Fundamental Change

Fundamental Change. Shall be deemed to occur upon the earliest to occur (i) a Change in Control, (ii) a Termination of Trading and (iii) the termination of the White Label Services Agreement between Issuer and Holder (the "Services Agreement") that is initiated by Holder pursuant to either Section 8.2(b) or Section 8.2(d) of the Services Agreement.

Fundamental Change. (a) any sale or transfer of more than 50% of the assets of the Company and its Subsidiaries, if any, on a consolidated basis (measured either by book value in accordance with generally accepted accounting principles consistently applied or by fair market value determined in the reasonable good faith judgment of the Company's Board of Directors) in any transaction or series of transactions (other than sales in the ordinary course of business), (b) any sale, transfer or issuance or series of... sales, transfers and/or issuances of shares of the Company's capital stock by the Company, other than the issuances contemplated by the BRS Investment (as defined in the Purchase Agreement), or any holders thereof which results in any person or group of persons (as the term "group" is used under the Securities Exchange Act of 1934), other than the holders of voting securities as of the date hereof, owning capital stock of the Company possessing the voting power (under ordinary circumstances) to elect a majority of the Company's Board of Directors, and (c) any merger or consolidation to which the Company is a party, except for a merger in which the Company is the surviving corporation, the terms of the Notes are not changed and the Notes are not exchanged for cash, securities or other property, and after giving effect to such merger, the holders of the Company's outstanding capital stock possessing the voting power (under ordinary circumstances) to elect a majority of the Company's Board of Directors immediately prior to the merger shall continue to own the Company's outstanding capital stock possessing the voting power (under ordinary circumstances) to elect a majority of the Company's Board of Directors. View More