Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date, directly or indirectly: (i) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company or that complies with Section 11(o) hereof); (ii) any Person (other than a Subsidiary of the Company in a transaction that complies with Section 11(o) hereof) shall consolidate with the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger; or (iii) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or one or more of its wholly owned Subsidiaries in one or more transactions, each of which complies with Section 11(o) hereof), then, and in each such case, proper provision shall be made so that (A) each holder of a Right (except as otherwise provided herein) shall thereafter have the right to receive, upon the exercise thereof in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid and nonassessable Common Shares of the Principal Party (as hereinafter defined), free of any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of one-hundredths of a Preferred Share for which a Right was exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Triggering Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one-hundredths of a Preferred Share for which a Right was exercisable immediately prior to the first occurrence of a Triggering Event by the Purchase Price in effect immediately prior to such first occurrence) and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the “Total Exercise Price” for each Right and for all purposes of this Agreement) by 50% of the Current Per Share Market Price, as determined pursuant to Section 11(d) hereof, of the Common Shares of such Principal Party on the date of consummation of such Section 13 Event; (B) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (C) the term “Company” shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (D) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its Common Shares) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.
Appears in 1 contract
Samples: Preferred Shares Rights Agreement (Entertainment Distribution Co Inc)
Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Datetime at which any Person becomes an Acquiring Person, directly or indirectly: (i) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company or that complies with Section 11(o) hereof); Person, (ii) any Person (other than a Subsidiary of the Company in a transaction that complies with Section 11(o) hereof) shall consolidate with the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation merger and, in connection with such merger, all or merger; part of the Common Stock shall be changed into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property, or (iii) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or one or more of its wholly wholly-owned Subsidiaries in one or more transactions, each of which complies with Section 11(o) hereofsubsidiaries), then, and in each such case, proper provision shall be made so that (A) each holder of a Right (except as otherwise provided herein) shall thereafter have the right to receive, upon the exercise thereof at the Purchase Price in effect immediately prior to such Person becoming an Acquiring Person multiplied by the number of one one-thousandths of a share of Preferred Stock for which a Right is then exercisable, in accordance with the terms of this AgreementAgreement and in lieu of shares of Preferred Stock, such number of shares of validly authorized and issued, fully paid paid, non-assessable and nonassessable Common Shares freely tradable Senior Voting Stock (as hereinafter defined) of the Principal Party (as hereinafter defined) (including the Company as successor thereto or as the surviving corporation), free of unencumbered and not subject to any liens, encumbrances, rights of call or first refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current such Purchase Price by the then number of one one-hundredths thousandths of a share of Preferred Share Stock for which a Right was is then exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Triggering Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one-hundredths of a Preferred Share for which a Right was exercisable immediately prior to the first occurrence of a Triggering Event and dividing that product by the Purchase Price in effect immediately prior to such first occurrence) and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the “Total Exercise Price” for each Right and for all purposes of this Agreement) by 50% of the Current Per Share Market Price, as determined pursuant to Section 11(d) hereof, current market price per share of the Common Shares Senior Voting Stock of such Principal Party (determined in the manner described in Section 11(d)) on the date of consummation of such Section 13 Eventconsolidation, merger, sale or transfer; (B) such the Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Eventconsolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (C) the term “Company” shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Eventsuch consolidation, merger, sale or transfer; and (D) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares) Senior Voting Stock in connection accordance with the consummation of any such transaction as may be necessary Section 9, with each reference to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.Preferred Stock in
Appears in 1 contract
Samples: Rights Agreement (Particle Drilling Technologies Inc/Nv)
Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date, directly or indirectly: (i) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company or that complies with Section 11(o) hereof); (ii) any Person (other than a Subsidiary of the Company in a transaction that complies with Section 11(o) hereof) shall consolidate with the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger; or (iii) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or one or more of its wholly owned Subsidiaries in one or more transactions, each of which complies with Section 11(o) hereof), then, and in each such case, proper provision shall be made so that (A) each holder of a Right (except as otherwise provided herein) shall thereafter have the right to receive, upon the exercise thereof in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid and nonassessable Common Shares of the Principal Party (as hereinafter defined), free of any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of one-hundredths of a Preferred Share for which a Right was exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Triggering Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one-hundredths of a Preferred Share for which a Right was exercisable immediately prior to the first occurrence of a Triggering Event by the Purchase Price in effect immediately prior to such first occurrence) and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the “Total Exercise Price” "TOTAL EXERCISE PRICE" for each Right and for all purposes of this Agreement) by 50% of the Current Per Share Market Price, as determined pursuant to Section 11(d) hereof, of the Common Shares of such Principal Party on the date of consummation of such Section 13 Event; (B) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (C) the term “Company” shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (D) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its Common Shares) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.such
Appears in 1 contract
Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Dateevent, directly or indirectly: , at any time after a Person has become an Acquiring Person, (ix) the Company shall consolidate with, or merge with and into, any other Person Person, (other than a Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company or that complies with Section 11(o) hereof); (iiy) any Person (other than a Subsidiary of the Company in a transaction that complies with Section 11(o) hereof) shall consolidate with the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation merger and, in connection with such merger, all or merger; part of the Common Shares shall be changed into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property, or (iiiz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or one or more of its wholly wholly-owned Subsidiaries in one or more transactions, each of which complies with Section 11(o) hereof)Subsidiaries, then, and in each such case, proper provision shall be made so that made
(Ai) each holder of a Right (except as otherwise provided herein) shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of Common Shares for which a Right is then exercisable, in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid and nonassessable Common Shares of the Principal Party (as hereinafter defined)defined hereinafter) including the Company as the successor thereto or as the surviving corporation, free of not subject to any liens, encumbrances, rights of call, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1A) multiplying the then current Purchase Price by the number of one-hundredths of a Preferred Share Common Shares for which a Right was is then exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Triggering Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the Purchase Price in effect immediately prior to the first occurrence of such Section 11(a)(ii) Event by the number of such one-hundredths of a Preferred Share Common Shares for which a Right was exercisable immediately prior to the first occurrence of a Triggering Event by the Purchase Price in effect immediately prior to such first occurrenceSection 11(a)(ii) Event) and (2) dividing that product by (which, following the first occurrence of a Section 13 Event, shall be referred to as the “Total Exercise Price” for each Right and for all purposes of this AgreementB) by 50% of the Current Per Share Market Price, as determined pursuant to Section 11(d) hereof, then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such Section 13 Eventconsolidation, merger, sale or transfer; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Eventconsolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (Ciii) the term “"Company” " shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (Div) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its Common SharesShares in accordance with Section 9 hereof) in connection with the such consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.as
Appears in 1 contract
Samples: Rights Agreement (SPSS Inc)
Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date, directly or indirectly: , (ix) the Company shall consolidate with, or merge with and into, any other Person Person, (other than a Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company or that complies with Section 11(o) hereof); (iiy) any Person (other than a Subsidiary of the Company in a transaction that complies with Section 11(o) hereof) shall consolidate with the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger; , all or part of the Common Stock shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property, or (iiiz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or one or more any of its wholly owned Subsidiaries in one or more transactions(any such event, each of which complies with a “Section 11(o) hereof13 Event”), then, and in each such case, case proper provision shall be made so that (Ai) each holder of a Right (except as otherwise provided hereinin Section 7(e)) shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, such number of duly authorized, validly authorized and issued, fully paid paid, non-assessable and nonassessable freely tradable shares of Common Shares Stock of the Principal Party (as hereinafter defined), free of not subject to any liens, encumbrances, rights of call or first refusal refusal, or other adverse claims, claims as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the then number of one one-hundredths thousandths of a share of Preferred Share Stock for which a Right was is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Triggering Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one one-hundredths thousandths of a Preferred Share share for which a Right was exercisable immediately prior to the first occurrence of a Triggering Section 11(a)(ii) Event by the Purchase Price in effect immediately prior to such first occurrence) ), and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the “Total Exercise Purchase Price” for each Right and for all purposes of this Agreement) by (2) 50% of the Current Per Share Market Price, as determined pursuant to Section 11(d) hereof, Price per share of the Common Shares Stock of such Principal Party (determined in the manner described in Section 11(d)) on the date of consummation of such Section 13 Eventconsolidation, merger, sale or transfer; (Bii) such the Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (Ciii) the term “Company” shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall thereafter apply only to such Principal Party following the first occurrence of a Section 13 EventParty; and (Div) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common SharesStock in accordance with Section 9) in connection with the such consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to the shares of its Common Shares Stock thereafter deliverable upon the exercise of the Rights; and (v) the provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any Section 13 Event.
