Company Rights Agreement. As of the date hereof and after giving effect to the execution and delivery of this Agreement, each Company Right is represented by the certificate representing the associated share of Company Common Stock and is not exercisable or transferable apart from the associated share of Company Common Stock, and the Company has (i) taken all necessary actions so that the execution and delivery of this Agreement and the consummation of the Offer and the other transactions contemplated hereby will not result in a "Distribution Date", a "Triggering Event" or a "Business Combination" (as defined in the Company Rights Agreement) and (ii) amended the Company Rights Agreement to render it inapplicable to this Agreement, the Offer and the other transactions contemplated hereby.
Appears in 4 contracts
Samples: Restructuring Agreement (Viskase Companies Inc), Restructuring Agreement (Viskase Companies Inc), Restructuring Agreement (Icahn Carl C Et Al)
Company Rights Agreement. As of the date hereof and after giving effect to the execution and delivery of this Agreement, each Company Right is represented by the certificate representing the associated share of Company Common Stock and is not exercisable or transferable apart from the associated share of Company Common Stock, and the Company has (i) taken all necessary actions so that the execution and delivery of this Agreement and the consummation of the Offer and the other transactions contemplated hereby will not result in a "Distribution Date", " or a "Triggering Event" or a "Business Combination" (as defined in the Company Rights Agreement) and (ii) amended authorized an amendment to the Company Rights Agreement to render it inapplicable to this Agreement, the Offer Merger and the other transactions contemplated hereby, which shall be executed as promptly as practical after the date hereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (PHH Corp), Agreement and Plan of Merger (HFS Inc)
Company Rights Agreement. As of the date hereof and after giving effect to the execution and delivery of this Agreement, each Company Right is represented by the certificate representing the associated share of Company Common Stock Shares and is not exercisable or transferable apart from the associated share of Company Common StockShares, and the Company has (i) taken all necessary actions so that the execution and delivery of this Agreement and the consummation of the Offer and the other transactions contemplated hereby will not result in a "Distribution Date", a "Triggering Event" or a "Business CombinationShares Acquisition Date" (as defined in the Company Rights Agreement) and (ii) amended the Company Rights Agreement to render it inapplicable to this Agreement, the Offer Merger and the other transactions contemplated hereby.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Worthington Foods Inc /Oh/)