Fundamental Change Event means (I) any acquisition of a majority of the voting securities of the Company by any Person or group, (II) any acquisition of a majority of the consolidated assets of the Company and its Subsidiaries by any Person or group, or (III) any tender or exchange offer, merger or other business combination (provided that, in the case of any transaction covered by the foregoing clause (III), immediately following such transaction, any Person (or the direct or indirect stockholders of such Person) will beneficially own a majority of the outstanding voting power of the Company or the surviving parent entity in such transaction).
Fundamental Change Event means the Company has after the date of this Agreement entered into a definitive written agreement providing for (i) an acquisition of a majority of the outstanding voting securities of the Company by any person or group, or (ii) a tender or exchange offer, merger or other business combination (provided that, in the case of any transaction covered by the foregoing clause (ii), immediately following such transaction, a person or group will beneficially own at least a majority of the outstanding voting power of the Company or the surviving parent entity following such transaction).
Fundamental Change Event means the occurrence of any of the following:
Examples of Fundamental Change Event in a sentence
Notwithstanding anything in this Paragraph 7 to the contrary, you may make requests (but only privately to the Company and not publicly) for amendments, waivers, consents under or agreements not to enforce clause (a) or clause (b) of this Paragraph 7 and may make proposals or offers (but only privately to the Company and not publicly) regarding the transactions contemplated by clause (a) or clause (b) of this Paragraph 7, in each case, at any time after a Fundamental Change Event (as defined below).
Notwithstanding anything in this paragraph to the contrary, if a Fundamental Change Event (as defined below) occurs, you shall have the right to make one or more proposals to the Company regarding any of the matters in this paragraph, including, without limitation, to effect a transaction pursuant to which you or your affiliates would acquire a majority of the outstanding voting securities of the Company or all or substantially all of the assets of the Company and its subsidiaries.
The Company agrees to give the Trustee prompt written notice of any Fundamental Change, Event of Default or Default of which the Company has actual knowledge.
The Trustee shall not be required to take any steps to monitor or ascertain whether a Fundamental Change Event, a Delisting Event, consolidation, amalgamation or merger or any event or circumstance which could lead to a Fundamental Change Event, a Delisting Event or a consolidation, amalgamation or merger has occurred or may occur and will not be responsible or liable to Noteholders or any other person for any loss arising from any failure or delay by it to do so.
This Agreement shall terminate only by written consent of Searchlight and the Company; provided that, except for the provisions of Section 3.1(b)(vii), Section 3.2, Article V and Article IX, this Agreement shall terminate automatically upon the consummation of a Fundamental Change Event.
More Definitions of Fundamental Change Event
Fundamental Change Event means (A) [*] after the termination of the Collaboration Agreement or (B) the Company enters into a definitive written agreement with any Person other than the Purchaser (or any of its Affiliates) to consummate a merger, consolidation or similar transaction pursuant to which (1) any Person other than the Purchaser (or any of its Affiliates) will acquire [*] or more of the outstanding voting stock of the Company or (2) the Company and its subsidiaries will sell to any Person other than the Purchaser (or any of its Affiliates) all or substantially all of the consolidated assets of the Company and its consolidated subsidiaries. The expiration of the Standstill Period will not terminate or otherwise affect any other of the provisions of this Agreement. [*]. During the Standstill Period, [*] the Company shall permit [*].
Fundamental Change Event means a party has after the date of this Agreement entered into a definitive written agreement with a third party providing for (i) any acquisition of a majority of the voting securities of such party by any person or group, (ii) any acquisition of a majority of the consolidated assets of such party and its subsidiaries by any person or group, or (iii) any tender or exchange offer, merger or other business combination, amalgamation or any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction (provided that, in the case of any transaction covered by the foregoing clause (iii), immediately following such transaction, any person (or the direct or indirect shareholders of such person) will beneficially own a majority of the outstanding voting power of such party or the surviving parent entity in such transaction).