Appears in 1 contract
Samples: Rights Agreement (Lydall Inc /De/)
Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Dateevent, directly or indirectly: , at any time after the Flip-In Event (i) the Company shall consolidate with, with or shall merge with and into, into any other Person (other than a Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company or that complies with Section 11(o) hereof); Person, (ii) any Person (other than a Subsidiary of the Company in a transaction that complies with Section 11(o) hereof) shall consolidate with the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation merger and, in connection with such merger, all or merger; part of the Common Stock shall be changed into or exchanged for stock or other securities of any other Person (or of the Company) or cash or any other property, or (iii) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or one or more of its wholly wholly-owned Subsidiaries in one or more transactions, each of which complies with Section 11(o) hereofthe Company), then, and in each then upon the first occurrence of such caseevent, proper provision shall be made so that that: (A) each holder of a Right (except as otherwise provided hereinother than Rights which have become void pursuant to Section 11(a)(ii) hereof) shall thereafter have the right to receive, upon the exercise thereof at the Purchase Price (as theretofore adjusted in accordance with Section 11(a)(ii) hereof), in accordance with the terms of this AgreementAgreement and in lieu of shares of Preferred Stock or Common Stock of the Company, such number of validly authorized and issued, fully paid paid, non-assessable and nonassessable freely tradeable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined), free of any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of one-hundredths of a Preferred Share for which a Right was exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Triggering Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one-hundredths of a Preferred Share for which a Right was exercisable immediately prior to the first occurrence of a Triggering Event by the Purchase Price in effect immediately prior to such first occurrence) and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the “Total Exercise Price” for each Right and for all purposes of this Agreement) by 50% of the Current Per Share Market Price, as determined pursuant to Section 11(d) hereof, of the Common Shares of such Principal Party on the date of consummation of such Section 13 Event; (B) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (C) the term “Company” shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (D) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its Common Shares) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.subject
Appears in 1 contract
Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date, directly or indirectly: :
(i) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company or that complies with Section 11(o) hereof); ;
(ii) any Person (other than a Subsidiary of the Company in a transaction that complies with Section 11(o) hereof) shall consolidate with the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger; or or
(iii) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or one or more of its wholly owned Subsidiaries in one or more transactions, each of which complies with Section 11(o) hereof), then, and in each such case, proper provision shall be made so that that
(A) each holder of a Right (except as otherwise provided herein) shall thereafter have the right to receive, upon the exercise thereof in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid and nonassessable Common Shares of the Principal Party (as hereinafter defined), free of any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of one-hundredths thousandths of a Preferred Share for which a Right was exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Triggering Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one-hundredths thousandths of a Preferred Share for which a Right was exercisable immediately prior to the first occurrence of a Triggering Event by the Purchase Price in effect immediately prior to such first occurrence) and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the “Total Exercise Price” "TOTAL EXERCISE PRICE" for each Right and for all purposes of this Agreement) by 50% of the Current Per Share Market Price, as current per share market price (determined pursuant to Section 11(d) hereof, ) of the Common Shares of such Principal Party on the date of consummation of such Section 13 Event; ;
(B) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; ;
(C) the term “"Company” " shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (D) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its Common Shares) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.;
Appears in 1 contract
Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, on or following the Shares Acquisition Distribution Date, directly or indirectly: , (ix) the Company shall consolidate with, or merge with and into, into any other Person (other than a Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company or that complies with Section 11(o) hereof); (ii) any Person (other than a Subsidiary subsidiary of the Company in a transaction that complies with does not violate Section 11(o11(n) hereof, (y) the Company shall consolidate with the Companywith, or merge with and into with, any other Person other than a subsidiary of the Company in a transaction that does not violate Section 11(n) hereof, and the Company shall be the continuing or surviving corporation of such consolidation or merger; merger (other than, in a case of any transaction described in (x) or (iiiy), a merger or consolidation which would result in all of the securities generally entitled to vote in the election of directors ("Voting Securities") of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more a series of related transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or one or more any Subsidiary of its wholly owned Subsidiaries the Company in one or more transactions, transactions each of which complies with does not violate Section 11(o11(n) hereof), then, and in each such casecase (except as provided in Section 13(d) hereof), proper provision shall be made so that (Ai) each holder of a Right (Right, except as otherwise provided hereinin Section 11(a) hereof, shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price (without giving effect to any adjustment to such Purchase Price pursuant to Section 11(a)(ii)) multiplied by the number of Common Shares for which such Right is then exercisable, in accordance with the terms of this Rights Agreement, such number of validly authorized and issued, fully paid and nonassessable freely tradable Common Shares of the Principal Party (as hereinafter defineddefined below in Section 13(b)), free of not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1A) multiplying the then current Purchase Price (without giving effect to any adjustment to such Purchase Price pursuant to Section 11(a)(ii)) by the number of one-hundredths of a Preferred Share Common Shares for which a such Right was is then exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Triggering Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one-hundredths of a Preferred Share for which a Right was exercisable immediately prior to the first occurrence of a Triggering Event by the Purchase Price in effect immediately prior to such first occurrence) and (2) dividing that product by (which, following the first occurrence of a Section 13 Event, shall be referred to as the “Total Exercise Price” for each Right and for all purposes of this AgreementB) by 50% of the Current Per Share Market Price, as determined pursuant to Section 11(d) hereof, then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such Section 13 Event; (B) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (C) the term “Company” shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (D) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its Common Shares) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.of
Appears in 1 contract
Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date, directly or indirectly: :
(i) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company or that which complies with Section 11(o) hereof); ;
(ii) any Person (other than a Subsidiary of the Company in a transaction that complies with Section 11(o) hereof) shall consolidate with the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger; or or
(iii) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or one or more of its wholly owned Subsidiaries in one or more transactions, each of which complies with Section 11(o) hereof), then, and in each such case, proper provision shall be made so that that
(A) each holder of a Right (except as otherwise provided herein) shall thereafter have the right to receive, upon the exercise thereof in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid and nonassessable Common Shares of the Principal Party (as hereinafter defined), free of any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of one-hundredths thousandths of a Preferred Share for which a Right was exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Triggering Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one-hundredths thousandths of a Preferred Share for which a Right was exercisable immediately prior to the first occurrence of a Triggering Event by the Purchase Price in effect immediately prior to such first occurrence) and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the “Total Exercise Price” for each Right and for all purposes of this Agreement) by 50% of the Current Per Share Market Price, as determined pursuant to Section 11(d) hereof, of the Common Shares of such Principal Party on the date of consummation of such Section 13 Event; a
(B) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (C) the term “Company” shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (D) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its Common Shares) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.;
Appears in 1 contract
Samples: Preferred Shares Rights Agreement (Netframe Systems Inc)
Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Stock Acquisition Date, directly or indirectly: , (iw) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company or that complies with Section 11(o) hereof); , and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (iix) any Person (other than a Subsidiary of the Company in a transaction that which complies with Section 11(o) hereof) shall consolidate with the Companywith, or merge with and into or into, the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger; , all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property, (y) the Company shall be a party to a statutory share exchange with any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o) hereof) after which the Company is a Subsidiary of any other Person, or (iiiz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or one or more any Subsidiary of its wholly owned Subsidiaries the Company in one or more transactions, transactions each of which complies with Section 11(o) hereof), then, and in each such casecase but except as set forth in Section 13(d) hereof, proper provision shall be made so that that: (Ai) each holder of a Right (Right, except as otherwise provided hereinin Section 7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid paid, nonassessable and nonassessable freely tradeable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined), free of not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of one-hundredths of a Preferred Share Stock Fractions for which a Right was is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Triggering Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one-hundredths of a Preferred Share for which a Right was exercisable immediately prior to the first occurrence of a Triggering Event by the Purchase Price in effect immediately prior to the first occurrence of such Section 11(a)(ii) Event by the number of Preferred Stock Fractions for which such Right was exercisable immediately prior to such first occurrence) and (2) dividing that product (whichsuch product, following the first occurrence of a Section 13 Event, shall be referred to as the “Total Exercise "Purchase Price” " for each Right and for all purposes of this Agreement) by (2) 50% of the Current Per Share Market Price, as current market price (determined pursuant to Section 11(d11(d)(i) hereof, ) per share of the Common Shares Stock of such Principal Party on the date of consummation of such Section 13 Event; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (Ciii) the term “"Company” " shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (Div) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common SharesStock) in connection with the consummation of any such transaction as may be necessary to assure ensure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights; and (v) the provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any Section 13 Event.
