Fundamental Transaction Definition Example with 146 Variations

Fundamental Transaction. Means that the Company shall, directly or indirectly, occurrence, in one or more related transactions, of any of the following events: (i) consolidate the Company, directly or merge indirectly, consolidates or merges with or into (whether or not the Company is the surviving corporation) another Person, Person and as a result of such transaction either (A) the stockholders of the Company immediately before the transaction hold (collectively) less than 50% of the aggregate voting power of the... Company immediately following the transaction or (B) the Common Stock is converted into or exchanged for securities, cash or other property, or (ii) sell, assign, transfer, convey the Company, directly or indirectly, sells, assigns, transfers, conveys or otherwise dispose disposes of all or substantially all of the properties or assets of the Company to another Person, or (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 Common Stock (not including any shares of Common Stock 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 (iv) consummate a stock 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 outst anding shares of Common Stock (not including any shares of Common Stock 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 purchase agreement or other business combination), or (v) reorganize, recapitalize or reclassify its Common Stock, or (vi) any "person" or "group" (as these terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act) is or shall become the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 50% of the aggregate ordinary voting power represented by issued and outstanding Common Stock. Stock, or (iv) the Company reorganizes, recapitalizes or reclassifies its Common Stock View More

Fundamental Transaction. Means that the Company shall, directly or indirectly, in one or more related transactions, (i) consolidate or merge with or into (whether or not the Company is the surviving corporation) another Person, or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company to another Person, or (iii) allow another Person to make a purchase, tender or exchange offer that is accepted by the such number of holders of outstanding shares of... Common Stock resulting in such Person (together with any affiliates of such Person) holding more than the 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the Person or Persons making or party to, or associated or affiliated with the Persons making or party to, Company following such purchase, tender or exchange offer), offer, or (iv) consummate a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby resulting in such other Person acquires (together with any affiliates of such person) holding more than the 50% of the outst anding shares of outstanding Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, Company following such stock purchase agreement or other business combination), combination, or (v) reorganize, recapitalize or reclassify its Common Stock, or (vi) any "person" or "group" (as these terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act) is or shall become the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 50% of the aggregate ordinary voting power represented by issued and outstanding Common Stock. View More

Fundamental Transaction. Means means that the Company shall, directly or indirectly, in one or more related transactions, (i) consolidate or merge with or into (whether or not the Company is the surviving corporation) another Person, or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company to another Person, or (iii) allow enter into an agreement with another Person pursuant to which such Person agrees to make a purchase, tender or exchange offer... that is accepted by the holders of more than the 50% of the outstanding shares of Common Stock (not including any shares of Common Stock 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), Stock, or (iv) consummate a stock 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 outst anding outstanding shares of Common Stock (not including any shares of Common Stock 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 purchase agreement or other business combination), or (v) reorganize, recapitalize recapitalize, or reclassify its Common Stock, Stock or (vi) any "person" or "group" (as these terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act) is or shall become the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 50% of the aggregate ordinary voting power represented by issued and outstanding Common Stock. View More

Fundamental Transaction. Means means that the Company shall, directly or indirectly, in one or more related transactions, (i) consolidate or merge with or into (whether or not the Company is the surviving corporation) another Person, or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company to another Person, or (iii) allow another Person to make a purchase, tender or exchange offer that is accepted by the such number of holders of more than the... 50% of the outstanding shares of Common Stock (not including resulting in such Person (together with any shares affiliates of such Person) holding more than 50% of the outstanding Common Stock held by of the Person or Persons making or party to, or associated or affiliated with the Persons making or party to, Company following such purchase, tender or exchange offer), offer, or (iv) consummate a stock purchase 12 agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby resulting in such other Person acquires (together with any affiliates of such Person) holding more than the 50% of the outst anding shares of outstanding Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, Company following such stock purchase agreement or other business combination), combination or (v) reorganize, recapitalize or reclassify its Common Stock, or (vi) any "person" or "group" (as these terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act) is or shall become the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 50% of the aggregate ordinary voting power represented by issued and outstanding Common Stock. View More

Fundamental Transaction. Means means that the Company shall, directly or indirectly, in one or more related transactions, (i) consolidate or merge with or into (whether or not another Person (unless the Company is the surviving corporation) another Person, corporation and the shareholders of the Company prior to such merger or consolidation continue to hold immediately thereafter a majority of the aggregate ordinary voting power represented by the issued and outstanding Common Stock), or (ii) sell, assign, transfer,... convey or otherwise dispose of all or substantially all of the properties or assets of the Company to another Person, or (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 Common Stock (not including any shares of Common Stock 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 (iv) consummate a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off spin-oft or scheme of arrangement) with another Person whereby such other Person acquires more than the 50% of the outst anding outstanding shares of Common Stock (not including any shares of Common Stock 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 purchase agreement or other business combination), or (v) reorganize, recapitalize or reclassify its Common Stock, or (vi) any "person" or "group" (as these terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act) is or shall become the "beneficial owner" (as defined in Rule 13d-3 under the - 15 - Exchange Act), directly or indirectly, of 50% of the aggregate ordinary voting power represented by issued and outstanding Common Stock. View More