Fundamental Change Event means (i) the entry by the Company or any Subsidiary thereof into a binding definitive agreement with a third person to effect a purchase, tender or exchange offer, amalgamation, scheme of arrangement, merger, consolidation, business combination, purchase transaction or other similar extraordinary transaction that, if consummated, would result in such third party (together with its Affiliates) owning, directly or indirectly, at least a majority of the outstanding Shares (or the surviving parent entity in such transaction) or a majority of the assets of the Company and its Subsidiaries (taken as a whole), or (ii) the time at which the Board recommends in favor of a tender or exchange offer by a Person (other than the Investor and its controlled Affiliates) for at least a majority of the outstanding Shares.
Fundamental Change Event means the Company has after the date of this Agreement entered into a definitive written agreement providing for (i) any acquisition of 30% or more of the voting securities of the Company by any person or group, (ii) any acquisition of a majority of the consolidated assets of the Company and its subsidiaries by any person or group, or (iii) any tender or exchange offer, merger or other business combination or any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction (provided that, in the case of any transaction covered by the foregoing clause (iii), immediately following such transaction, any person, other than you or your controlled affiliates (or the direct or indirect shareholders of such person), will beneficially own a majority of the outstanding voting power of the Company or the surviving parent entity in such transaction). For purposes of this Paragraph 7, the following will be deemed to be an acquisition of beneficial ownership of securities: (1) establishing or increasing a call equivalent position, or liquidating or decreasing a put equivalent position, with respect to such securities within the meaning of Section 16 of the Exchange Act; or (2) entering into any swap or other arrangement that results in the acquisition of any of the economic consequences of ownership of such securities, whether such transaction is to be settled by delivery of such securities, in cash or otherwise. For purposes of this Paragraph 7, any acquisition of beneficial ownership of securities shall not include an acquisition pursuant to any stock split, reverse stock split, recapitalization, reclassification of shares, or similar transaction, in each case undertaken by the Company.
Fundamental Change Event shall have the meaning set forth in Section 7.1.
Fundamental Change Event means the Company has after the date of this Agreement (i) entered into a definitive written agreement providing for (A) any acquisition of a majority of the voting securities of the Company by any person or “group” (as that term is used for purposes of Rule 13d-5 or Section 13(d)(3) of the Exchange Act), (B) any acquisition of a majority of the consolidated assets of the Company and its subsidiaries by any person or “group” (as that term is used for purposes of Rule 13d-5 or Section 13(d)(3) of the Exchange Act), or (C) any tender or exchange offer, merger or other business combination or any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction (provided that, in the case of any transaction covered by the foregoing subclause (C), immediately following such transaction, any person (or the direct or indirect shareholders of such person) will Beneficially Own a majority of the outstanding voting power of the Company or the surviving parent entity in such transaction) or (ii) instituted or commenced or consented to the institution or commencement of any Insolvency Proceeding (as defined in the Credit Agreement).
Fundamental Change Event means the Company has entered into a definitive written agreement providing for (i) any acquisition of a majority of the voting securities of the Company by any person or group, (ii) any acquisition of a majority of the consolidated assets of the Company and its subsidiaries by any person or group, or (iii) any tender or exchange offer, merger or other business combination or any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction (provided that, in the case of any transaction covered by the foregoing clause (iii), immediately following such transaction, any person (or the direct or indirect shareholders of such person) will beneficially own a majority of the outstanding voting power of the Company or the surviving parent entity in such transaction). It is understood and agreed that the Company currently has no intention to enter into any such definitive agreement. For purposes of this Section 4.1, the following will be deemed to be an acquisition of beneficial ownership of securities: (1) establishing or increasing a call equivalent position, or liquidating or decreasing a put equivalent position, with respect to such securities within the meaning of Section 16 of the Exchange Act; or (2) entering into any swap or other arrangement that results in the acquisition of any of the economic consequences of ownership of such securities, whether such transaction is to be settled by delivery of such securities, in cash or otherwise.