Appears in 1 contract
Samples: Rights Agreement (Union Camp Corp)
Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date, directly or indirectly: , (ia) the Company shall consolidate with, or merge with and into, any other Person Person, (other than a Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company or that complies with Section 11(o) hereof); (iib) any Person (other than a Subsidiary of the Company in a transaction that which complies with Section 11(o11(n) hereof) shall consolidate with the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation merger and, in connection with such merger, all or merger; part of the Common Shares shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property, or (iiic) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or one or more of its wholly wholly-owned Subsidiaries in one or more transactions, transactions each of which complies with Section 11(o11(n) hereof), then, and in each such case, proper provision shall be made so that (Ai) each holder of a Right (except as otherwise provided herein) shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid paid, non-assessable and nonassessable freely tradable Common Shares of such other Person (including the Principal Party (Company as hereinafter definedsuccessor thereto or as the surviving corporation), free of not subject to any liens, encumbrances, rights of first refusal or any other adverse claims, as shall be equal to the result obtained by (1x) multiplying the then current Purchase Price by the number of one one-hundredths thousandths of a Preferred Share for which a Right was is then exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Triggering Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one-hundredths of a Preferred Share for which a Right was exercisable immediately prior to the first occurrence of a Triggering Event by the Purchase Price in effect immediately prior to such first occurrence) and (2) dividing that product by (which, following the first occurrence of a Section 13 Event, shall be referred to as the “Total Exercise Price” for each Right and for all purposes of this Agreementy) by 50% of the Current Per Share Market Price, as determined pursuant to Section 11(d) hereof, current per share market price of the Common Shares of such Principal Party other Person (determined pursuant to Section 11(d)) on the date of consummation of such Section 13 Eventconsolidation, merger, sale or transfer; (Bii) the issuer of such Principal Party Common Shares shall thereafter be liable for, and shall assume, by virtue of such Section 13 Eventconsolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (Ciii) the term “"Company” " shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Eventissuer; and (Div) such Principal Party issuer shall take such steps (including, but not limited to, the reservation of a sufficient number of its Common SharesShares to permit the exercise of all outstanding Rights) in connection with the such consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights. The Company shall not enter into any transaction of the kind listed in this Section 13 if at the time of or immediately after such transaction there are any rights, warrants, instruments or securities outstanding or any agreements or arrangements that, as a result of the consummation of such transaction, would substantially diminish or otherwise eliminate the benefits intended to be afforded by the Rights or prior to, simultaneously with or immediately after such consolidation, merger or sale, the shareholders of the Person who constitutes, or would constitute, the "other Person" for purposes of this Section 13 shall have received a distribution of Rights previously owned by such Person or any of its Affiliates and Associates. The Company shall not consummate any such consolidation, merger, sale or transfer unless the other Person shall have a sufficient number of authorized Common Shares which have not been issued or reserved for issuance to permit the exercise in full of the Rights in accordance with this Section 13 and unless prior thereto the Company and such other Person shall have executed and delivered to the Rights Agent a supplemental agreement providing for the terms set forth in Section 13 and further providing that, as soon as practicable after the date of any consolidation, merger or sale of assets mentioned in the first paragraph of this Section 13, the other Person will
(i) prepare and file a registration statement under the Securities Act, with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, and will use its best efforts to cause such registration statement to (A) become effective as soon as practicable after such filing and (B) remain effective (with a prospectus at all times meeting the requirements of the Securities Act) until the Final Expiration Date; and
(ii) will deliver to holders of the Rights historical financial statements for the other Person and each of its Affiliates which comply in all respects with the requirements for registration on Form 10 under the Exchange Act. The provisions of this Section 13 shall similarly apply to successive mergers or consolidations or sales or other transfers. If, in the case of a transaction referred to in clause (c) of the first sentence of this Section 13, the Person or Persons to whom assets or earning power are sold or otherwise transferred are individuals, then the Company shall require as a condition to such sale or transfer that such Person or Persons pay to each holder of a Right Certificate, upon the surrender to the Rights Agent of such Rights Certificate and in exchange therefor (without requiring any payment by such holder) cash in the amount obtained by multiplying (x) the then current Purchase Price by (y) the number of one one-thousandths of a Preferred Share for which a Right is exercisable.
Appears in 1 contract
Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date, directly or indirectly: , at any time after a Person has become an Acquiring Person, (ia) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company or that complies with Section 11(o) hereof); , (iib) any Person (other than a Subsidiary of the Company in a transaction that which complies with Section 11(o) hereof) shall consolidate with the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation combination or merger and, in connection with such combination or merger; , all or part of the Common Shares shall be changed into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property, or (iiic) the Company shall sell sell, mortgage or otherwise transfer (or one or more of its Subsidiaries shall sell sell, mortgage or otherwise transfer), in one or more transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or one or more of its wholly wholly-owned Subsidiaries in one or more transactions, each of a transaction which complies with Section 11(o) hereof), then, and in each such case, proper provision shall be made so that (Ai) each holder of a Right (except as otherwise provided herein) shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price, in accordance with the terms of this AgreementAgreement and in lieu of Common Shares, such number of common shares of such other Person (including the Company as successor thereto or as the surviving corporation), validly authorized and issued, fully paid paid, nonassessable and nonassessable Common Shares fully tradeable and free and clear of the Principal Party (as hereinafter defined), free of any liens, encumbrances, rights of call or first refusal refusal, transfer restrictions, encumbrances or other adverse claims, as shall be equal to the result obtained by (1A) multiplying the then current Purchase Price by the number of one-hundredths of a Preferred Share Common Shares for which a Right was is then exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Triggering Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one-hundredths of a Preferred Share for which a Right was exercisable immediately prior to the first occurrence of a Triggering Event by the Purchase Price in effect immediately prior to such first occurrence) and (2) dividing that product by (which, following the first occurrence of a Section 13 Event, shall be referred to as the “Total Exercise Price” for each Right and for all purposes of this AgreementB) by 50% of the Current Per Share Market Price, as then current per share market price of the common shares of such other Person (determined pursuant to Section 11(d) hereof, of the Common Shares of such Principal Party ) on the date of consummation of such Section 13 Eventconsolidation, merger, sale or transfer; (Bii) the issuer of such Principal Party common shares shall thereafter be liable for, and shall assume, assume by virtue of such Section 13 Eventconsolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (Ciii) the term “"Company” " shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Eventissuer; and (Div) such Principal Party issuer shall take such steps (including, but not limited to, the reservation of a sufficient number of its Common Sharescommon shares in accordance with Section 9 hereof) in connection with the such consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares common shares thereafter deliverable upon the exercise of the Rights. If the Common Shares of such Person is not at such time and has not been continuously over the preceding 12-month period registered under Section 12 of the Exchange Act, or such Person is not a corporation, and such Person is a direct or indirect Subsidiary or Affiliate of another Person that has registered common shares outstanding, the foregoing obligations will be assumed by such other Person; (2) in case such Person is a Subsidiary, directly or indirectly, or Affiliate of more than one Person, the common shares of two or more of which are and have been so registered, the foregoing obligations shall refer to whichever of such Persons is the issuer of common shares having the greatest aggregate market value; and (3) in case such Person is owned, directly or indirectly, by an entity other than a corporation formed by two or more Persons that are not owned, directly or indirectly, by the same Person, the rules set forth in (1) and (2) above shall apply to each of the chains of ownership having an interest in such entity as if such party were a "Subsidiary" of both or all of the participants in such entity and the parties in each such chain shall bear the obligations set forth in this Section 13 in the same ratio as their direct or indirect interests in such Person bear to the total of such interest. The Company shall not consummate any such consolidation, merger, sale or transfer unless prior thereto the Company and such issuer shall have executed and delivered to the Rights Agent a supplemental agreement so providing; and further providing that, as soon as practicable after the date of any consolidation, merger, sale or transfer of assets mentioned above, such Person at its own expense will:
(i) prepare and file a registration statement under the Act with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, will use its best efforts to cause such registration statement to become effective as soon as practicable after such filing and will use its best efforts to cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act) until the earlier of the Redemption Date or the Final Expiration Date;
(ii) use its best efforts to qualify or register the Rights and the securities purchasable upon exercise of the Rights under the blue sky laws of such jurisdictions as may be necessary or appropriate; and
(iii) deliver to holders of the Rights historical financial statements for the such party and each of its Affiliates which comply in all material respects with the requirements for registration on Form 10 under the Exchange Act. The Company shall not enter into any transaction of the kind referred to in this Section 13 if at the time of such transaction there are any rights, warrants, instruments or securities outstanding or any agreements or arrangements which, as a result of the consummation of such transaction, would eliminate or substantially diminish the benefits intended to be afforded by the Rights. The provisions of this Section 13 shall similarly apply to successive mergers or consolidations or sales or other transfers. The rights under this Section 13 shall be in addition to the rights to exercise Rights and adjustments under Section 11(a)(ii) and shall survive any exercise thereunder.
