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 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.
Examples of Fundamental Event in a sentence
In the case of a Fundamental Event Exchange, the relevant Fundamental Event shall be reasonably expected to occur immediately following the Fundamental Event Exchange.
The Company shall give the Registered Holder notice of any Fundamental Event at least 30 days prior to the closing or consummation of any Fundamental Event.
In the event of a Fundamental Event pursuant to Section 5(i), such a certificate will be issued describing the amount and kind of stock, securities, property or assets or cash receivable upon conversion of the Series A Preferred and Series B Preferred after giving effect to the provisions of such Section 5(i).
No adjustment will be made pursuant to Section 5(i) in respect of any Fundamental Event as to which an adjustment to the Conversion Price was made pursuant to Section 5(h).
The Loan shall immediately become due and payable or convertible at the sole option of the Lenders, or any of them, upon the occurrence of a Fundamental Event.
More Definitions of Fundamental Event
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.
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) Xxxx Xxxxxxxx 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 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, in respect of a Member, (a) that Member or such Member’s equity owners approves of the winding up, dissolution or termination of the Member (unless the sole distributee of the Member’s Membership Interest is a Person entitled to acquire a Membership Interest from such Member in (i) a Transfer to an Affiliate or (ii) an Alternative Transaction, in each case, permitted pursuant to, and in accordance with, Article VIII), and such Member’s winding up, dissolution or termination is not cured by such Member within thirty (30) days thereafter, or (a) the Member becomes a Bankrupt Member.