Common use of Benefits of this Agreement Clause in Contracts

Benefits of this Agreement. (a) Nothing in this Agreement shall be construed to give to any Person other than the Company, the Rights Agent and the registered holders of the Right Certificates (and, prior to the Distribution Date, the registered holders of Common Shares) any legal or equitable right, remedy or claim under this Agreement. This Agreement shall be for the sole and exclusive benefit of the Company, the Rights Agent and the registered holders of the Right Certificates (and, prior to the Distribution Date, the registered holders of Common Shares). (b) The Board of Directors of the Company shall have the exclusive power and total and complete authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors or the Company or necessary or advisable in the administration of this Agreement, including without limitation the right and power to interpret this Agreement and to make conclusively all determinations deemed necessary or advisable for the administration of this Agreement. All such acts, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors in good faith shall (x) be final, conclusive and binding on the Company, the Rights Agent and the holders of the Rights and all other parties and (y) not subject the Board of Directors to any liability to the holders of the Rights or any other party.

Appears in 10 contracts

Samples: Rights Agreement (IsoRay, Inc.), Rights Agreement (Digi International Inc), Share Rights Agreement (Tennant Co)

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Benefits of this Agreement. (a) Nothing in this Agreement shall be construed to give to any Person person or corporation other than the Company, the Rights Agent and the registered holders of the Right Certificates (and, prior to the Distribution Date, the registered holders of Common Shares) any legal or equitable right, remedy or claim under this Agreement. This Agreement shall be for the sole and exclusive benefit of the Company, the Rights Agent and the registered holders of the Right Certificates (and, prior to the Distribution Date, the registered holders of Common Shares). (b) The Board of Directors of the Company shall have the exclusive power and total and complete authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors or the Company or necessary or advisable in the administration of this Agreement, including without limitation the right and power to interpret this Agreement and to make conclusively all determinations deemed necessary or advisable for the administration of this Agreement. All such acts, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors of the Company in good faith shall (x) be final, conclusive and binding on the Company, the Rights Agent and the holders of the Rights and all other parties and (y) not subject the Board of Directors of the Company to any liability to the holders of the Rights or any other party.

Appears in 5 contracts

Samples: Rights Agreement (Polaris Industries Inc/Mn), Rights Agreement (Damark International Inc), Rights Agreement (Jostens Inc)

Benefits of this Agreement. (a) Nothing in this Agreement shall be construed to give to any Person other than the Company, the Rights Agent Agent, and the registered holders of the Right Certificates (and, prior to the Distribution Date, the registered holders of Common Shares) any legal or equitable right, remedy remedy, or claim under this Agreement. This ; but this Agreement shall be for the sole and exclusive benefit of the Company, the Rights Agent Agent, and the registered holders of the Right Certificates (and, prior to the Distribution Date, the registered holders of Common Shares). (b) The Board of Directors of the Company shall have the exclusive power and total and complete authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors or the Company or necessary or advisable in the administration of this Agreement, including without limitation the right and power to interpret this Agreement and to make conclusively all determinations deemed necessary or advisable for the administration of this Agreement. All such acts, calculations, interpretations interpretations, and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors in good faith shall (x) be final, conclusive conclusive, and binding on the Company, the Rights Agent Agent, and the holders of the Rights and all other parties parties, and (y) not subject the Board of Directors to any liability to the holders of the Rights or any other party.