Appears in 1 contract
Samples: Rights Agreement (Crown Crafts Inc)
Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Stock Acquisition Date, directly or indirectly: , (ix) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company or that complies with Section 11(o) hereof); , and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (iiy) any Person (other than a Subsidiary of the Company in a transaction that which complies with Section 11(o) hereof) shall consolidate with the Companywith, or merge with and into or into, the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger; , all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property, or (iiiz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating more than fifty percent (50% or more %) of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or one or more any Subsidiary of its wholly owned Subsidiaries the Company in one or more transactions, transactions each of which complies with Section 11(o) hereof), then, and in each such case, proper provision shall be made so that that: (Ai) each holder of a Right (Right, except as otherwise provided hereinin Section 7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid paid, nonassessable and nonassessable freely tradable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined), free of not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of one one-hundredths of a share of Preferred Share Stock for which a Right was is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Triggering Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one one-hundredths of a Preferred Share share for which a Right was exercisable immediately prior to the first occurrence of a Triggering Section 11(a)(ii) Event by the Purchase Price in effect immediately prior to such first occurrence) ), and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the “Total Exercise "Purchase Price” " for each Right and for all purposes of this Agreement) by fifty percent (50% %) of the Current Per Share Market Price, as current market price (determined pursuant to Section 11(d11(d)(i) hereof, ) per share of the Common Shares Stock of such Principal Party on the date of consummation of such Section 13 Event; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (Ciii) the term “"Company” " shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (Div) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common SharesStock) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights; provided, however, that upon the subsequent occurrence of any merger, consolidation, sale of all or substantially all assets, recapitalization, reclassification of shares, reorganization or other extraordinary transaction in respect of such Principal Party, each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right and payment of the Purchase Price, such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had he, at the time of such transaction, owned the shares of Common Stock of the Principal Party purchasable upon the exercise of a Right, and such Principal Party shall take such steps (including, but not limited to, reservation of shares of stock) as may be necessary to permit the subsequent exercise of the Rights in accordance with the terms hereof for such cash, shares, rights, warrants and other property; and (v) the provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any Section 13 Event.
Appears in 1 contract
Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Dateevent, directly or indirectly: , at any time after the Flip-In Event (i) the Company shall consolidate with, with or shall merge with and into, or convert into any other Person (other than a Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company or that complies with Section 11(o) hereof); Person, (ii) any Person (other than a Subsidiary of the Company in a transaction that complies with Section 11(o) hereof) shall consolidate with the Companyconsolidate, merge or merge convert with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation consolidation, merger or merger; conversion and, in connection therewith, all or part of the Shares shall be changed into or exchanged for stock or other securities of any other Person (or of the Company) or cash or any other property, or (iii) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or one or more of its wholly wholly-owned Subsidiaries in one or more transactions, each of which complies with Section 11(o) hereofthe Company), then, and in each then upon the first occurrence of such caseevent, proper provision shall be made so that that: (A) each holder of a Right (except as otherwise provided hereinother than Rights which have become void pursuant to Section 11(a)(ii) hereof) shall thereafter have the right to receive, upon the exercise thereof at the Purchase Price (as theretofore adjusted in accordance with Section 11(a)(ii) hereof), in accordance with the terms of this AgreementAgreement and in lieu of Preferred Shares or Shares of the Company, such number of validly authorized and issued, fully paid paid, non-assessable and nonassessable freely tradeable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined), free of not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of one-hundredths of a Preferred Share for which a Right was exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Triggering Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one-hundredths of a Preferred Share for which a Right was exercisable immediately prior to the first occurrence of a Triggering Event by dividing the Purchase Price (as theretofore adjusted in effect immediately prior to such first occurrenceaccordance with Section 11(a)(ii) and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the “Total Exercise Price” for each Right and for all purposes of this Agreementhereof) by 50% of the Current Per Share Market Price, as current per share market price of the Common Stock of such Principal Party (determined pursuant to Section 11(d) hereof, of the Common Shares of such Principal Party ) on the date of consummation of such consolidation, merger, conversion, sale or transfer; provided, however, that the Purchase Price (as theretofore adjusted in accordance with Section 13 Event11(a)(ii) hereof) and the number of shares of Common Stock of such Principal Party so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(f) hereof to reflect any events occurring in respect of the Common Stock of such Principal Party after the occurrence of such consolidation, merger, conversion, sale or transfer; (B) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Eventconsolidation, merger, conversion, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (C) the term “Company” shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (D) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its shares of Common SharesStock in accordance with Section 9 hereof) in connection with the such consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to the shares of its Common Shares Stock thereafter deliverable upon the exercise of the Rights; provided that, upon the subsequent occurrence of any consolidation, merger, conversion, sale or transfer of assets or other extraordinary transaction in respect of such Principal Party, each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right and payment of the Purchase Price as provided in this Section 13(a), such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had such holder, at the time of such transaction, owned the Common Stock of the Principal Party receivable upon the exercise of a Right pursuant to this Section 13(a), and such Principal Party shall take such steps (including, but not limited to, reservation of shares of stock) as may be necessary to permit the subsequent exercise of the Rights in accordance with the terms hereof for such cash, shares, rights, warrants and other property.
