitute an Adverse Recommendation Change); (II) during the Notice Period, to the extent requested by Parent, the Company shall, and shall cause its Representatives to, negotiate in good faith with Parent to revise this Agreement so that the condition set forth in clause (B) of this Section 5.4(d) would not be satisfied; and (III) at the end of the Notice Period, the Company Board shall have taken into account any revisions to this Agreement proposed by Parent in writing prior to the end of the Notice Period, and shall have thereafter determined in good faith, after consultation with outside legal counsel and its financial advisor, based on the information then available, that (y) in the case of an Acquisition Proposal, such Acquisition Proposal continues to constitute a Superior Proposal and (z) a failure to effect a Fundamental Action would continue to be inconsistent with the directors’ fiduciary duties under applicable Law (it being understood that any amendment or modification to the economic or other material terms of any such Acquisition Proposal (if applicable) shall require a new Notice and a new Notice Period (which, subsequent to the initial Notice Period, shall be reduced to two Business Days rather than four B...