CERTAIN SHAREHOLDER RIGHTS Sample Clauses

CERTAIN SHAREHOLDER RIGHTS. Shareholder and its counsel shall be given reasonable opportunity to review and comment on the Offer Documents (including all amendments and supplements thereto) prior to the filing thereof with the SEC (and Parent shall take into account and reflect in the Offer Documents (including in any amendment or supplement thereto) the reasonable comments of Shareholder and its counsel. Parent and Acquisition Sub shall promptly provide Shareholder and its counsel with a copy or a description of any comments received by Parent, Acquisition Sub or their counsel from the SEC or its staff with respect to the Offer Documents.
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CERTAIN SHAREHOLDER RIGHTS. Shareholders shall have no preemptive rights to purchase, subscribe for or otherwise acquire any new or additional securities of the Corporation. No shareholder shall be entitled to any cumulative voting rights. The shareholders shall take action by the affirmative vote of the holders of a majority of the voting power of all voting shares, except where a larger proportion is required by law.
CERTAIN SHAREHOLDER RIGHTS. The following actions shall not be taken without the prior written consent of all the Shareholders: (a) amendment of the Memorandum or Articles of Association; (b) dissolution or liquidation of the Company, except as may be required by applicable law; (c) merger of the Company with another company; (d) sale or other disposition of all or substantially all of the business or assets of the Company or of any of the Subsidiaries; (e) acquisition or commencement by the Company of a new line of business that is not related to food service or food products; and (f) amendment of this Agreement.
CERTAIN SHAREHOLDER RIGHTS. (a) Until the earlier of (x) the consummation of a Qualified IPO or (y) the time expressly specified below, neither the Board nor the Company shall allow, ratify, approve or consent to, cause or permit the approval of, the commitment to take or the taking of the following actions by the Board, the Company or any Company Subsidiaries without the prior written approval of the Summit Shareholders and the Founder Investor Designee (which may be by email): (i) for so long as the Major Investors are entitled to appoint at least one Rollover Director, the issuance, assumption, incurrence or guarantee of any indebtedness by the Company or any Company Subsidiaries if the Company’s ratio of consolidated indebtedness to Adjusted EBITDA would exceed 4:1; (ii) any transaction between the Company or any Company Subsidiaries, on the one hand, and any Shareholder or any Affiliate of any Shareholder (or portfolio company, Affiliate, employee, partner, officer or director of any Shareholder or portfolio company or Affiliate of any Shareholder) of the Company or any Company Subsidiaries, on the other hand (excluding (A) employment arrangements with (including the issuance or repurchase of equity securities to or from) Shareholders (other than any General Atlantic Shareholder) who are employees, officers, consultants or other persons performing services for the Company or any Company Subsidiary approved by the Board, (B) the issuance or repurchase of other equity securities in which the Shareholders are entitled to participate pursuant to Sections 5.3 or 8.11 and (C) any transactions contemplated by the Merger Agreement or the Related Agreements (as defined therein) or this Agreement); provided, that (x) the prior approval of the Summit Shareholders shall not be required if the Summit Shareholders (and their Permitted Transferees) collectively own less than twenty percent (20%) of the Rollover Interests held by the Summit Shareholders as of immediately after the Merger Effective Time and (y) the prior approval of the Founder Investor Designee shall not be required if the Founder Investors (and their Permitted Transferees) collectively own less than twenty percent (20%) of the Rollover Interests held by the Founder Investors as of immediately after the Merger Effective Time; (iii) the amendment of this Agreement or any other organizational documents of the Company in a manner that has the effect of changing the relative rights and privileges of the Class A-2 Common Shares or t...
CERTAIN SHAREHOLDER RIGHTS 

Related to CERTAIN SHAREHOLDER RIGHTS

  • 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.

  • 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.

  • No Shareholder Rights Except as provided in this Warrant, Holder will not have any rights as a shareholder of the Company until the exercise of this Warrant.

  • 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 Stockholder Rights This Warrant in and of itself shall not entitle the Holder to any voting rights or other rights as a stockholder of the Company.

  • 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.

  • 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.

  • Rights as Shareholder Until the issuance of the Shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. The Shares shall be issued to the Optionee as soon as practicable after the Option is exercised. No adjustment shall be made for a dividend or other right for which the record date is prior to the date of issuance except as provided in Section 12 of the Plan.

  • Member Rights The Subscriber Agreement (SA) shall include a complete statement that a Member shall have the right to:  Available and accessible services when medically necessary, 24 hours per day, 7 days per week for Urgent or Emergency Health Care Services, and for other Health Care Services as defined by the Agreement;  Be treated with courtesy and consideration, and with respect for the Covered Person's dignity and need for privacy;  Be provided with information concerning our policies and procedures regarding products, services, Providers, Appeals procedures and other information about Presbyterian Health Plan;  To choose a Primary Care Practitioner within the limits of the Covered Benefits, plan network, and as provided by this rule, including the right to refuse care of specific Health Care Professionals;  Receive from the Covered Person's Physician(s) or Provider, in terms that the Covered Person understands, an explanation of his or her complete medical condition, recommended treatment, risk(s) of the treatment, expected results and reasonable medical alternatives, irrespective of our position on treatment options; if the Covered Person is not capable of understanding the information, the explanation shall be provided to his or her next of kin, guardian, agent or surrogate, if available, and documented in the Covered Person's medical record;  All the rights afforded by law, rule, or regulation as a patient in a licensed Health Care Facility, including the right to refuse medication and treatment after possible consequences of this decision have been explained in language the Covered Person understands;  Prompt notification, as required in this rule, of termination or changes in benefits, services or Practitioner/Provider network;  File a Complaint or Appeal with us or the Superintendent and to receive an answer to those Complaints in accordance with existing law;  Privacy of medical and financial records maintained by us and our Health Care Providers, in accordance with existing law;  Know upon request of any financial arrangements or provisions between Presbyterian Health Plan and our Practitioners/Providers which may restrict referral or treatment options or limit the services offered to Covered Persons;  Adequate access to qualified Health Professionals for the treatment of Covered Benefits near where the Covered Person lives or works within our Service Area;  To the extent available and applicable to us, to affordable health care, with limits on Out-of-pocket expenses, including the right to seek care from a non-participating (Out-of-network) Provider, and an explanation of a Covered Person's financial responsibility when services are provided by a non- participating (Out-of-network) Provider, or provided without required Prior Authorization;  An approved example of the financial responsibility incurred by a Covered Person when going Out-of-network; inclusion of the entire “billing examples” provided by the Superintendent available on the Division's website at the time of the filing of the plan will be deemed satisfaction of this requirement; any substitution for, or changes to, the Division's “billing examples” requires written approval by the Superintendent, in our Health Care Benefit Plan that provides benefits for Out-of-network Coverage;  Detailed information about Coverage, Maximum Benefits, and Exclusions of specific conditions, ailments or disorders, including restricted Prescription benefits, and all requirements that a Covered Person must follow for Prior Authorization and Utilization Review;  A complete explanation of why care is denied, an opportunity to Appeal the decision to our internal review, the right to a secondary Appeal, and the right to request the Superintendent’s assistance.

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