Adjustments in Rights Clause Samples
The "Adjustments in Rights" clause defines how the rights of parties, typically shareholders or stakeholders, may be modified in response to certain events or changes. This clause often applies in situations such as stock splits, mergers, acquisitions, or the issuance of additional shares, ensuring that the relative rights and interests of parties are maintained or equitably adjusted. Its core function is to protect parties from unintended dilution or unfair changes in their rights, thereby maintaining fairness and predictability in the face of corporate actions or structural changes.
Adjustments in Rights. After There is an Acquiring Person; Exchange of Rights for Shares; Business Combinations...........................18 SECTION 12.
Adjustments in Rights. After There Is an Acquiring Person; Exchange of Rights for Shares; Business Combinations 15 Section 12. Certain Adjustments 19 Section 13. Certificate of Adjustment 20 Section 14. Additional Covenants 21 Section 15. Fractional Rights and Fractional Shares 21 Section 16. Rights of Action 22 Section 17. Transfer and Ownership of Rights and Right Certificates 23 Section 18. Right Certificate Holder Not Deemed a Stockholder 23 Section 19. Concerning the Rights Agent 23 Section 20. Merger or Consolidation or Change of Rights Agent 24 Section 21. Duties of Rights Agent 24 Section 22. Change of Rights Agent 26 Section 23. Issuance of Additional Rights and Right Certificates 27 Section 24. Redemption and Termination 27 Section 25. Notices 28 Section 26. Supplements and Amendments 29 Section 27. Successors 29
Adjustments in Rights. After There Is an Acquiring Person; Exchange of Rights for Shares; Business Combinations 17 SECTION 12. Certain Adjustments 21 SECTION 13. Certificate of Adjustment 22 SECTION 14. Additional Covenants 23 SECTION 15. Fractional Shares 23 SECTION 16. Rights of Action 23 SECTION 17. Transfer and Ownership of Rights and Right Certificates 24 SECTION 18. Right Certificate Holder Not Deemed a Stockholder 24 SECTION 19. Concerning the Rights Agent 25 SECTION 20. Merger or Consolidation or Change of Rights Agent 25 SECTION 21. Duties of Rights Agent 26 SECTION 22. Change of Rights Agent 28 SECTION 23. Issuance of Additional Rights and Right Certificates 29 SECTION 24. Redemption and Termination 30 SECTION 25. Notices 30 SECTION 26. Supplements and Amendments 31 SECTION 27. Successors 32 SECTION 28. Benefits of Rights Agreement; Determinations and Actions by the Board of Directors, etc. 32 SECTION 29. Severability 33 SECTION 30. Governing Law 33 SECTION 31. Counterparts; Effectiveness 33 SECTION 32. Descriptive Headings 33 Exhibit A Form of Right Certificate This RIGHTS AGREEMENT, dated as of September 28, 1995, is made between BAILEY CORPORATION, a Delaware corporation (the "Company"), and S▇▇▇▇ ▇TREET BANK AND TRUST COMPANY, a Massachusetts trust company, as Rights Agent (the "Rights Agent"). The Board of Directors of the Company has authorized and declared a distribution of one Right (as hereinafter defined) for each share of Common Stock, par value $.10 per share, of the Company (the "Common Stock") outstanding at the Close of Business (as hereinafter defined) on September 28, 1995 (the "Record Date"), and has authorized the issuance of one Right (as such number may hereafter be adjusted pursuant to the provisions of this Rights Agreement) with respect to each share of Common Stock that shall become outstanding between the Record Date and the earliest of the Distribution Date, the Redemption Date or the Expiration Date (as such terms are hereinafter defined); provided, however, that Rights may be issued with respect to shares of Common Stock that shall become outstanding after the Distribution Date and prior to the earlier of the Redemption Date or the Expiration Date in accordance with the provisions of Section 23. Each Right shall initially represent the right to purchase one share of Common Stock. Accordingly, in consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows:
Adjustments in Rights. AFTER THERE IS AN ACQUIRING PERSON; EXCHANGE OF RIGHTS FOR SHARES; BUSINESS COMBINATIONS 19 SECTION 12. CERTAIN ADJUSTMENTS 25 SECTION 13. CERTIFICATE OF ADJUSTMENT 26 SECTION 14. ADDITIONAL COVENANTS 26 SECTION 15. FRACTIONAL RIGHTS AND FRACTIONAL SHARES 27 SECTION 16. RIGHTS OF ACTION 28 SECTION 17. TRANSFER AND OWNERSHIP OF RIGHTS AND RIGHT CERTIFICATES 28 SECTION 18. RIGHT CERTIFICATE HOLDER NOT DEEMED A STOCKHOLDER 29 SECTION 19. CONCERNING THE RIGHTS AGENT 29 SECTION 20. MERGER OR CONSOLIDATION OR CHANGE OF NAME OF RIGHTS AGENT 30 SECTION 21. DUTIES OF RIGHTS AGENT 30 SECTION 22. CHANGE OF RIGHTS AGENT 34 SECTION 23. ISSUANCE OF ADDITIONAL RIGHTS AND RIGHT CERTIFICATES 35 SECTION 24. REDEMPTION AND TERMINATION 35 SECTION 25. NOTICES 36 SECTION 26. SUPPLEMENTS AND AMENDMENTS 37 SECTION 27. SUCCESSORS 37
Adjustments in Rights. (a) The existence of this letter agreement and the Right shall not affect or restrict in any way the right or power of the Board of Directors or the stockholders of the Company to make or authorize any reorganization or other change in its capital or business structure, any merger or consolidation of the Company, any issue of bonds, debentures, preferred or prior preference stock ahead of or affecting the Shares or the rights thereof, the dissolution or liquidation of the Company or any sale or transfer of all or any part of its assets or business.
(b) In the event of any change in or affecting the Shares by reason of a stock dividend or split, merger or consolidation (whether or not the Company is the surviving corporation), recapitalization, spin-off, reorganization, combination or exchange of shares or other similar corporate changes or an extraordinary dividend in cash, securities or other property, the Board of Directors shall make such amendments to the Plan, this letter agreement and the Right and make such adjustments and take actions thereunder as it deems appropriate, in its sole discretion, under the circumstances. Such amendments, adjustments and actions may include, but are not limited to, (i) changes in the number and kind of Shares subject to the Contemporaneous Option and (ii) changes in the option price per Share. The determination by the Board as to the terms of any of the foregoing adjustments shall be conclusive and binding.