Fundamental Transaction Definition Example with 68 Variations
This page contains an example definition of Fundamental Transaction, followed by definitions with minor variations. You can view the differences between the example and variations by selecting the "Show Differences" option.
Fundamental Transaction. Means that (i) the Company or any of its Subsidiaries shall, directly or indirectly, in one or more related transactions, (1) consolidate or merge with or into (whether or not the Company or any of its Subsidiaries is the surviving corporation) another Person, or (2) sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company or any of its Subsidiaries to another Person, or (3) allow another Person to make a... purchase, tender or exchange offer that is accepted by the holders of more than 50% of the outstanding shares of Voting Stock of the Company (not including any shares of Voting Stock of the Company 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 Voting Stock of the Company (not including any shares of Voting Stock of the Company 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 1934 Act and the rules and regulations promulgated thereunder) is or shall become the "beneficial owner" (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of 50% of the aggregate ordinary voting power represented by issued and outstanding Voting Stock of the Company.View More
Fundamental Transaction. Means means that (i) the Company or any of its Subsidiaries shall, directly or indirectly, in one or more related transactions, (1) (i) consolidate or merge with or into (whether or not the Company or any of its Subsidiaries is the surviving corporation) another Person, Person (but excluding a migratory merger effected solely for the purpose of changing the jurisdiction of incorporation of the Company), or (2) (ii) sell, lease, license, assign, transfer, convey or otherwise dispose of all or... substantially all of the properties or assets of the Company or any of its Subsidiaries to another Person, or (3) (iii) allow another Person to make a purchase, tender or exchange offer that is accepted by the holders of more than the 50% of the outstanding shares of Voting Common Stock of the Company (not including any shares of Voting Common Stock of the Company 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) (iv) 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 the 50% of the outstanding shares of Voting Common Stock of the Company (not including any shares of Voting Common Stock of the Company 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) (v) reorganize, recapitalize or reclassify its Common Stock, or (ii) (vi) any "person" or "group" (as these terms are used for purposes of Sections 13(d) and 14(d) of the 1934 Act and the rules and regulations promulgated thereunder) Exchange Act) is or shall become the "beneficial owner" (as defined in Rule 13d-3 under the 1934 Exchange Act), directly or indirectly, of 50% of the aggregate ordinary voting power represented by issued and outstanding Voting Stock of the Company. Common Stock. View More
Fundamental Transaction. Means means that (i) the Company or any of its Subsidiaries shall, directly or indirectly, in one or more related transactions, (1) consolidate or merge with or into (whether or not the Company or any of its Subsidiaries is the surviving corporation) another Person, any other Person unless the shareholders of the Company immediately prior to such consolidation or merger continue to hold more than 50% of the outstanding shares of Voting Stock after such consolidation or merger, or (2) sell,... lease, license, assign, transfer, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company or to any of its Subsidiaries to another other Person, or (3) allow another any other Person to make a purchase, tender or exchange offer that is accepted by the holders of more than 50% of the outstanding shares of Voting Stock of the Company (not including any shares of Voting Stock of the Company 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 any other Person whereby such other Person acquires more than 50% of the outstanding shares of Voting Stock of the Company (not including any shares of Voting Stock of the Company 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 1934 Act and the rules and regulations promulgated thereunder) is or shall become the "beneficial owner" (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of 50% of the aggregate ordinary voting power represented by issued and outstanding Voting Stock of the Company. View More
Fundamental Transaction. Means that (i) the Company or any of its Subsidiaries shall, directly or indirectly, in one or more related transactions, (1) (i) consolidate or merge with or into (whether or not the Company or any of its Subsidiaries is the surviving corporation) another Person, or (2) (ii) sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company or any of its Subsidiaries to another Person, or (3) (iii) allow another Person to... make a purchase, tender or exchange offer that is accepted by the holders of more than the 50% of the outstanding shares of Voting Common Stock of the Company (not including any shares of Voting Common Stock of the Company 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) (iv) 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 the 50% of the outstanding shares of Voting Common Stock of the Company (not including any shares of Voting Common Stock of the Company 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) (v) reorganize, recapitalize or reclassify its Common Stock, or (ii) (vi) any "person" or "group" (as these terms are used for purposes of Sections 13(d) and 14(d) of the 1934 Act and the rules and regulations promulgated thereunder) Exchange Act) is or shall become the "beneficial owner" (as defined in Rule 13d-3 under the 1934 Exchange Act), directly or indirectly, of 50% of the aggregate ordinary voting power represented by issued and outstanding Voting Common Stock of the Company.View More
