Fundamental Cap definition

Fundamental Cap shall have the meaning set forth in Section 10.1.
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Fundamental Cap has the meaning set forth in Section 9.6(b).
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Fundamental Cap has the meaning set forth in Section 11.3(d)(ii) of the Agreement.
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Examples of Fundamental Cap in a sentence

  • For the purposes of calculating the value of any portion of the Fundamental Cap attributable to Equity Earnout, the value of any shares of Buyer’s Parent shall be calculated as of the date Buyer’s claim for indemnification is made against Seller.

  • For greater clarity, but subject to the limitation in Section 8.3(f) below, payments under the Non-Fundamental Cap or the Fundamental Cap do not reduce the RWI Exclusions Cap or the Section 4.5 Cap.

  • The maximum aggregate amount for which indemnity may be recovered by the Seller Indemnified Parties from Parent pursuant to Section 10.2(b)(i) for all Damages with respect to breaches of Section 5.2 (Authority and Enforceability) or Section 5.6 (Brokers and Finders), shall not exceed the Fundamental Cap.

  • The Cap shall only be reduced by the payment of Losses for claims that constitute a breach of or inaccuracy in any representation or warranty of Buyer or any Seller Party, as applicable, that is not a Fundamental Representation and the Fundamental Cap shall only be reduced by the payment of Losses for claims that constitute a breach of or inaccuracy in any representation or warranty of Buyer or any Seller Party, as applicable.

  • In addition, in no event shall an individual Shareholder’s liability exceed such Shareholder’s pro rata share (based upon share ownership set forth in Schedule 3.3) of the total consideration paid by Buyer for the Purchased Assets, with such Shareholder’s individual liability being limited by such Shareholder’s pro rata share of the Cap and Fundamental Cap, as applicable.

  • Notwithstanding any other provision of this Agreement to the contrary, each Stockholder’s or Optionholder’s maximum aggregate indemnification liability pursuant to Section 9.2.1(c) shall not exceed the Fundamental Cap (in accordance with the proportion of the Transaction Consideration allocated to such Stockholder and Optionholder pursuant to the Allocation Certificate).

  • Payment of Losses from the Escrow Amount for claims made pursuant to Sections 8.2(b) through (f) will not reduce the Cap or the Fundamental Cap.

  • For the avoidance of doubt, no Seller’s aggregate liability for all Fundamental Claims and General Claims shall ever exceed its Fundamental Cap.

  • The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Fundamental Cap.

  • The aggregate amount of all Losses for which Bloxbiz and the Founders shall be liable pursuant to Section 8.02(a) for breaches of Seller Fundamental Reps shall not exceed the amount of the Purchase Price actually received by Seller (the "Fundamental Cap"); and the aggregate amount of all Losses for which Bloxbiz and the Founders shall be liable pursuant to Section 8.02(a) for breaches of Seller Non-Fundamental Reps shall not exceed $4,375,000.


More Definitions of Fundamental Cap

Fundamental Cap has the meaning given to it in Section 6.4(c).
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Fundamental Cap has the meaning ascribed to it in section 12.4(c)(ii) hereinbelow
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Fundamental Cap with respect to any Fundamental Claim made against any Seller, means an amount equal to:
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Fundamental Cap shall have the meaning set forth in Section 8.01(b).
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Fundamental Cap as set forth in Section 9.2.3(b).
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Related to Fundamental Cap

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

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

  • Fundamental Reps means the representations and warranties set forth in (i) Section 2.1 (Organization, Standing and Power), (ii) Section 2.2(a) (Authority), (iii) Section 2.10 (Brokers), (iv) Section 2.11 (Title to Transferred Assets), (v) Section 3.1 (Organization, Standing and Power), (vi) Section 3.2(a) (Authority) and (vii) Section 3.4 (Brokers).

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

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

  • Fundamental Change Purchase Date has the meaning specified in Section 3.01(a).

  • Fundamental Change Notice has the meaning specified in Section 3.05(b).

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

  • Fundamental Change Expiration Time has the meaning specified in Section 3.02(a)(1) hereof.

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

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

  • Fundamental Change Purchase Notice has the meaning specified in Section 3.02(a)(1) hereof.

  • 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).

  • 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.

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

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

  • Buyer Fundamental Representations means the representations and warranties of Buyer contained in Sections 6.1, 6.2 and 6.7.

  • Purchaser Fundamental Representations means the representations and warranties of Purchaser set forth in Section 4.01, Section 4.02, Section 4.03 and Section 4.07.

  • 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 Representation has the meaning set forth in Section 9.1.

  • Seller Fundamental Representations means the representations and warranties of Seller contained in Section 3.01 (Existence and Power), Section 3.02 (Authorization), Section 3.05 (Group Companies) (other than Section 3.05(e)) and Section 3.21 (Finders’ Fees).

  • Fundamental Transaction means that (i) the Company shall, directly or indirectly, in one or more related transactions, (1) consolidate or merge with or into (whether or not the Company is the surviving corporation) another Person, with the result that the holders of the Company’s capital stock immediately prior to such consolidation or merger together beneficially own less than 50% of the outstanding voting power of the surviving or resulting corporation, or (2) sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company to another Person, or (3) take action to facilitate a purchase, tender or exchange offer by another Person that is accepted by the holders of more than 50% of the outstanding shares of Common Stock (excluding any shares of Common Stock held by the Person or Persons making or party to, or associated or affiliated with the Persons making or party to, such purchase, tender or exchange offer), or (4) consummate a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination), or (5) reorganize, recapitalize or reclassify its Common Stock, or (ii) any “person” or “group” (as these terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act) is or shall become the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 50% of the aggregate ordinary voting power represented by issued and outstanding Common Stock.

  • Automatic Early Redemption Amount means the Automatic Early Redemption Amount specified in the relevant Final Terms.

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

  • Failed Remarketing Condition—Purchased VRDP Shares Redemption means redemption by the Corporation, at a redemption price equal to $100,000 per share plus accumulated but unpaid dividends thereon (whether or not earned or declared) to, but excluding, the date fixed by the Board of Directors for redemption, of shares of a Series of VRDP Shares that the Liquidity Provider shall have acquired pursuant to the Purchase Obligation and continued to be the beneficial owner of for federal income tax purposes for a continuous period of six (6) months during which such VRDP Shares are tendered for Remarketing on each Business Day in accordance with the Related Documents but cannot be successfully remarketed (i.e., a Failed Remarketing Condition-Purchased VRDP Shares shall have occurred and be continuing for such period of time with respect to such VRDP Shares), determined by the Corporation on a first-in, first-out basis, in accordance with and subject to the provisions of the Fee Agreement and these Articles Supplementary.