Fundamental Transaction Notice definition

Fundamental Transaction Notice has the meaning set forth in Section 3(d)(1)(b).
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Fundamental Transaction Notice means the written notice from the Company to Holder describing a proposed Fundamental Transaction which shall include all material nonpublic information then possessed by the Company pertaining to the Fundamental Transaction and the Successor Entity, including the fair market value of the consideration to be paid by the Successor for each share of Common Stock outstanding.
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Examples of Fundamental Transaction Notice in a sentence

  • The Fundamental Transaction Notice shall allow for Holder to elect to convert the Outstanding Balance of this Note into Common Stock and set forth the manner in which Holder may make such election and receive Conversion Shares.

  • Holder shall communicate its election with respect to this Note not less than ten (10) days prior to the date of the Fundamental Transaction in the manner directed in the Fundamental Transaction Notice (the “Election Date”).

Related to Fundamental Transaction Notice

  • Fundamental Transaction means that (i) the Company shall, directly or indirectly, in one or more related transactions, (1) consolidate or merge with or into (whether or not the Company is the surviving corporation) another Person, with the result that the holders of the Company’s capital stock immediately prior to such consolidation or merger together beneficially own less than 50% of the outstanding voting power of the surviving or resulting corporation, or (2) sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company to another Person, or (3) take action to facilitate a purchase, tender or exchange offer by another Person that is accepted by the holders of more than 50% of the outstanding shares of Common Stock (excluding any shares of Common Stock held by the Person or Persons making or party to, or associated or affiliated with the Persons making or party to, such purchase, tender or exchange offer), or (4) consummate a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination), or (5) reorganize, recapitalize or reclassify its Common Stock, or (ii) any “person” or “group” (as these terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act) is or shall become the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 50% of the aggregate ordinary voting power represented by issued and outstanding Common Stock.

  • Fundamental Change shall be deemed to have occurred at the time after the Notes are originally issued if any of the following occurs:

  • Major Transaction means a transaction or series of related transactions within a calendar year between a Utility and an Affiliate relating to the sale or purchase of an asset(s) or to the provision of a service or a similar group of services, other than Utility Services, which has an aggregate value within that calendar year of $500,000 or more.