Public Acquirer Fundamental Change means any Fundamental Change that would otherwise obligate the Corporation to increase the Conversion Rate as described in Section 9 where the acquirer has a class of common stock traded on a national securities exchange or quoted on the Nasdaq National Market or which will be so traded or quoted when issued or exchanged in connection with such Fundamental Change (the “Public Acquirer Common Stock”). If an acquirer does not itself have a class of common stock satisfying the foregoing requirement, it will be deemed to have Public Acquirer Common Stock if a corporation that directly or indirectly owns at least a majority of the acquirer, has a class of common stock satisfying the foregoing requirement, and all references to Public Acquirer Common Stock will refer to such class of common stock. Majority owned for these purposes means having the “beneficial ownership” (as defined in Rule 13d-3 under the Exchange Act) of more than 50% of the total voting power of all shares of the respective entity’s Capital Stock that are entitled to vote generally in the election of directors.
Public Acquirer Fundamental Change means a Common Stock Change Make-Whole Fundamental Change where the acquirer (or any entity that “beneficially owns” (within the meaning of Rule 13d-3 under the Exchange Act) more than 50% of the total outstanding voting power of all classes of such acquirer’s capital stock entitled to vote generally in the election of directors) has a class of common stock (the “Public Acquirer Common Stock”) that is traded on a U.S. national securities exchange or quoted on the Nasdaq Global Select Market or that will be so traded or quoted when issued or exchanged in connection with such Common Stock Change Make-Whole Fundamental Change.
Public Acquirer Fundamental Change means any event constituting a Non-Stock Fundamental Change in which the acquirer has a class of common stock traded on any U.S. national securities exchange or quoted on The Nasdaq National Market or which will be so traded or quoted when issued or exchanged in connection with such Fundamental Change (the “Public Acquirer Common Stock”). If an acquirer does not itself have a class of common stock satisfying the foregoing requirement, it will be deemed to have Public Acquirer Common Stock if a corporation that directly or indirectly is the Majority Owner of the acquirer has a class of common stock satisfying the foregoing requirement, provided that such corporation fully and unconditionally guarantees the securities; in such case, all references to Public Acquirer Common Stock shall refer to such class of common stock.
Examples of Public Acquirer Fundamental Change in a sentence
In the event the Corporation elects to adjust the Conversion Rate as set forth in Section 9(b)(v), then the Corporation shall not enter into any transaction which would result in a Public Acquirer Fundamental Change unless, as a term of such transaction, the acquirer irrevocably commits itself to implement the provisions of Section 9(b)(v) in respect of such Public Acquirer Fundamental Change.
Upon a Public Acquirer Fundamental Change, shares of Public Acquirer Common Stock shall be subject to the conversion adjustments in Section 10 hereof.
This layer, named the VA Enterprise Technical Architecture (ETA), details rules and standards for use and configuration of VA networks as well as standards for information security and application design.
Upon the Corporation’s decision to adjust the Conversion Rate and related conversion obligation upon a Public Acquirer Fundamental Change, holders may convert their Preferred Stock at the adjusted Conversion Rate described in this Section 8(b)(v) but will not be entitled to the increased Conversion Rate as described in this Section 8.
In the event the Corporation elects to adjust the Conversion Rate as set forth in Section 8(b)(v), then the Corporation shall not enter into any transaction which would result in a Public Acquirer Fundamental Change unless, as a term of such transaction, the acquirer irrevocably commits itself to implement the provisions of Section 8(b)(v).
More Definitions of Public Acquirer Fundamental Change
Public Acquirer Fundamental Change means an acquisition of the Company pursuant to a Fundamental Change in which the acquirer (or any entity that is a direct or indirect wholly owned subsidiary of the acquirer or of which the acquirer is a direct or indirect wholly owned subsidiary) has a class of common stock that is traded on a national securities exchange or that will be so traded when issued or exchanged in connection with the Fundamental Change.
Public Acquirer Fundamental Change means a Common Stock Change Fundamental Change where the acquirer (or any entity that “beneficially owns” (within the meaning of Rule 13d-3 under the Exchange Act) more than 50% of the total outstanding voting power of the voting stock of such acquirer) has a class of common stock (the “Public Acquirer Common Stock”) that is traded or quoted on a U.S. national securities exchange or that will be so traded or quoted when issued or exchanged in connection with such Common Stock Change Fundamental Change.