Appears in 1 contract
Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Stock Acquisition Date, directly or indirectly: , (ix) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company or that complies with Section 11(o) hereof); , and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (iiy) any Person (other than a Subsidiary of the Company in a transaction that which complies with Section 11(o) hereof) shall consolidate with, or merger with or into, the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger; , all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property, or (iiiz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or one or more any Subsidiary of its wholly owned Subsidiaries the Company in one or more transactions, transactions each of which complies with Section 11(o) hereof) (any event described in (x), (y) or (z) being referred to hereinafter as a "Section 13 Event"), then, and in each such casecase (except as may be contemplated by Section 13(d) hereof), proper provision provisions shall be made so that that: (Ai) each holder of a Right (Right, except as otherwise provided hereinmay be contemplated by Section 7(e) hereof), shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid paid, non-assessable and nonassessable freely tradeable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined), free of not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1i) multiplying the then current Purchase Price by the number of shares (in one one-hundredths hundredth (.01) of a share increments) of Series A Preferred Share Stock for which a Right was is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Triggering Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such shares (in one one-hundredths hundredth (.01) of a Preferred Share share increments) for which a Right was exercisable immediately prior to the first occurrence of a Triggering Event by the Purchase Price in effect immediately prior to such first occurrence) and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the “Total Exercise Price” for each Right and for all purposes of this Agreement) by 50% of the Current Per Share Market Price, as determined pursuant to Section 11(d) hereof, of the Common Shares of such Principal Party on the date of consummation of such Section 13 Event; (B) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (C) the term “Company” shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (D) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its Common Shares) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.first
Appears in 1 contract
Samples: Rights Agreement (Midway Games Inc)
Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Stock Acquisition Date, directly or indirectly: , (ix) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of and the Company in a transaction shall not be the principal purpose continuing or surviving corporation of which is to change the state of incorporation of the Company such consolidation or that complies with Section 11(o) hereof); merger, (iiy) any Person (other than a Subsidiary of the Company in a transaction that complies with Section 11(o) hereof) shall consolidate with the Companywith, or merge with and into or into, the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger; , and, in connection with such consolidation or merger all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property, or (iiiz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries subsidiaries shall sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or one or more of its wholly owned Subsidiaries in one or more transactions, each of which complies with Section 11(o) hereof)Persons, then, and in each such case, proper provision shall be made so that that: (Ai) each holder of a Right (Rights Certificate, except as otherwise provided hereinin Section 7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, such number of validly authorized and issued, -24- fully paid paid, nonassessable and nonassessable freely tradeable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined), free of not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of one one-hundredths of a share of Preferred Share Stock for which a Right is exercisable immediately prior to the first occurrence of an event described in clauses (x), (y) or (z) of this Section 13(a) (a "Section 13 Event") (or, if an event described in Section 11(a)(ii) has occurred prior to the Section 13 Event, multiplying the number of such one one-hundredths of a share of Preferred Stock for which a Right was exercisable immediately prior to the first occurrence of a such an event described in Section 13 Event (or, if a Triggering Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one-hundredths of a Preferred Share for which a Right was exercisable immediately prior to the first occurrence of a Triggering Event 11(a)(ii) by the Purchase Price in effect immediately prior to such first occurrence) ), and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the “Total Exercise "Purchase Price” " for each Right and for all purposes of this Agreement) by (2) 50% of the Current Per Share Market Price, as current per share market price (determined pursuant to Section 11(d11(d)(i) hereof, ) of the Common Shares Stock of such Principal Party on the date of consummation of such Section 13 Event; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (Ciii) the term “"Company” " shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (Div) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common SharesStock) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights; and (v) the provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any Section 13 Event.
Appears in 1 contract
Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Dateevent, directly or indirectly: , at any time after a Section 11(a)(ii) Event,
(i) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of Person, and the Company in a transaction shall not be the principal purpose continuing or surviving corporation of which is to change the state of incorporation of the Company such consolidation, merger or that complies with Section 11(o) hereof); combination,
(ii) any Person (other than a Subsidiary of the Company in a transaction that complies with Section 11(o) hereof) shall consolidate with the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation merger and, in connection with such merger, all or merger; part of the Common Shares shall be changed into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property, or
(iii) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or one or more of its wholly wholly-owned Subsidiaries (for purposes hereof, the "earning power" of the Company and its Subsidiaries shall be determined in one good faith by the Company's Board of Directors on the basis of the operating earnings of each business operated by the Company and its Subsidiaries during the three fiscal years preceding the date of such determination (or, in the case of any business not operated by the Company or more transactionsany Subsidiary during three full fiscal years preceding such date, each of which complies with Section 11(o) hereofduring the period such business was operated by the Company or any Subsidiary)), then, and in each upon the first occurrence of such caseevent, proper provision shall be made so that that
(A) each holder of a Right (except as otherwise provided hereinin Section 7(e) hereof) shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-thousandths of a Preferred Share for which a Right is then exercisable, in accordance with the terms of this Agreement-33- Agreement and in lieu of Preferred Shares or Common Shares, such number of validly authorized and issued, fully paid paid, non-assessable and nonassessable freely tradeable shares of Common Shares Stock of the Principal Party (as such term in hereinafter defined), free of not subject to any liens, encumbrances, rights of first refusal or other adverse claims, claims as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of one-hundredths of a Preferred Share for which a Right was exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Triggering Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one-hundredths of a Preferred Share for which a Right was exercisable immediately prior to the first occurrence of a Triggering Event by the Purchase Price in effect immediately prior to such first occurrence) and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the “Total Exercise Price” for each Right and for all purposes of this Agreement) by 50% of the Current Per Share Market Price, as determined pursuant to Section 11(d) hereof, of the Common Shares of such Principal Party on the date of consummation of such Section 13 Event; (B) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (C) the term “Company” shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (D) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its Common Shares) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.dividing
Appears in 1 contract
Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Stock Acquisition Date, directly or indirectly: , (ix) the Company shall consolidate with, or merge with and or into, any other Person (other than a Subsidiary of Person, and the Company in a transaction shall not be the principal purpose continuing or surviving corporation of which is to change the state of incorporation of the Company such consolidation or that complies with Section 11(o) hereof); merger, (iiy) any Person (other than a Subsidiary of the Company in a transaction that complies with Section 11(o) hereof) shall consolidate with the Companywith, or merge with and into or into, the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger; , all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property, or (iiiz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or one or more of its wholly owned Subsidiaries in one or more transactions, each of which complies with Section 11(o) hereof)Persons, then, and in each such case, proper provision shall be made so that : (Ai) each holder of a Right (Right, except as otherwise provided hereinin Section 7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid paid, non-assessable and nonassessable freely tradeable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined), free of not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of such one one-hundredths of a Preferred Share share for which a Right was exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Triggering Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one-hundredths of a Preferred Share for which a Right was exercisable immediately prior to the first occurrence of a Triggering 11(a)(ii) Event by the Purchase Price in effect immediately prior to such first occurrence) , and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the “Total Exercise "Purchase Price” " for each Right and for all purposes of this Agreement) by (2) 50% of the Current Per Share Market Price, as current market price (determined pursuant to Section 11(d11(d)(i) hereof, ) per share of the Common Shares Stock of such Principal Party on the date of consummation of such Section 13 Event; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (Ciii) the term “"Company” " shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (Div) such Principal Party shall
(a) shall take such steps not apply to the transactions set forth in clauses (includingx), but not limited to, the reservation of a sufficient number of its Common Shares(y) and (z) above if (1) in connection with the consummation case of any clauses (x) and (y), such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise other Person is a Subsidiary of the RightsCompany and the transaction complies with Section 11(o) hereof, and (2) in the case of clause (z), such Person is the Company and/or any Subsidiary of the Company and the transaction or transactions comply with Section 11(o) hereof.
Appears in 1 contract
Samples: Rights Agreement (Elcor Corp)
Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Dateevent, directly or indirectly: , at any time after a Person has become an Acquiring Person, (i) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of and the Company in a transaction shall not be the principal purpose continuing or surviving entity of which is to change the state of incorporation of the Company such consolidation or that complies with Section 11(o) hereof); merger, (ii) any Person (other than a Subsidiary of the Company in a transaction that complies with Section 11(o) hereof) shall consolidate with the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation entity of such consolidation or merger and, in connection with such consolidation or merger; , all or part of the Common Shares of the Company shall be changed into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property or (iii) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or one or more of its wholly wholly-owned Subsidiaries in one or more transactions, each of which complies with Section 11(o) hereof(any such event being a "Flip-Over Event"), then, and in each such case, proper provision shall be made so that (A) each holder of a Right (except as otherwise provided herein) shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable, in accordance with the terms of this AgreementAgreement and, in lieu of Preferred Shares, such number of validly authorized and issued, fully paid and nonassessable non-assessable Common Shares of the Principal Party (as such term is hereinafter defined), free of which shares shall not be subject to any liens, encumbrances, rights of first refusal refusal, transfer restrictions or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right was is then exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Triggering Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one-hundredths of a Preferred Share for which a Right was exercisable immediately prior to the first occurrence of a Triggering Event and dividing that product by the Purchase Price in effect immediately prior to such first occurrence) and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the “Total Exercise Price” for each Right and for all purposes of this Agreement) by 50% of the Current Per Share Market Price, as then current per share market price of the Common Shares of the Principal Party (determined pursuant to Section 11(d) hereof, of the Common Shares of such Principal Party ) on the date of consummation of such Section 13 Flip-Over Event; (B) such the Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Eventconsolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (C) the term “"Company” " shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (D) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its Common SharesShares in accordance with Section 9 hereof) in connection with the such consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its the Common Shares thereafter deliverable upon the exercise of the Rights. The Company shall not consummate any such consolidation, merger, sale or transfer unless prior thereto the Company and such Principal Party shall have executed and delivered to the Rights Agent a supplemental agreement so providing and further providing that, as soon as practicable after the date of any such consolidation, merger or sale of assets, the Principal Party, at its own expense, will:
(x) prepare and file a registration statement under the Act with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, and will use its best efforts to cause such registration statement to (1) become effective as soon as practicable after such filing and (2) remain effective (with a prospectus at all times meeting the requirements of the Act) until the Expiration Date;
(y) use commercially reasonable efforts either (1) to list (or continue the listing of) the Common Shares of the Principal Party on a national securities exchange or (2) cause such Common Shares to be reported by NASDAQ or such other transaction reporting system then in use; and
(z) deliver to holders of the Rights historical financial statements for the issuer and each of its Affiliates which comply in all respects with the requirements for registration on Form 10 under the Exchange Act. The Company shall not enter into any transaction of the kind referred to in this Section 13 if at the time of such transaction there are any rights, warrants, instruments or securities outstanding or any agreements or arrangements which, as a result of the consummation of such transaction, would eliminate or substantially diminish the benefits intended to be afforded by the Rights. The provisions of this Section 13 shall similarly apply to successive mergers or consolidations or sales or other transfers.
