Adoption of Stockholder Rights Plan Sample Clauses

Adoption of Stockholder Rights Plan. DPUI agrees that for so long as members of the Alleghany Group beneficially own, in the aggregate, ten percent (10%) or more of the then outstanding shares of Common Stock, DPUI shall not adopt or implement any stockholder rights plan or similar takeover defense measure without Alleghany's prior written consent.
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Adoption of Stockholder Rights Plan. During the Prohibition Period, Xxxxxx shall (other than as may be required to comply with the fiduciary duties of the Xxxxxx Board of Directors under Applicable Law (the "Fiduciary Limitation")): (A) if requested by GM, adopt and maintain during the Prohibition Period a stockholder rights plan with flip-in and flip-over provisions providing for the dilution of economic and voting rights of certain acquiring persons with respect to Xxxxxx, which stockholder rights plan shall contain customary terms and be in customary form for plans of this type (including a 10% trigger for the definition of an "acquiring person") and shall contain such other terms and provisions as may be reasonably requested by GM in order to preserve the Tax-Free Status of the Split-Off, (B) amend any existing stockholder rights plan to the extent reasonably requested by GM in order to preserve the Tax-Free Status of the Split-Off; provided, however, that any such amendment shall require the consent of Xxxxxx (which shall not be unreasonably withheld or delayed with respect to clause (x) below) if it is inconsistent with (x) the requirement in clause (A) that terms of the rights plan are "customary" or (y) any other specific requirements referred to in clause (A) above (which for this purpose shall mean the flip-in provision, the flip-over provision and the 10% trigger) and (C) not redeem any of the stockholder rights described in any such plan during the Prohibition Period; provided, however, that any such stockholder rights plan shall not apply to the Purchaser and its Subsidiaries beyond the period ending on the first day following the first anniversary of the Split-Off Effective Time (provided that the Purchaser is not in material breach of any of its covenants under this Article XII and, in the event that the Purchaser is in such material breach, the provisions thereof shall not be applicable to the Purchaser and its Subsidiaries (and they shall not be considered an "acquiring person" thereunder) until from and after such time as (1) GM shall have notified the Purchaser of such breach and (2) following such notification, the Purchaser or its Subsidiaries acquires any additional shares of capital stock of Xxxxxx. For the avoidance of doubt, Xxxxxx will not have any obligation under this Section 12.3(g) or Section 12.4 to adopt or amend or maintain (and not redeem) the stockholder rights provided in any stockholder rights plan during any portion of the Prohibition Period which is more...
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Adoption of Stockholder Rights Plan. As of the Effective Time, the Company shall adopt a stockholder rights plan substantially similar to the Pride Rights Agreement as in effect on the date hereof with such changes as may be necessary or advisable to reflect Delaware as the Company's jurisdiction of incorporation and to conform such stockholder rights plan to the certificate of incorporation of the Company.
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Related to Adoption of Stockholder Rights Plan

  • Stockholder Rights Plan No claim will be made or enforced by the Company or, with the consent of the Company, any other Person, that any Purchaser is an “Acquiring Person” under any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents or under any other agreement between the Company and the Purchasers.

  • Shareholder Rights Plan No claim will be made or enforced by the Company or, with the consent of the Company, any other Person, that any Purchaser is an “Acquiring Person” under any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents or under any other agreement between the Company and the Purchasers.

  • Stockholder Rights Plans If the Company has a stockholder rights plan in effect upon conversion of the Notes, each share of Common Stock, if any, issued upon such conversion shall be entitled to receive the appropriate number of rights, if any, and the certificates representing the Common Stock issued upon such conversion shall bear such legends, if any, in each case as may be provided by the terms of any such stockholder rights plan, as the same may be amended from time to time. However, if, prior to any conversion of Notes, the rights have separated from the shares of Common Stock in accordance with the provisions of the applicable stockholder rights plan, the Conversion Rate shall be adjusted at the time of separation as if the Company distributed to all or substantially all holders of the Common Stock Distributed Property as provided in Section 14.04(c), subject to readjustment in the event of the expiration, termination or redemption of such rights.

  • Termination of Stockholders Agreement The Stockholders, the Company and the other parties thereto hereby agree to terminate the Stockholders Agreement, including any and all annexes or exhibits thereto, as of the Effective Time. The provisions of the Stockholders Agreement shall not survive its termination, and shall have no further force from and after the Effective Date, nor shall any party to the Stockholders Agreement have any surviving obligations, rights or duties thereunder.

  • Rights of Stockholder Except as otherwise provided in Section 2 and this Section 3, during the Vesting Period and after the certificates for the Restricted Shares have been issued, the Recipient shall be entitled to all rights of a stockholder of the Company, including the right to vote and the right to receive dividends, with respect to the Restricted Shares subject to this Agreement. Subject to applicable withholding requirements, if any, dividends on the Restricted Shares shall be paid to the Recipient when earned and payable.

  • Stockholder Rights The holder of this option shall not have any stockholder rights with respect to the Option Shares until such person shall have exercised the option, paid the Exercise Price and become a holder of record of the purchased shares.

  • Shareholder Rights Plans If the Company has a shareholder rights plan in effect upon conversion of the Notes, each share of Common Stock, if any, issued upon such conversion shall be entitled to receive the appropriate number of rights, if any, and the certificates representing the Common Stock issued upon such conversion shall bear such legends, if any, in each case as may be provided by the terms of any such shareholder rights plan, as the same may be amended from time to time. However, if, prior to any conversion of Notes, the rights have separated from the shares of Common Stock in accordance with the provisions of the applicable shareholder rights plan, the Conversion Rate shall be adjusted at the time of separation as if the Company distributed to all or substantially all holders of the Common Stock Distributed Property as provided in Section 14.05(c), subject to readjustment in the event of the expiration, termination or redemption of such rights.

  • No Shareholder Rights Until Exercise Except as expressly provided herein, this Warrant does not entitle Holder to any voting rights or other rights as a shareholder of Company prior to the exercise hereof.

  • RESERVATION OF STOCK, ETC ISSUABLE ON EXERCISE OF WARRANT; FINANCIAL STATEMENTS. The Company will at all times reserve and keep available, solely for issuance and delivery on the exercise of the Warrants, all shares of Common Stock (or Other Securities) from time to time issuable on the exercise of the Warrant. This Warrant entitles the Holder hereof to receive copies of all financial and other information distributed or required to be distributed to the holders of the Company's Common Stock.

  • Shareholder Rights With respect to the foreign securities held pursuant to this Section 4, the Custodian will use reasonable commercial efforts to facilitate the exercise of voting and other shareholder rights, subject always to the laws, regulations and practical constraints that may exist in the country where such securities are issued. The Fund acknowledges that local conditions, including lack of regulation, onerous procedural obligations, lack of notice and other factors may have the effect of severely limiting the ability of the Fund to exercise shareholder rights.

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