Fundamental Transaction Definition Example with 68 Variations

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% 40% 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% 40% 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% 40% of the aggregate ordinary voting power represented by issued and outstanding Voting Stock Common Stock; provided, however, that notwithstanding anything to the contrary contained in this Section 16(i), the potential transaction described in the Supplemental Disclosure Document (as defined in the Securities Purchase Agreement) shall not constitute a "Fundamental Transaction" regardless of whether the Company. terms ultimately negotiated by the Company would otherwise constitute a Fundamental Transaction under the terms of this Warrant 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 (within the meaning of 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 50% the 67% 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% the 67% 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% 67% 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 distribute or 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 (iii) any 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 (not including Common Shares (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 (not including Common Shares (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) 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 investment or 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, 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) 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

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" 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

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 (in which the Company or any of its Subsidiaries is not the surviving corporation) another Person, Person or (2) the stockholders of the Company immediately prior to such merger or consolidation do not own, directly or indirectly, at least 50% of the voting power of the surviving Person immediately after such... merger or consolidation, or (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 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), combination) or (5) reorganize, recapitalize or reclassify its 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 more than 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, Person or (2) Persons, or (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 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) (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 (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) (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) Act) 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. 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 (in which the Company or any of its Subsidiaries is not the surviving corporation) another Person, Person or (2) the stockholders of the Company immediately prior to such merger or consolidation do not own, directly or indirectly, at least 50% of the voting power of the surviving Person immediately after such... merger or consolidation, or (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 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), combination) or (5) reorganize, recapitalize or reclassify its 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 more than 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) (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 (in which the Company or any of its Subsidiaries is not the surviving corporation) another Person, Person or (2) the stockholders of the Company immediately prior to such merger or consolidation do not own, directly or indirectly, more than 50% of the voting power of the surviving Person immediately after such... merger or consolidation, or (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 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), combination) or (5) reorganize, recapitalize (B) any person or reclassify its Common Stock, or (ii) any "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 more than 50% of the aggregate ordinary voting power represented by issued and outstanding Voting Stock of the Company. Common Stock. View More