Appears in 4 contracts

Samples: Rights Agreement (Delphax Technologies Inc), Rights Agreement (Rimage Corp), Share Rights Agreement (Dakota Growers Restructuring Co Inc)

Benefits of this Agreement. (a) Nothing in this Agreement shall be construed to give to any Person other than the Company, the Rights Agent and the registered holders of the Right Certificates (and, prior to the Distribution Date, the registered holders of Common Shares) any legal or equitable right, remedy or claim under this Agreement. This ; but this Agreement shall be for the sole and exclusive benefit of the Company, the Rights Agent and the registered holders of the Right Certificates (and, prior to the Distribution Date, the registered holders of Common Shares). (b) The Board of Directors of the Company shall have the exclusive power and total and complete authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors or the Company or necessary or advisable in the administration of this Agreement, including without limitation the right and power to interpret this Agreement and to make conclusively all determinations deemed necessary or advisable for the administration of this Agreement. All such acts, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors in good faith shall (x) be final, conclusive and binding on the Company, the Rights Agent and the holders of the Rights and all other parties and (y) not subject the Board of Directors to any liability to the holders of the Rights or any other party.

Appears in 3 contracts

Samples: Rights Agreement (Minntech Corp), Rights Agreement (Act Teleconferencing Inc), Rights Agreement (Bemis Co Inc)

Benefits of this Agreement. (a) Nothing in this Agreement shall be construed to give to any Person other than the Company, the Rights Agent and the registered holders of the Right Certificates (and, prior to the Distribution Date, the registered holders of Common Shares) any legal or equitable right, remedy or claim under this Agreement. This ; but this Agreement shall be for the sole and exclusive benefit of the Company, the Rights Agent and the registered holders of the Right Certificates (and, prior to the Distribution Date, the registered holders of Common Shares). (b) The Board of Directors of the Company shall have the exclusive power and total and complete authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors or the Company or necessary or advisable in the administration of this Agreement, including without limitation the right and power to interpret this Agreement and to make conclusively all determinations deemed necessary or advisable for the administration of this Agreement. All such acts, calculations, interpretations and determinations (including, for the purposes of clause (y) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors of the Company in good faith shall (x) shall be final, conclusive and binding on the Company, the Rights Agent and the holders of the Rights and all other parties and (y) not subject the Board of Directors to any liability to the holders of the Rights or any other party.

Appears in 3 contracts

Samples: Rights Agreement (August Technology Corp), Rights Agreement (Winland Electronics Inc), Rights Agreement (Medtronic Inc)

Benefits of this Agreement. (a) Nothing in this Agreement shall be construed to give to any Person other than the Company, the Rights Agent and the registered holders of the Right Certificates (and, prior to before the Distribution Date, the registered holders of Common Shares) any legal or equitable right, remedy or claim under this Agreement. This ; but this Agreement shall be for the sole and exclusive benefit of the Company, the Rights Agent and the registered holders of the Right Certificates (and, prior to before the Distribution Date, the registered holders of Common Shares). (b) The Board of Directors of the Company shall have the exclusive power and total and complete authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors or the Company or necessary or advisable in the administration of this Agreement, including without limitation the right and power to interpret this Agreement and to make conclusively all determinations deemed necessary or advisable for the administration of this Agreement. All such acts, calculations, interpretations and determinations (including, for purposes of clause (y2) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors in good faith shall (x1) be final, conclusive and binding on the Company, the Rights Agent and the holders of the Rights and all other parties and (y2) not subject the Board of Directors of the Company to any liability to the holders of the Rights or any other party.

Appears in 2 contracts

Samples: Rights Agreement (Hutchinson Technology Inc), Rights Agreement (Graco Inc)

Benefits of this Agreement. (a) Nothing in this Agreement shall be construed to give to any Person other than the Company, the Rights Agent and the registered holders of the Right Certificates (and, prior to before the Distribution Date, the registered holders of Common Shares) any legal or equitable right, remedy remedy, or claim under this Agreement. This Agreement shall be for the sole and exclusive benefit of the Company, the Rights Agent and the registered holders of the Right Certificates (and, prior to before the Distribution Date, the registered holders of Common Shares). (b) The Board of Directors of the Company shall have has the exclusive power and total and complete authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors or the Company or necessary or advisable in the administration of this Agreement, including without limitation the right and power to interpret this Agreement and to make conclusively all determinations deemed necessary or advisable for the administration of this Agreement. All such acts, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors in good faith shall (x) be final, conclusive and binding on the Company, the Rights Agent and the holders of the Rights and all other parties and (y) not subject the Board of Directors to any liability to the holders of the Rights or any other party.

