Fundamental Event definition
Fundamental Event means any combination, consolidation, merger, exchange offer, split-off, spin-off, rights offering or dividend, in each case, as a result of which holders of Series B Common Stock of one or more Groups are entitled to receive securities of the Company, securities of another Person, property or cash, or a combination thereof.
Fundamental Event shall be deemed to have occurred if, within 90 days of the Redemption Payment Date, the Company announces any of the following transaction(s) (each, a "TRANSACTION") and all components of such Transaction are consummated within two hundred seventy (270) days of such announcement:
(i) its intention to merge or consolidate, or effect any merger or consolidation of, the Company with or into another entity;
(ii) its intention to effect any sale of all or substantially all of its assets in one or a series of related transactions;
(iii) its intention to effect any tender offer or exchange offer (whether by the Company or another entity) pursuant to which holders of Common Stock are permitted to tender their shares for other securities, cash or property; or
(iv) its intention to effect any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property.
Fundamental Event means any combination, consolidation, merger, exchange offer, split-off, spin-off, rights offering or stock dividend, in each case, as a result of which holders of Series B Common Stock are entitled to receive securities of the Company, securities of another Person, property or cash, or a combination thereof.
Examples of Fundamental Event in a sentence
Each Preferred Member (including the Investor Member) shall have the right to require the Company to redeem all or any portion of its Preferred Units (the “CoC Redemption”) by providing written notice to the Company no later than twenty (20) Business Days prior to any (a) Change of Control of the Company, the Vroom Member or Vroom Parent or (b) Fundamental Event (a “CoC Redemption Notice”).
The Company shall provide each Preferred Member with at least thirty (30) Business Days’ notice prior to the consummation of any such Change of Control or Fundamental Event.
More Definitions of Fundamental Event
Fundamental Event means with respect to Borrower the occurrence of any one or more of the following:
Fundamental Event has the meaning set forth in Section 8.6(d) hereof.
Fundamental Event means either (a) ▇▇▇▇ ▇▇▇▇▇▇▇▇ ceasing to serve as the Company’s Chief Executive Officer for any reason other than a transition to a Chief Operating Officer or similar role at the Company in connection with an IPO or (b) at any time after the Closing Anniversary, the Company’s aggregate Adjusted EBITDA for the four (4) most recently completed fiscal quarters being less than the applicable Requisite EBITDA.
Fundamental Event shall have the meaning attributed to it in the Subordinated Note of even date herewith made by Owner in favor of IHS Financial Holdings, Inc.
Fundamental Event means any of the following events: (i) the consummation of any merger, consolidation or other similar business combination transaction the result of which is that (x) any “person” or “group” within the meaning of Section 13(d) of the Exchange Act is, or as a result of such transaction becomes, the beneficial owner, directly or indirectly, of more than 50% of the total voting power of the voting stock of the Company and (y) the beneficial owners of more than 50% of the total voting power of the voting stock of the Company as of immediately prior to such transaction, individually or in the aggregate, do not beneficially own, directly or indirectly, a larger percentage of the total voting power of such voting stock than such other “person” or “group”, or (ii) the sale, transfer, conveyance or other disposition (other than by way of merger, consolidation or transfer of the Company’s voting stock), to any “person” or “group” within the meaning of Section 13(d) of the Exchange Act, of all or substantially all of the assets of the Company. 1006108252v8
Fundamental Event means in respect of a Member (a) that Member or such Member’s equity owner approves of the winding up, dissolution and/or termination of the Member (unless the sole distributee of the Member’s Membership Interest is a Permitted Affiliate Transferee) and such winding up, dissolution and/or termination is not withdrawn or cured by such Member or such Member’s equity owner within thirty (30) days thereafter or (b) the Member becomes a Bankrupt Member.
Fundamental Event means (A) with respect to the Opco Agent Member, the earlier of (i) payment in full of the Obligations and termination of all commitments to lend under the New Opco Credit Agreement, or (ii) the expiration of the Transition Period (as defined in the Transition Services Agreement, dated as of the date hereof, by and among FE Opco Management LLC, New Propco and New Opco) and (B) with respect to the Propco Agent Member, the payment in full of all obligations and termination of all commitments to lend under the New Propco Credit Agreement; provided, that if either the New Propco Credit Agreement or the New Opco Credit Agreement is refinanced in full through a replacement or successor agreement, then such refinancing shall not constitute a Fundamental Event as more fully set forth in Section 19.