Fundamental Transaction. Means means that the Company shall, directly or indirectly, in one or more related transactions, (i) consolidate or merge with or into (whether or not another Person (unless the Company is the surviving corporation) another Person, corporation and the shareholders of the Company prior to such merger or consolidation continue to hold immediately thereafter a majority of the aggregate ordinary voting power represented by the issued and outstanding Common Stock), or (ii) sell, assign, transfer,... convey or otherwise dispose of all or substantially all of the properties or assets of the Company to another Person, or (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 Common Stock (not including any shares of Common Stock 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 (iv) consummate a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off spin-oft or scheme of arrangement) with another Person whereby such other Person acquires more than the 50% of the outst anding outstanding shares of Common Stock (not including any shares of Common Stock 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 purchase agreement or other business combination), or (v) reorganize, recapitalize or reclassify its Common Stock, or (vi) any "person" or "group" (as these terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act) is or shall become the "beneficial owner" (as defined in Rule 13d-3 under the - 15 - Exchange Act), directly or indirectly, of 50% of the aggregate ordinary voting power represented by issued and outstanding Common Stock. View More

Fundamental Transaction. Means that the Company shall, directly or indirectly, in one or more related transactions, (i) consolidate or merge with or into (whether or not another Person (unless the Company is the surviving corporation) another Person, corporation and the shareholders of the Company prior to such merger or consolidation continue to hold immediately thereafter a majority of the aggregate ordinary voting power represented by the issued and outstanding Common Stock), or (ii) sell, assign, transfer, convey... or otherwise dispose of all or substantially all of the properties or assets of the Company to another Person, or (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 Common Stock (not including any shares of Common Stock 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 (iv) consummate a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off spin-oft or scheme of arrangement) with another Person whereby such other Person acquires more than the 50% of the outst anding outstanding shares of Common Stock (not including any shares of Common Stock 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 purchase agreement or other business combination), or (v) reorganize, recapitalize or reclassify its Common Stock, or (vi) any - 15 - "person" or "group" (as these terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act) is or shall become the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 50% of the aggregate ordinary voting power represented by issued and outstanding 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, (i) (1) consolidate or merge with or into (whether or not the Company or any of its Subsidiaries is the surviving corporation) another any other Person, or (ii) (2) sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially all of the its respective properties or assets of the Company to another any other Person, or (iii) (3) allow another any other 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 Common Voting Stock of the Company (not including any shares of Common 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 (iv) (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 the 50% of the outst anding outstanding shares of Common Voting Stock of the Company (not including any shares of Common 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 (v) (5) reorganize, recapitalize or reclassify its the Common Stock, or (vi) (ii) any "person" or "group" (as these terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act) 1934 Act and the rules and regulations promulgated thereunder) is or shall become the "beneficial owner" (as defined in Rule 13d-3 under the Exchange 1934 Act), directly or indirectly, of 50% of the aggregate ordinary voting power represented by issued and outstanding Common Stock. 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, (i) (1) consolidate or merge with or into (whether or not the Company or any of its Subsidiaries is the surviving corporation) another any other Person, or (ii) (2) sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially all of the its respective properties or assets of the Company to another any other Person, or (iii) (3) allow ... class="diff-color-red">another any other 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 Common Voting Stock of the Company (not including any shares of Common 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 (iv) (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 the 50% of the outst anding outstanding shares of Common Voting Stock of the Company (not including any shares of Common 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 (v) (5) reorganize, recapitalize or reclassify its the Common Stock, or (vi) (ii) any "person" or "group" (as these terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act) 1934 Act and the rules and regulations promulgated thereunder) is or shall become the "beneficial owner" (as defined in Rule 13d-3 under the Exchange 1934 Act), directly or indirectly, of 50% of the aggregate ordinary voting power represented by issued and outstanding Common Stock. Voting Stock of the Company. 20 View More

Found in American Standard Energy Corp. contract

Fundamental Transaction. Means means that the Company shall, directly or indirectly, in one or more related transactions, (i) consolidate or merge with or into (whether or not the Company is the surviving corporation) another Person, or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company to another Person, or (iii) allow be subject to an offer from another Person or group of related Persons (as defined in Sections 13(d) and 14(d) of the... Exchange Act) to make a purchase, tender or exchange offer that is accepted by the holders of more than the 50% of the outstanding shares of Common Voting Stock (as defined below) (not including any shares of Common Voting Stock 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 (iv) consummate a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person or group of related Persons (as defined in Sections 13(d) and 14(d) of the Exchange Act) whereby such other Person or group acquires more than the 50% of the outst anding outstanding shares of Common Voting Stock (not including any shares of Common Voting Stock 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 purchase agreement or other business combination), or (v) reorganize, recapitalize or reclassify its Common Stock, or (vi) any "person" or "group" (as these terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act) is or shall become the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 50% of the aggregate ordinary voting power represented by issued and outstanding Common Stock. View More