Fundamental Transaction. Means that (i) the Company or any of its Subsidiaries shall, directly or indirectly, in one or more related transactions, (1) (i) consolidate or merge with or into (whether or not the Company or any of its Subsidiaries is the surviving corporation) another Person, or (2) (ii) sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company or any of its Subsidiaries to another Person, or (3) (iii) allow another Person to... make a purchase, tender or exchange offer that is accepted by the holders of more than the 50% of the outstanding shares of Voting Common Stock of the Company (not including any shares of Voting Common Stock of the Company held by the Person or Persons making or party to, or associated or affiliated with w ith the Persons making or party to, such purchase, tender or exchange offer), or (4) (iv) 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 the 50% of the outstanding shares of Voting Common Stock of the Company (not including any shares of Voting Common Stock of the Company 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) (v) reorganize, recapitalize or reclassify its Common Stock, or (ii) (vi) any "person" or "group" (as these terms are used for purposes of Sections 13(d) and 14(d) of the 1934 Act and the rules and regulations promulgated thereunder) Exchange Act) is or shall become the "beneficial owner" (as defined in Rule 13d-3 under the 1934 Exchange Act), directly or indirectly, of 50% of the aggregate ordinary voting power represented by issued and outstanding Voting outstandi ng Common Stock of the Company.View More
Fundamental Transaction. Means that (i) the Company or any of its Subsidiaries shall, directly or indirectly, in one or more related transactions, (1) (i) consolidate or merge with or into (whether or not the Company or any of its Subsidiaries is the surviving corporation) another Person, or (2) (ii) sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company or any of its Subsidiaries to another Person, or (3) (iii) allow another Person to... make a purchase, tender or exchange offer that is accepted by the holders of more than the 50% of the outstanding shares of Voting Common Stock of the Company (not including any shares of Voting Common Stock of the Company 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) (iv) 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 the 50% of the outstanding shares of Voting Common Stock of the Company (not including any shares of Voting Common Stock of the Company 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) (v) reorganize, recapitalize or reclassify its Common Stock, or (ii) (vi) any "person" or "group" (as these terms are used for purposes of Sections 13(d) and 14(d) of the 1934 Act and the rules and regulations promulgated thereunder) Exchange Act) is or shall become the "beneficial owner" (as defined in Rule 13d-3 under the 1934 Exchange Act), directly or indirectly, of 50% of the aggregate ordinary voting power represented by issued and outstanding Voting Stock of the Company. Common Stock. View More
Fundamental Transaction. Means that (i) the Company or any of its Subsidiaries shall, directly or indirectly, in one or more related transactions, (1) (i) consolidate or merge with or into (whether or not the Company or any of its Subsidiaries is the surviving corporation) another Person, or (2) (ii) sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company or any of its Subsidiaries to another Person, or (3) (iii) allow another Person to... make a purchase, tender or exchange offer that is accepted by the holders of more than the 50% of the outstanding shares of Voting Common Stock of the Company (not including any shares of Voting Common Stock of the Company 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), offer) or (4) (iv) 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 the 50% of the outstanding shares of Voting Common Stock of the Company (not including any shares of Voting Common Stock of the Company 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) (iv) 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 1934 Act and the rules and regulations promulgated thereunder) is or shall become the "beneficial owner" (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of 50% of the aggregate ordinary voting power represented by issued and outstanding Voting Stock of the Company.View More