Appears in 2 contracts

Samples: Rights Agreement (Finish Line Inc /In/), Rights Agreement (Life Time Fitness, Inc.)

Benefits of this Agreement. (a) Nothing in this Agreement shall be construed to give to any Person other than the Company, the Rights Agent and the registered holders of the Right Certificates (and, prior to the Distribution Date, the registered holders of Common Shares) any legal or equitable right, remedy or claim under this Agreement. This Agreement shall be for the sole and exclusive benefit of the Company, the Rights Agent and the registered holders of the Right Certificates (and, prior to the Distribution Date, the registered holders of Common Shares). (b) The Board of Directors of the Company shall have the exclusive power and total and complete authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors or the Company or necessary or advisable in the administration of this Agreement, including without limitation the right and power to interpret this Agreement and to make conclusively all determinations deemed necessary or advisable for the administration of this Agreement. All such acts, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors of the Company in good faith shall (x) be final, conclusive and binding on the Company, the Rights Agent and the holders of the Rights and all other parties and (y) not subject the Board of Directors to any liability to the holders of the Rights or any other party.

Appears in 1 contract

Samples: Rights Agreement (Medtronic Inc)

Benefits of this Agreement. (a) Nothing in this Agreement shall be construed to give to any Person other than the Company, the Rights Agent and the registered holders of the Right Certificates (and, prior to before the Distribution Date, the registered holders of Common Shares) any legal or equitable right, remedy or claim under this Agreement. This ; but this Agreement shall be for the sole and exclusive benefit of the Company, the Rights Agent and the registered holders of the Right Certificates (and, prior to before the Distribution Date, the registered holders of Common Shares). (b) The Board of Directors of the Company shall have the exclusive power and total and complete authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors or the Company or necessary or advisable in the administration of this Agreement, including without limitation the right and power to interpret this Agreement and to make conclusively all determinations deemed necessary or advisable for the administration of this Agreement. All such acts, calculations, interpretations and determinations (including, for purposes of clause (y2) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors in good faith shall (x1) be final, conclusive and binding on the Company, the Rights Agent and the holders of the Rights and all other parties and (y2) not subject the Board of Directors to any liability to the holders of the Rights or any other party.

Appears in 1 contract

Samples: Rights Agreement (Hutchinson Technology Inc)

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Benefits of this Agreement. (a) Nothing in this Agreement shall be construed to give to any Person other than the Company, the Rights Agent and the registered holders of the Class A Right Certificates (and, prior to the Distribution Date, the registered holders of Common Class A Shares) any legal or equitable right, remedy or claim under this Agreement. This Agreement shall be for the sole and exclusive benefit of the Company, the Rights Agent and the registered holders of the Class A Right Certificates (and, prior to the Distribution Date, the registered holders of Common Class A Shares). (b) The Board of Directors of the Company shall have the exclusive power and total and complete authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors or the Company or necessary or advisable in the administration of this Agreement, including without limitation the right and power to interpret this Agreement and to make conclusively all determinations deemed necessary or advisable for the administration of this Agreement. All such acts, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors in good faith shall (x) be final, conclusive and binding on the Company, the Rights Agent and the holders of the Class A Rights and all other parties and (y) not subject the Board of Directors to any liability to the holders of the Class A Rights or any other party.

