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 Warranties means the representations and warranties of Group Companies set forth in Sections 4.1 (Organization, Standing and Qualification), 4.2 (Capitalization and Other Particulars of the Group Companies), 4.3 (Due Authorization), 4.4 (Valid Issuance of Purchased Shares), 4.5 (No Conflicts), 4.6 (Compliance with Law; Licenses), 4.8 (Financial Statements) and 4.19 (Taxes).
Fundamental Change Notice has the meaning specified in Section 3.05(b).
Make-Whole Fundamental Change Conversion Period has the following meaning:
Non-Stock Fundamental Change means any Fundamental Change other than a Common Stock Fundamental Change.
Fundamental Change Purchase Date has the meaning specified in Section 3.01(a).
Fundamental Representations has the meaning set forth in Section 8.1.
Fundamental Change Effective Date means the date on which any Fundamental Change becomes effective.
Parent Fundamental Representations means the representations and warranties of Parent set forth in Section 5.1 (Corporate Existence and Power), Section 5.3 (Corporate Authorization), Section 5.6 (Finders’ Fees), Section 5.7 (Issuance of Shares), and Section 5.8 (Capitalization).
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 Purchase Price has the meaning specified in Section 3.01(a).
Fundamental Representations and Warranties means the representations and warranties contained in Sections 3.1, 3.2, 3.6, 4.1 and 4.
Fundamental Change Expiration Time has the meaning specified in Section 3.02(a)(1) hereof.
Fundamental Representation has the meaning set forth in Section 9.1.
Fundamental Change shall be deemed to have occurred at the time after the Notes are originally issued if any of the following occurs:
Repurchase Upon Fundamental Change means the repurchase of any Note by the Company pursuant to Section 4.02.
Company Fundamental Representations means the representations and warranties set forth in Section 3.1 (Organization; Authority; Enforceability), Section 3.2(a) (Non-contravention), Section 3.3 (Capitalization), Section 3.13 (Brokerage) and Section 3.20 (Affiliate Transactions).
Make-Whole Fundamental Change Period shall have the meaning specified in Section 14.03(a).
Buyer Fundamental Representations means the representations and warranties of Buyer contained in Sections 6.1, 6.2 and 6.7.
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.
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 Change Purchase Notice has the meaning specified in Section 3.02(a)(1) hereof.
Fundamental Change Repurchase Date shall have the meaning specified in Section 15.02(a).
Fixed Conversion Price shall have the meaning set forth in Section 4(b).
Fundamental Change Repurchase Price shall have the meaning specified in Section 15.02(a).
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.