Appears in 1 contract
Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Datetime at which any Person becomes an Acquiring Person, directly or indirectly: (i) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company or that complies with Section 11(o) hereof); Person, (ii) any Person (other than a Subsidiary of the Company in a transaction that complies with Section 11(o) hereof) shall consolidate with the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation merger and, in connection with such merger, all or merger; part of the Common Stock shall be changed into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property, or (iii) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or one or more of its wholly wholly-owned Subsidiaries in one or more transactions, each of which complies with Section 11(o) hereofsubsidiaries), then, and in each such case, proper provision shall be made so that (A) each holder of a Right (except as otherwise provided herein) shall thereafter have the right to receive, upon the exercise thereof at the Purchase Price in effect immediately prior to such Person becoming an Acquiring Person multiplied by the number of one one-thousandths of a share of Preferred Stock for which a Right is then exercisable, in accordance with the terms of this AgreementAgreement and in lieu of shares of Preferred Stock, such number of shares of validly authorized and issued, fully paid paid, non-assessable and nonassessable Common Shares freely tradable Senior Voting Stock (as hereinafter defined) of the Principal Party (as hereinafter defined) (including the Company as successor thereto or as the surviving corporation), free of unencumbered and not subject to any liens, encumbrances, rights of call or first refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current such Purchase Price by the then number of one one-hundredths thousandths of a share of Preferred Share Stock for which a Right was is then exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Triggering Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one-hundredths of a Preferred Share for which a Right was exercisable immediately prior to the first occurrence of a Triggering Event and dividing that product by the Purchase Price in effect immediately prior to such first occurrence) and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the “Total Exercise Price” for each Right and for all purposes of this Agreement) by 50% of the Current Per Share Market Price, as determined pursuant to Section 11(d) hereof, current market price per share of the Common Shares Senior Voting Stock of such Principal Party (determined in the manner described in Section 11(d)) on the date of consummation of such Section 13 Eventconsolidation, merger, sale or transfer; (B) such the Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Eventconsolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (C) the term “Company” shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Eventsuch consolidation, merger, sale or transfer; and (D) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common SharesSenior Voting Stock in accordance with Section 9, with each reference to Preferred Stock in Section 9 being deemed to be a reference to the shares of its Senior Voting Stock) in connection with the such consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to the shares of its Common Shares Senior Voting Stock thereafter deliverable upon the exercise of the Rights.
Appears in 1 contract
Samples: Rights Agreement (Tesoro Corp /New/)
Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Stock Acquisition Date, directly or indirectly: , (iw) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company or that complies with Section 11(o11(m) hereof); , and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (iix) any Person (other than a Subsidiary of the Company in a transaction that complies with Section 11(o11(m) hereof) shall consolidate with the Companywith, or merge with and into or into, the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger; , all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property, (y) the Company shall be a party to a statutory share exchange with any other Person (other than a Subsidiary of the Company in a transaction that complies with Section 11(m) hereof) after which the Company is a Subsidiary of any other Person, or (iiiz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or one or more any Subsidiary of its wholly owned Subsidiaries the Company in one or more transactions, transactions each of which complies with Section 11(o11(m) hereof), then, and in each such case, proper provision shall be made so that that: (Ai) each record holder of a Right (Right, except as otherwise provided hereinin Section 7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid paid, nonassessable and nonassessable freely tradable shares of Common Shares Stock of the Principal Party (as hereinafter defined), free of not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of one-hundredths Units of a Preferred Share Stock for which a Right was is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Triggering Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one-hundredths of a Preferred Share Units for which a Right was exercisable immediately prior to the first occurrence of a Triggering Section 11(a)(ii) Event by the Purchase Price in effect immediately prior to such first occurrence) ), and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the “Total Exercise Purchase Price” for each Right and for all purposes of this Agreement) by 50% of the Current Per Share Market Price, as current market price (determined pursuant to Section 11(d11(d)(i) hereof, ) per share of the Common Shares Stock of such Principal Party on the date of consummation of such Section 13 Event; and (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (Ciii) the term “Company” shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (Div) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common SharesStock) in connection with the consummation of any such transaction as may be necessary to assure ensure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights; and (v) the provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any Section 13 Event.
Appears in 1 contract
Samples: Rights Agreement (Tredegar Corp)
Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Stock Acquisition Date, directly or indirectly: , (iw) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company or that complies with Section 11(o11(m) hereof); , and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (iix) any Person (other than a Subsidiary of the Company in a transaction that complies with Section 11(o11(m) hereof) shall consolidate with the Companywith, or merge with and into or into, the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger; , all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property, (y) the Company shall be a party to a statutory share exchange with any other Person (other than a Subsidiary of the Company in a transaction that complies with Section 11(m) hereof) after which the Company is a Subsidiary of any other Person, or (iiiz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or one or more any Subsidiary of its wholly owned Subsidiaries the Company in one or more transactions, transactions each of which complies with Section 11(o11(m) hereof), then, and in each such case, proper provision shall be made so that that: (Ai) each record holder of a Right (Right, except as otherwise provided hereinin Section 7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid paid, nonassessable and nonassessable freely tradeable shares of Common Shares Stock of the Principal Party (as hereinafter defined), free of not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of one-hundredths shares of a Preferred Share Common Stock for which a Right was is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Triggering Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one-hundredths of a Preferred Share shares for which a Right was exercisable immediately prior to the first occurrence of a Triggering Section 11(a)(ii) Event by the Purchase Price in effect immediately prior to such first occurrence) ), and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the “Total Exercise "Purchase Price” " for each Right and for all purposes of this Agreement) by 50% of the Current Per Share Market Price, as current market price (determined pursuant to Section 11(d11(d)(i) hereof, ) per share of the Common Shares Stock of such Principal Party on the date of consummation of such Section 13 Event; and (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (Ciii) the term “"Company” " shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (Div) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common SharesStock) in connection with the consummation of any such transaction as may be necessary to assure ensure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights.; and (v) the provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any Section 13 Event. "
Appears in 1 contract
Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) a. In the event that, following the Shares Stock Acquisition Date, directly or indirectly: , either (ix) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company or that complies with Section 11(o) hereof); , and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (iiy) any Person (other than a Subsidiary of the Company in a transaction that which complies with Section 11(o) hereof) shall consolidate with the Companywith, or merge with and into or into, the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger; , all or part of the outstanding shares of Company Common Stock shall be converted into or exchanged for stock or other securities of any other Person or cash or any other property, or (iiiz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) to any Person or Persons (other than the Company or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o) hereof), in one or more transactions, transactions assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to (any other Person or Persons (other than the Company or one or more of its wholly owned Subsidiaries in one or more transactions, each of which complies with such event being a “Section 11(o) hereof13 Event”), then, and in each such case, proper provision shall be made so that that: (Ai) each holder of a Right (Right, except as otherwise provided herein) in Section 7(e), shall thereafter have the right to receive, upon the exercise thereof in accordance with at the terms of this Agreementthen current Purchase Price, such number of validly authorized and issued, fully paid and nonassessable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined), free of which shares shall not be subject to any liens, encumbrances, rights of first refusal refusal, transfer restrictions or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of one-hundredths Units of a Preferred Share Stock for which a Right was is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Triggering Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one-hundredths of a Preferred Share Units for which a Right was would be exercisable immediately prior to hereunder but for the first occurrence of a Triggering such Section 11(a)(ii) Event by the Purchase Price which would be in effect immediately prior to hereunder but for such first occurrence) and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the “Total Exercise Purchase Price” for each Right and for all purposes of this Agreement) by 50% of the Current Per Share Market Price, as current market price (determined pursuant to Section 11(d) hereof, ) per share of the Common Shares Stock of such Principal Party on the date of consummation of such Section 13 Event; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (Ciii) the term “Company” shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (Div) such Principal Party shall take such steps (including, but not limited to, to the reservation of a sufficient number of shares of its Common SharesStock) in connection with the consummation of any such transaction as may be necessary to assure ensure that the provisions hereof of this Agreement shall thereafter be applicable, as nearly as reasonably may be, in relation applicable to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights; and (v) the provisions of Section 11(a)(ii) shall be of no further effect following the first occurrence of any Section 13 Event.