Appears in 1 contract

Samples: Class a Share Rights Agreement (Rural Cellular Corp)

Benefits of this Agreement. (a) Nothing in this Agreement shall be construed to give to any Person other than the Company, the Rights Agent and the registered holders of the Right Certificates (and, prior to the Distribution Date, the registered holders of Common Shares) any legal or equitable right, remedy or claim under this Agreement. This Agreement shall be for the sole and exclusive benefit of the Company, the Rights Agent and the registered holders of the Right Certificates (and, prior to the Distribution Date, the registered holders of the Common Shares). (b) The Board of Directors of the Company shall have the exclusive power and total and complete authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors or the Company or necessary or advisable in the administration of this Agreement, including without limitation the right and power to interpret this Agreement and to make conclusively all determinations deemed necessary or advisable for the administration of this Agreement. All such acts, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors of the Company in good faith shall (x) be final, conclusive and binding on the Company, the Rights Agent and the holders of the Rights and all other parties and (y) not subject the Board of Directors of the Company to any liability to the holders of the Rights or any other party. The Rights Agent is entitle always to assume the Company's Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.

Appears in 1 contract

Samples: Rights Agreement (Target Corp)

Benefits of this Agreement. (a) Nothing in this Agreement shall be construed to give to any Person other than the Company, the Rights Agent Agent, and the registered holders of the Right Certificates (and, prior to before the Distribution Date, the registered holders of Common Shares) any legal or equitable right, remedy remedy, or claim under this Agreement. This Agreement shall be for the sole and exclusive benefit of the Company, the Rights Agent Agent, and the registered holders of the Right Certificates (and, prior to before the Distribution Date, the registered holders of Common Shares). (b) The Board of Directors of the Company shall have the exclusive power and total and complete authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors or the Company or necessary or advisable in the administration of this Agreement, including without limitation the right and power to interpret this Agreement and to make conclusively all determinations deemed necessary or advisable for the administration of this Agreement. All such acts, calculations, interpretations interpretations, and determinations (including, for purposes of clause (y2) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors in good faith shall (x1) be final, conclusive and binding on the Company, the Rights Agent and the holders of the Rights and all other parties and (y2) not subject the Board of Directors to any liability to the holders of the Rights or any other party.

Appears in 1 contract

Samples: Share Rights Agreement (Stellent Inc)

Benefits of this Agreement. (a) Nothing in this Agreement shall be construed to give to any Person other than the Company, the Rights Agent and the registered holders of the Right Certificates (and, prior to the Distribution Date, the registered holders of Common Shares) any legal or equitable right, remedy or claim under this Agreement. This Agreement shall be for the sole and exclusive benefit of the Company, the Rights Agent and the registered holders of the Right Certificates (and, prior to the Distribution Date, the registered holders of the Common Shares). (b) The Board of Directors of the Company shall have the exclusive power and total and complete authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors or the Company or necessary or advisable in the administration of this Agreement, including without limitation the right and power to interpret this Agreement and to make conclusively all determinations deemed necessary or advisable for the administration of this Agreement. All such acts, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors of the Company in good faith shall (x) be final, conclusive and binding on the Company, the Rights Agent and the holders of the Rights and all other parties and (y) not subject the Board of Directors of the Company to any liability to the holders of the Rights or any other party.

Appears in 1 contract

Samples: Rights Agreement (Target Corp)

Benefits of this Agreement. (a) Nothing in this Agreement shall be construed to give to any Person other than the Company, the Rights Agent and the registered holders of the Right Certificates (and, prior to before the Distribution Date, the registered holders of Common Shares) any legal or equitable right, remedy or claim under this Agreement. This Agreement shall be for the sole and exclusive benefit of the Company, the Rights Agent and the registered holders of the Right Certificates (and, prior to before the Distribution Date, the registered holders of Common Shares). (b) The Board of Directors of the Company shall have the exclusive power and total and complete authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors or the Company or necessary or advisable in the administration of this Agreement, including without limitation the right and power to interpret this Agreement and to make conclusively all determinations deemed necessary or advisable for the administration of this Agreement. All such acts, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors in good faith shall (x) be final, conclusive and binding on the Company, the Rights Agent and the holders of the Rights and all other parties and (y) not subject the Board of Directors to any liability to the holders of the Rights or any other party.

Appears in 1 contract

Samples: Share Rights Agreement (International Multifoods Corp)

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