Fundamental Transaction. Means that (i) (A) the Company or any of its Subsidiaries shall, directly or indirectly, in one or more related transactions, (1) (i) consolidate or merge with or into (whether or not the Company or any of its Subsidiaries is the surviving corporation) another Person, or (2) (ii) sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company or any of its Subsidiaries to another Person, or (3) (iii) allow another Person... to make a purchase, tender or exchange offer that is accepted by the holders of more than the 50% of the outstanding shares of Voting Common Stock of the Company (not including any shares of Voting Common Stock of the Company 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) (iv) 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 Voting Common Stock of the Company (not including any shares of Voting Common Stock of the Company 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) (v) reorganize, recapitalize or reclassify its the Common Stock, or (ii) (B) any "person" or "group" (as these terms are used for purposes of Sections 13(d) and 14(d) of the 1934 Act and the rules and regulations promulgated thereunder) Exchange Act) is or shall become the "beneficial owner" (as defined in Rule 13d-3 under the 1934 Exchange Act), directly or indirectly, of 50% of the aggregate ordinary voting power represented by issued and outstanding Voting Stock of the Company. Common Stock. View More
Fundamental Transaction. Means that (i) the Company or any of its Subsidiaries shall, shall directly or indirectly, in one or more related transactions, (1) (i) consolidate or merge with or into (whether or not the Company or any of its Subsidiaries is the surviving corporation) another Person, or (2) (ii) sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company or any of its Subsidiaries to another Person, or (3) (iii) allow another... Person to make a purchase, tender or exchange offer that is accepted by the holders of more than the 50% of the outstanding shares of Voting Stock of the Company Common Shares (not including any shares of Voting Stock of the Company Common Shares 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) (iv) 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 the 50% of the outstanding shares of Voting Stock of the Company Common Shares (not including any shares of Voting Stock of the Company Common Shares 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) (v) reorganize, recapitalize or reclassify its Common Stock, Shares, or (ii) (vi) any "person" or "group" (as these terms are used for purposes of Sections 13(d) and 14(d) of the 1934 Act and the rules and regulations promulgated thereunder) is or shall Exchange Act), become the "beneficial owner" (as defined in Rule 13d-3 under the 1934 Exchange Act), directly or indirectly, of 50% of the aggregate ordinary voting power represented by issued and outstanding Voting Stock of the Company. Common Shares. View More
Fundamental Transaction. Means that (i) the Company or any of its Subsidiaries shall, shall directly or indirectly, in one or more related transactions, (1) (i) consolidate or merge with or into (whether or not the Company or any of its Subsidiaries is the surviving corporation) another Person, or (2) (ii) sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company or any of its Subsidiaries to another Person, or (3) (iii) allow another... Person to make a purchase, tender or exchange offer that is accepted by the holders of more than the 50% of the outstanding shares of Voting Common Stock of the Company (not including any shares of Voting Common Stock of the Company 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) (iv) 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 the 50% of the outstanding shares of Voting Common Stock of the Company (not including any shares of Voting Common Stock of the Company 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) (v) reorganize, recapitalize or reclassify its Common Stock, or (ii) (vi) any "person" person or "group" group (as these terms are used for purposes of Sections 13(d) and 14(d) of the 1934 Act and the rules and regulations promulgated thereunder) is or shall Exchange Act), become the "beneficial owner" beneficial owner (as defined in Rule 13d-3 under the 1934 Exchange Act), directly or indirectly, of 50% of the aggregate ordinary voting power represented by issued and outstanding Voting Stock of the Company. Common Stock. View More
Fundamental Transaction. Means that (i) the Company or any of its Subsidiaries shall, directly or indirectly, in one or more related transactions, (1) (i) consolidate or merge with or into (whether or not the Company or any of its Subsidiaries is the surviving corporation) another Person, or (2) (ii) sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company or any of its Subsidiaries to another Person, or (3) (iii) allow another Person to... make a purchase, tender or exchange offer that is accepted by the holders of more than 50% of either the outstanding shares of Voting Common Stock of the Company (not including any shares of Voting Common Stock of the Company 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) (iv) 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 Voting Common Stock of the Company (not including any shares of Voting Common Stock of the Company 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) (v) reorganize, recapitalize or reclassify its Common Stock, Stock or (ii) (vi) any "person" 'person' or "group" 'group' (as these terms are used for purposes of Sections 13(d) and 14(d) of the 1934 Act and the rules and regulations promulgated thereunder) Exchange Act) is or shall become the "beneficial owner" 'beneficial owner' (as defined in Rule 13d-3 under the 1934 Exchange Act), directly or indirectly, of 50% of the aggregate ordinary voting power represented by issued and outstanding Voting Stock of the Company. Common Stock. View More
