Fundamental Change Additional Shares definition

Fundamental Change Additional Shares means, in respect of a Fundamental Change, such number of shares as is set forth under the Acquisition Price Per Share applicable to such Fundamental Change, and beside the date indicating the last day of the 12-month period in which the Effective Date of such Fundamental Change occurred, on Annex A hereto.
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Fundamental Change Additional Shares has the meaning set forth in the Series A Certificate of Designation.
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Fundamental Change Additional Shares means, in respect of a Fundamental Change, such number of shares as is set forth under the Acquisition Price Per Share applicable to such Fundamental Change, and beside the date indicating the last day of the 12-month period in which the Effective Date of such Fundamental Change occurred, on Annex A hereto.1 1 To be conformed, if needed, to the presentation of Annex A. Annex A will be provided at Closing, and will provide for ratable decreases in Acquisition Price Per Share over the time periods indicated.
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Examples of Fundamental Change Additional Shares in a sentence

  • The number of Qualifying Fundamental Change Additional Shares shall be determined by reference to the table below, based on the Effective Date of the Qualifying Fundamental Change and the price paid (or deemed to be paid) per share of the Common Stock in the Qualifying Fundamental Change (the “Stock Price”).

  • Award of Furniture Installation Bid RESOLVED, that upon the recommendation of the Superintendent of Schools, the Board of Education approves the following: WHEREAS, the Westbury Union Free School District issued a Bid (Weidersum #WA1721) for Installation of owner supplied furniture.

  • If the Fundamental Change Effective Date is on or after September 1, 2020, the Fundamental Change Additional Shares will be determined by reference to the last row of the table above.

  • Each Holder, by accepting a Security agrees not to take a position with relevant tax authorities that is inconsistent with the following position: the possibility that holders of the Securities will be paid Fundamental Change Additional Shares as described in the Indenture does not cause the Securities to be treated as contingent payment debt instruments for U.S. federal income tax purposes.

  • If the Stock Price is less than $14.68 per share (subject to adjustment in the same manner as adjustments are made to the Stock Price in the column headings in the table above, in accordance with the provisions of Section 13(c)(iii)), then the Fundamental Change Additional Shares shall be zero shares.

  • If the Stock Price is in excess of $60.00 per share (subject to adjustment in the same manner as adjustments are made to the Stock Prices in the column headings in the table above, in accordance with the provisions of Section 13(c)(iii)), then the Fundamental Change Additional Shares shall be zero shares.

Related to Fundamental Change Additional Shares

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

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

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

  • Fundamental Change Purchase Notice 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).

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

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

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

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

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

  • 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).

  • 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 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).

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

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

  • 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.

  • 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.

  • 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.

  • Early Preference Share Redemption Event means the event that occurs if:

  • Early Preference Share Redemption Date means the day falling ten Business Days after the Early Preference Share Valuation Date.

  • 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.

  • Early Preference Share Redemption Notice means a notice of early redemption of some or all of the Preference Shares given by or on behalf of the Company in accordance with Condition 6 (Notices).

  • Early Preference Share Redemption Amount means, subject to the provisions of the Articles and the Conditions, in respect of each Preference Share, an amount expressed in the Settlement Currency calculated by the Calculation Agent as the fair market value (calculated without taking into account the creditworthiness of the Company) of a Preference Share as of the Early Preference Share Valuation Date taking into account such factor(s) as the Calculation Agent determines appropriate, including, but not limited to, the relevant Early Preference Share Redemption Event after deducting any Associated Costs (to the extent not already reflected in such fair market value).

  • Make-Whole Acquisition Stock Price means the consideration paid per share of Common Stock in a Make-Whole Acquisition. If such consideration consists only of cash, the Make-Whole Acquisition Stock Price shall equal the amount of cash paid per share of Common Stock. If such consideration consists of any property other than cash, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on each of the 10 consecutive Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.