Public Acquirer Fundamental Change means (i) an acquisition of the Company pursuant to an Acquisition of Voting Control, a Qualifying Asset Sale or a Qualifying Business Combination, provided the acquirer in such Acquisition of Voting Control, Qualifying Asset Sale or Qualifying Business Combination (or any entity that directly or indirectly controls such acquirer) has a class of common stock (“Public Acquirer Common Stock”) that either (A) is traded on a U.S. national securities exchange or quoted on the Nasdaq National Market or (B) will be so traded or quoted when issued or exchanged in connection with such Acquisition of Voting Control, Qualifying Asset Sale or Qualifying Business Combination or (ii) a Redstone Party effecting a Redstone Party Going Private Transaction using Pubic Acquirer Common Stock of a Redstone Party.
Public Acquirer Fundamental Change means any transaction described in clause (ii) or (iii) of the definition of Fundamental Change where the acquirer, or any entity that it is a direct or indirect "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act) of more than 50% of the aggregate ordinary voting power of all shares of such acquirer's Capital Stock that are entitled to vote generally in the election of directors, but in each case other than the Company, has a class of common stock traded on a United States national securities exchange or quoted on the Nasdaq National Market or which will be so traded or quoted when issued or exchanged in connection with such Fundamental Change. Such acquirer's or other entity's class of common stock traded on a United States national securities exchange or quoted on the Nasdaq National Market or which will be so traded or quoted when issued or exchanged in connection with such Fundamental Change is herein referred to as "Acquirer Common Stock."
Public Acquirer Fundamental Change means a Fundamental Change in which the acquirer has a class of common stock, ordinary shares or American Depositary Shares traded on a United States national securities exchange or quoted on The Nasdaq National Market or that shall be so traded or quoted when issued or exchanged in connection with such Fundamental Change (the "Public Acquirer Common Stock"). If an acquirer does not itself have a class of common stock, ordinary shares or American Depositary Shares satisfying the foregoing requirement, it shall be deemed to have Public Acquirer Common Stock if a corporation that directly or indirectly owns at least a majority of the acquirer has a class of common stock, ordinary shares or American Depositary Shares satisfying the foregoing requirement, provided that such corporation has taken all necessary action to ensure that upon conversion of the Perpetual PIERS into such class of common stock, ordinary shares or American Depositary Shares, such class of common stock, ordinary shares or American Depositary Shares will not be treated as "restricted securities," and will otherwise be eligible for immediate sale in the public market by non-affiliates of the Company absent a registration statement, in which case all references to Public Acquirer Common Stock shall refer to such class of common stock, ordinary shares or American Depositary Shares. Majority owned for these purposes means having "beneficial ownership" (as defined in Rule 13d-3 under the Exchange Act) of more than 50% of the total voting power of all shares of the respective entity's capital stock that are entitled to vote generally in the election of directors.
Public Acquirer Fundamental Change means an acquisition of the Company pursuant to an event described in clause (b) of the definition of "Make-Whole Fundamental Change" (as such clause (b) is modified by the last paragraph of such definition), where the acquirer (or any entity that is a direct or indirect wholly owned Subsidiary of the acquirer or of which the acquirer is a direct or indirect wholly owned Subsidiary) has a class of Public Acquirer Common Stock.
Public Acquirer Fundamental Change means any event constituting a Non-Stock Fundamental Change in which the acquirer has a class of common stock traded on any U.S. national securities exchange or quoted on The Nasdaq National Market or which will be so traded or quoted when issued or exchanged in connection with such Fundamental Change (the "PUBLIC ACQUIRER COMMON STOCK"). If an acquirer does not itself have a class of common stock satisfying the foregoing requirement, it will be deemed to have Public Acquirer Common Stock if a corporation that directly or indirectly is the Majority Owner of the acquirer has a class of common stock satisfying the foregoing requirement, in such case, all references to Public Acquirer Common Stock shall refer to such class of common stock.