Appears in 1 contract
Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Stock Acquisition Date, directly or indirectly: , (ix) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company or that complies with Section 11(o) hereof); , and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (iiy) any Person (other than a Subsidiary of the Company in a transaction that which complies with Section 11(o) hereof) shall consolidate with the Companywith, or merge with and into or into, the Company Company, and the Company shall be the continuing or surviving corporation of such 20 - RIGHTS AGREEMENT consolidation or merger and, in connection with such consolidation or merger; , all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property, or (iiiz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or one or more any Subsidiary of its wholly owned Subsidiaries the Company in one or more transactions, transactions each of which complies with Section 11(o) hereof), then, and in each such case, proper provision shall be made so that that: (Ai) each holder of a Right (Right, except as otherwise provided hereinin Section 7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid paid, nonassessable and nonassessable freely tradable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined), free of not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of one one-hundredths of a share of Preferred Share Stock for which a Right was exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Triggering Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one one-hundredths of a share of Preferred Share Stock for which a Right was exercisable immediately prior to the first occurrence of a Triggering Section 11(a)(ii) Event by the Purchase Price in effect immediately prior to such first occurrence) ), and (2) dividing that product (whichwhich product, following the first occurrence of a Section 13 Event, shall be referred to as the “Total Exercise "Purchase Price” " for each Right and for all purposes of this Agreement) by 50% of the Current Per Share Market Price, as determined pursuant to Section 11(d) hereof, current market price per share of the shares of Common Shares Stock of such Principal Party on the date of consummation of such Section 13 EventEvent (or the fair market value on such date of other securities or property of the Principal Party, as provided for herein); (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (Ciii) the term “"Company” " shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (Div) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common SharesStock) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights; and (v) the provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any Section 13 Event.
Appears in 1 contract
Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date, directly or indirectly: (i) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company or that complies with Section 11(o) hereof); (ii) any Person (other than a Subsidiary of the Company in a transaction that complies with Section 11(o) hereof) shall consolidate with the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger; or (iii) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or one or more of its wholly owned Subsidiaries in one or more transactions, each of which complies with Section 11(o) hereof), then, and in each such case, proper provision shall be made so that (A) each holder of a Right (except as otherwise provided herein) shall thereafter have the right to receive, upon the exercise thereof in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid and nonassessable Common Shares of the Principal Party (as hereinafter defined), free of any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of one-hundredths of a Preferred Share for which a Right was exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Triggering Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one-hundredths of a Preferred Share for which a Right was exercisable immediately prior to the first occurrence of a Triggering Event by the Purchase Price in effect immediately prior to such first occurrence) and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the “Total Exercise Price” "TOTAL EXERCISE PRICE" for each Right and for all purposes of this Agreement) by 50% of the Current Per Share Market Price, as determined pursuant to Section 11(d) hereof, of the Common Shares of such Principal Party on the date of consummation of such Section 13 Event; (B) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (C) the term “"Company” " shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (D) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its Common Shares) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.
Appears in 1 contract
Samples: Preferred Shares Rights Agreement (Glenayre Technologies Inc)
Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Dateevent, directly or indirectly: , at any time after a Person has become an Acquiring Person, (i) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of and the Company in a transaction shall not be the principal purpose continuing or surviving entity of which is to change the state of incorporation of the Company such consolidation or that complies with Section 11(o) hereof); merger, (ii) any Person (other than a Subsidiary of the Company in a transaction that complies with Section 11(o) hereof) shall consolidate with the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation entity of such consolidation or merger and, in connection with such consolidation or merger; , all or part of the Common Shares of the Company shall be changed into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property or (iii) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or one or more of its wholly wholly-owned Subsidiaries in one or more transactions, each of which complies with Section 11(o) hereof(any such event being a "Flip-Over Event"), then, and in each such case, proper provision shall be made so that (A) each holder of a Right (except as otherwise provided herein) shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable, in accordance with the terms of this AgreementAgreement and, in lieu of Preferred Shares, such number of validly authorized and issued, fully paid and nonassessable non-assessable Common Shares of the Principal Party (as such term is hereinafter defined), free of which shares shall not be subject to any liens, encumbrances, rights of first refusal refusal, transfer restrictions or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right was is then exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Triggering Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one-hundredths of a Preferred Share for which a Right was exercisable immediately prior to the first occurrence of a Triggering Event and dividing that product by the Purchase Price in effect immediately prior to such first occurrence) and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the “Total Exercise Price” for each Right and for all purposes of this Agreement) by 50% of the Current Per Share Market Price, as then current per share market price of the Common Shares of the Principal Party (determined pursuant to Section 11(d) hereof, of the Common Shares of such Principal Party ) on the date of consummation of such Section 13 Flip-Over Event; (B) such the Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Eventconsolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (C) the term “"Company” " shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (D) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its Common SharesShares in accordance with Section 9 hereof) in connection with the such consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its the Common Shares thereafter deliverable upon the exercise of the Rights.. The Company shall not consummate any such consolidation, merger, sale or transfer unless prior thereto the Company and such Principal Party shall have executed and delivered to the Rights Agent a supplemental agreement so providing and further providing that, as soon as practicable after the date of any such consolidation, merger or sale of assets, the Principal Party, at its own expense, will:
(x) prepare and file a registration statement under the Act with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, and will use its best efforts to cause such registration statement to (1) become effective as soon as practicable after such filing and (2) remain effective (with a prospectus at all times meeting the requirements of the Act) until the Expiration Date;
Appears in 1 contract
Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Datefirst occurrence of a Section 11(a)(ii) Event, directly or indirectly: , either (ix) the Company shall consolidate with, or merge with and into, any other Person (other than a wholly owned Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company or that complies with Section 11(o) hereof); , and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (iiy) any Person (other than a wholly owned Subsidiary of the Company in a transaction that complies which compiles with Section 11(o) hereof) shall consolidate with the Companywith, or merge with and into or into, the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger; , all or part of the outstanding shares of Company Common Stock shall be changed into or exchanged for stock or other securities of the Company or any other Person or cash or any other property, or (iiiz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) to any Person or Persons (other than the Company or any of its wholly owned Subsidiaries in one or more transactions each of which complies with Section 11(o) hereof), in one or more transactions, assets assets, cash flow or earning power aggregating 50% or more of the assets assets, cash flow or earning power of the Company and its Subsidiaries (taken as a whole) to (any other Person or Persons (other than the Company or one or more of its wholly owned Subsidiaries in one or more transactions, each of which complies with such event being a “Section 11(o) hereof13 Event”), then, and in each such case, proper provision shall be made so that that: (Ai) each holder of a Right Right, (except other than Rights which have become void as otherwise provided hereinin Section 7(e) hereof), shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price, in accordance with the terms this Agreement and in lieu of this AgreementUnits of Preferred Stock or shares of Company Common Stock, such number of validly authorized and issued, fully paid paid, nonassessable and nonassessable freely tradeable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined), free of which shares shall not be subject to any liens, encumbrances, rights of call or first refusal refusal, transfer restrictions or other adverse claims, as shall be equal to the result obtained by (1) multiplying (x) the then current Purchase Price by (y) the number of one-hundredths Units of a Preferred Share Stock for which a Right was is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Triggering Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying (x) the number of such one-hundredths of a Preferred Share Units for which a Right was exercisable hereunder immediately prior to the such first occurrence of a Triggering Section 11(a)(ii) Event by (y) the Purchase Price in effect immediately prior to such first occurrence) and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the “Total Exercise Purchase Price” for each Right and for all purposes of this Agreement) by 50% of the Current Per Share Market Price, as current market price (determined pursuant to Section 11(d) hereof, ) per share of the Common Shares Stock of such Principal Party on the date of consummation of such Section 13 Event, provided, however, that the Purchase Price (as theretofore adjusted in accordance with Section 11(a)(ii) hereof) and the number of shares of Common Stock of such Principal Party so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(f) hereof to reflect any events occurring in respect of the Common Stock of such Principal Party after the occurrence of such Section 13 Event; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (Ciii) the term “Company” shall thereafter be deemed to refer to such Principal PartyParty in all respects, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (Div) such Principal Party shall take such steps (including, but not limited to, the authorization and reservation of a sufficient number of shares of its Common SharesStock in accordance with Section 9 hereof) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof of this Agreement shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights, such Principal Person shall take such steps as may be necessary to assure that, upon the subsequent occurrence of any merger, consolidation, sale of all or substantially all of the assets, recapitalization, reclassification of shares, reorganization or other extraordinary transaction in respect of such Principal Party, each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right and payment of the Purchase Price, such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had it, at the time of such transaction, owned the shares of Common Stock of the Principal Party purchasable upon the exercise of a Right, and such Principal Party shall take such steps (including, but not limited to, reservation of shares of stock) as may be necessary to permit the subsequent exercise of the Rights in accordance with the terms hereof for such cash, shares, rights, warrants and other property; and (v) the provisions of Section 11(a)(ii) hereof shall be of no further effect following the first occurrence of any Section 13 Event.
