Fundamental Transaction

Fundamental Transaction. That (i) the Company or any of its direct and/or indirect subsidiaries that generate material revenues or hold material assets necessary for the Company to operate its business, shall directly or indirectly (1) consolidate or merge with or into any other entity other than a direct and/or indirect subsidiary of the Company, or (2) sell, lease, license, other than for purposes of granting a security interest assign, transfer, convey or otherwise dispose of all or substantially all of the... Company's and its subsidiaries collective properties or assets to any other person or entity, other than a direct and/or indirect subsidiary of the Company, (3) a non-affiliated third party purchases and/or acquires through a tender or exchange offer 50% or more of the outstanding shares of the Company's voting stock and/or (4) consummates a stock acquisition or other business combination with any other entity whereby such entity acquires more than 50% of the outstanding shares of the Company's voting stock and a majority of the Company's Board of Directors at the time of such transaction are no longer directors of the Company or its Successor Entity following such acquisition and/or business combination; provided, however, that notwithstanding anything to the contrary provided herein or elsewhere this clause (i) shall not apply to (1) any reorganization, recapitalization or reclassification of the Common Stock in which holders of the Company's voting power immediately prior to such reorganization, recapitalization or reclassification continue after such reorganization, recapitalization or reclassification to hold publicly traded securities on an Eligible Market and, directly or indirectly, the voting power of the surviving entity or entities necessary to elect a majority of the members of the board of directors (or their equivalent if other than a corporation) of such entity or entities, or (2) a migratory merger effected solely for the purpose of changing the jurisdiction of incorporation of the Company, or (ii) any "person" or "group" (as these terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act and the rules and regulations promulgated thereunder) 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 the Company's issued and outstanding voting stock and a majority of the Company's Board of Directors at the time of such acquisition are no longer directors of the Company following such acquisition; provided , however , that this clause (ii) shall not apply with respect to any person or group (and/or any affiliate of any such persons) who (1) is the beneficial owner, directly or indirectly, of at least 50% of the aggregate voting power represented by the Company's issued and outstanding voting stock as of the Initial Issuance Date, or (2) who receives securities from the Company in connection with or to finance acquisitions by us of any business and/or assets of a third party, or (3) purchased the Company's securities, provided that the Company remains publicly traded on an Eligible Market View More

Fundamental Transaction. Any of the following: (a) a sale, lease, exclusive license or other conveyance of all or substantially all of the assets of the Company or (b) any transaction or series of related transactions (including, without limitation, any reorganization, share exchange, consolidation or merger of the Company with or into any other entity but excluding any sale of capital stock by the Company for capital raising purposes) (i) in which the holders of the Company's outstanding capital stock immediately... before the first such transaction do not, immediately after any other such transaction, retain stock or other equity interests representing at least 50% of the voting power of the surviving entity of such transaction or (ii) in which at least 50% of the Company's outstanding capital stock (calculated on an as-converted to Common Stock basis) is transferred. View More

Fundamental Transaction. 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 other than any consolidation or merger involving only other Persons that are at least 50%-owned by the Company before such transaction, ii sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company or any of its significant subsidiaries as... defined in Rule 1-02 of Regulation S-X to one or more other Persons other than any such transaction involving only other Persons that are at least 50%-owned by the Company before such transaction, iii allow another Person or Persons to make a purchase, tender or exchange offer that is accepted by the holders of at least 50% of the outstanding shares of Common Stock not including any shares of Common Stock held by the Person making or party to, or Affiliated with a Person 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 one or more other Persons in which transaction all such other Persons, individually or in the aggregate, acquire more than 50% of the outstanding shares of Common Stock View More

Fundamental Transaction. Has the meaning assigned to it in the Pre-Funded Warrant.

Fundamental Transaction. Shall have the meaning set forth in Section E.7(b) of this Article FOURTH.