Fundamental Change

Fundamental Change. Any of the following events or circumstances: (i) any representation or warranty of the Corporation (as deemed revised by any changes of which the Corporation notified the Holders before the Closing) set forth in the Purchase Agreement or the other Transaction Documents fails to be true and correct in all material respects as of the date when made or as of the Closing Date as if made on the Closing Date; (ii) the Corporation fails at any time to comply with or perform in all material respects... all of the agreements, obligations and conditions set forth in the Purchase Agreement, this Certificate or the other Transaction Documents that are required to be complied with or performed by the Corporation; (iii) a Change of Control occurs; or (iv) a Liquidation Event occurs or is publicly announced by or with respect to the Corporation. View More

Fundamental Change. Means (a) any consolidation or merger of this corporation or any Subsidiary with or into another entity (other than a merger or consolidation of a Subsidiary into this corporation or a wholly-owned Subsidiary) that has been approved by the Board of Directors where the stockholders of this corporation immediately prior to such transaction do not collectively own at least 51% of the outstanding voting securities of the surviving entity of such consolidation or merger immediately following such... transaction; or (b) the acquisition by a Person or entity or group of Persons or entities acting in concert as a partnership, limited partnership, syndicate or group, as a result of a tender or exchange offer, open market purchases, privately negotiated purchases or otherwise approved or consented to by the Board of Directors, of beneficial ownership of securities of this corporation representing 50% or more of the combined voting power of the outstanding voting securities of this corporation ordinarily (and apart from voting rights accruing in special circumstances) having the right to vote in the election of directors other than any such acquisition that arises from a transfer of outstanding securities of this corporation that have voting power and not through action taken by this corporation or any Subsidiary. View More

Fundamental Change. Any of the following: (i) any merger, consolidation, stock or asset purchase, recapitalization or other business combination transaction (or series of related transactions) as a result of which the shares of capital stock of the Company entitled to vote generally in the election of directors and the Series A Preferred Stock (treated on an as-converted basis) immediately prior to such transaction (or series of related transactions) are converted into and/or continue to represent (on an... as-converted basis in the case of the Series A Preferred Stock), in the aggregate, less than 50% of the total voting power of all shares of capital stock that are entitled to vote generally in the election of directors of the entity surviving or resulting from such transaction (or ultimate parent thereof), (ii) any person or group, together with any Affiliates thereof, has, directly or indirectly, become the Beneficial Owner of more than 50% of the total voting power of all shares of capital stock of the Company that are entitled to vote generally in the election of directors, (iii) the sale, transfer or disposition, including but not limited to any spin-off or in-kind distribution of all or substantially all of the assets, business or securities of the Company (on a consolidated basis) to any person or group (other than the Company or one or more of its wholly-owned subsidiaries), (iv) the dissolution, liquidation or winding up of the Company or (v) the Company (a) other than dividends and splits subject to 5.2(b), effects any reorganization, recapitalization or 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 or (b) effects or consummates, or makes any public announcement or disclosure with respect to, any stock combination, reverse stock split or other similar transaction involving the Common Stock. View More

Fundamental Change. Any of the following events: (a) the sale, lease, exchange, license or other transfer, in one or a series of related transactions, of all or substantially all of the Borrower's or LNG Subsidiary's assets (determined on a consolidated basis) to any Person or group (as such term is used in Section 13(d)(3) of the Exchange Act), other than to Permitted Holders; (b) the adoption of a plan the consummation of which would result in the liquidation or dissolution of the Borrower or LNG Subsidiary; (c)... the acquisition, directly or indirectly, by any Person or group (as such term is used in Section 13(d)(3) of the Exchange Act) other than Permitted Holders of beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of more than 50% of the aggregate voting power of the fully diluted equity interests in the Borrower or LNG Subsidiary; or (d) the Common Stock ceases to be listed on the NYSE or NASDAQ. View More

Fundamental Change. A (i) consummation of a merger or consolidation of the Company with or into another entity, regardless of whether the Company is the surviving entity, (ii) the sale of all or substantially all of the assets of the Company, (iii) a statutory share exchange involving the capital stock of the Company, or (iv) a dissolution or liquidation of the Company.

Fundamental Change. Means any of the following: (i) the sale (or the functional equivalent of a sale) of all or substantially all of the assets of the Corporation; (ii) any consolidation of the Corporation with or merger of the Corporation into any other entity, any merger of another entity into the Corporation, or any other business combination involving the Corporation which results in the holders of the ... Corporation's stock immediately prior to giving effect to such transaction owning shares of capital stock of the surviving corporation in such transaction representing (x) fifty percent (50%) or less of the total voting power of all shares of capital stock of such surviving corporation entitled to vote generally in the election of directors or (y) fifty percent (50%) or less of the total value of all capital stock of such surviving corporation; or (iii) the commencement by the Corporation of a voluntary case under the Federal bankruptcy laws or any other applicable Federal or state bankruptcy, insolvency or similar law, the consent by the Corporation to the entry of an order for relief in an involuntary case under such law or to the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or other similar official) of the Corporation or of any substantial part of its property; or any assignment by the Corporation for the benefit of its creditors; any admission by the Corporation in writing of its inability to pay its debts generally as they become due. View More

Fundamental Change. (i) the Company merges, consolidates or reconstitutes or exchanges shares with or into any other entity either in a situation in which (A) the Company is not the surviving entity, or (B) the Company's stockholders as of the date of the adoption of this Plan shall collectively no longer own at least 35% of the outstanding equity securities of the Company, (ii) the Company sells, leases or exchanges or agrees to sell, lease or exchange all or... substantially all of its assets to any other Person, or (iii) the Company is to be dissolved and liquidated, or (iii) the Company redeems all of the Class B Common Stock. View More

Fundamental Change. 6(a)

Fundamental Change. Means the existence or occurrence of any of the following: (a) the sale, conveyance or disposition of all or substantially all of the assets of the Corporation; (b) the effectuation of a transaction or series of transactions in which more than fifty percent (50%) of the voting power of the Corporation is disposed of, other than dispositions of Common Stock by Ener1 Group, Inc. through open market transactions or sales pursuant to Rule 144, as long as (i) the purchaser of such stock has not been... solicited, directly or indirectly, in connection with such transaction and (ii) no such purchaser is, immediately following such transaction or series of transactions, the beneficial owner of greater than five percent (5%) of the Common Stock; (c) the consolidation, merger or other business combination of the Corporation with or into any other entity, immediately following which the prior stockholders of the Corporation fail to own, directly or indirectly, at least fifty percent (50%) of the surviving entity; (d) a transaction or series of transactions in which any Person or group acquires more than fifty percent (50%) of the voting equity of the Corporation (other than Ener1 Group, Inc. or a wholly-owned Subsidiary of the Corporation); (e) a transaction or series of transactions in which any Person (other than the Corporation or a wholly-owned Subsidiary of the Corporation) or group acquires any capital stock of the Mortgagor; and (f) Continuing Directors do not at any time constitute at least a majority of the Board of Directors of the Corporation; provided that a Fundamental Change shall not be deemed to have occurred if at least ninety percent (90%) of the consideration (excluding cash payments for fractional shares) in the transaction or transactions constituting the Fundamental Change consists of (and the capital stock into which the Debentures would be convertible consists of) shares of capital stock that are, or upon issuance will be, listed on the New York Stock Exchange or approved for trading on the Nasdaq National Market System. 3 View More

Fundamental Change. Has the meaning specified in subparagraph 7.01.