Appears in 1 contract
Samples: Rights Agreement (Aerocentury Corp)
Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date, directly or indirectly: , (ix) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company or that complies with Section 11(o11(n)) hereof); and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (iiy) any Person (other than a Subsidiary of the Company in a transaction that which complies with Section 11(o) hereof11(n)) shall consolidate with the Companyconsolidate, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger; , all or part of the Common Stock shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property, or (iiiz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or one or more any of its wholly owned Subsidiaries in one or more transactions, transactions each of which complies with Section 11(o11(n) hereof), then, and in each such case, case proper provision shall be made so that (Ai) each holder of a Right (except as otherwise provided hereinin Section 7(e)) shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid paid, non-assessable and nonassessable freely tradable shares of Common Shares Stock of the Principal Party (as hereinafter defined), free of not subject to any liens, encumbrances, rights of call or first refusal refusal, or other adverse claims, claims as shall be equal to the result re- xxxx obtained by (1) multiplying the then current Purchase Price by the then number of one one-hundredths of a share of Preferred Share Stock for which a Right was is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Triggering Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one one-hundredths of a Preferred Share share for which a Right was exercisable immediately prior to the first occurrence of a Triggering Section 11(a)(ii) Event by the Purchase Price in effect immediately prior to such first occurrence) ), and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the “Total Exercise "Purchase Price” " for each Right and for all purposes of this Agreement) by (2) 50% of the Current Per Share Market Price, as determined pursuant to Section 11(d) hereof, Price per share of the Common Shares Stock of such Principal Party (determined in the manner described in Section 11(d)) on the date of consummation of such Section 13 Eventconsolidation, merger, sale or transfer; (Bii) such the Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (Ciii) the term “"Company” " shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall thereafter apply only to such Principal Party following the first occurrence of a Section 13 EventParty; and (Div) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common SharesStock in accordance with Section 9) in connection with the such consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to the shares of its Common Shares Stock thereafter deliverable upon the exercise of the Rights; and (v) the provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any Section 13 Event.
Appears in 1 contract
Samples: Rights Agreement (First Industrial Realty Trust Inc)
Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Stock Acquisition Date, directly or indirectly: , either (ix) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company or that complies with Section 11(o) hereof); , and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (iiy) any Person (other than a Subsidiary of the Company in a transaction that which complies with Section 11(o) hereof) shall consolidate with the Companywith, or merge with and into or into, the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger; , all or part of the outstanding shares of Company Common Stock shall be converted into or exchanged for stock or other securities of any other Person or cash or any other property, or (iiiz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) to any Person or Persons (other than the Company or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o) hereof), in one or more transactions, transactions assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to (any other Person or Persons (other than the Company or one or more of its wholly owned Subsidiaries in one or more transactions, each of which complies with such event being a “Section 11(o) hereof13 Event”), then, and in each such case, proper provision shall be made so that that: (Ai) each holder of a Right (Right, except as otherwise provided herein) in Section 7(e), shall thereafter have the right to receive, upon the exercise thereof in accordance with at the terms of this Agreementthen current Purchase Price, such number of validly authorized and issued, fully paid and nonassessable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined), free of which shares shall not be subject to any liens, encumbrances, rights of first refusal refusal, transfer restrictions or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of one-hundredths Units of a Preferred Share Stock for which a Right was is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Triggering Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one-hundredths of a Preferred Share Units for which a Right was would be exercisable immediately prior to hereunder but for the first occurrence of a Triggering such Section 11(a)(ii) Event by the Purchase Price which would be in effect immediately prior to hereunder but for such first occurrence) and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the “Total Exercise Purchase Price” for each Right and for all purposes of this Agreement) by 50% of the Current Per Share Market Price, as current market price (determined pursuant to Section 11(d) hereof, ) per share of the Common Shares Stock of such Principal Party on the date of consummation of such Section 13 Event; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (Ciii) the term “Company” shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (Div) such Principal Party shall take such steps (including, but not limited to, to the reservation of a sufficient number of shares of its Common SharesStock) in connection with the consummation of any such transaction as may be necessary to assure ensure that the provisions hereof of this Agreement shall thereafter be applicable, as nearly as reasonably may be, in relation applicable to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights; and (v) the provisions of Section 11(a)(ii) shall be of no further effect following the first occurrence of any Section 13 Event.
Appears in 1 contract
Samples: Rights Agreement (Mothers Work Inc)
Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Stock Acquisition DateDate or at a time when Continuing Directors constitute less than a majority of the Company's Board of Directors, directly or indirectly: , (ix) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company or that complies with Section 11(o) hereof); ), and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (iiy) any Person (other than a Subsidiary of the Company in a transaction that which complies with Section 11(o) hereof)) shall consolidate with the Companywith, or merge with and into or into, the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger; , all or part of the outstanding shares of Company Common Stock shall be converted into or exchanged for stock or other securities of any other Person or cash or any other property, or (iiiz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) to any Person or Persons (other than the Company or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o)), in one or more transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to (any other Person or Persons (other than the Company or one or more of its wholly owned Subsidiaries in one or more transactions, each of which complies with Section 11(o) hereofsuch event being a "SECTION 13 EVENT"), then, and in each such case, proper provision shall be made so that that: (Ai) each holder of a Right (Right, except as otherwise provided herein) in Section 7(e), shall thereafter have the right to receive, upon the exercise thereof in accordance with at the terms of this Agreementthen current Purchase Price, such number of validly authorized and issued, fully paid and nonassessable non-assessable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined), free of which shares shall not be subject to any liens, encumbrances, rights of first refusal refusal, transfer restrictions or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of one-hundredths of a Preferred Share Units for which a Right was is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Triggering Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one-hundredths of a Preferred Share Units for which a Right was would be exercisable immediately prior to hereunder but for the first occurrence of a Triggering such Section 11(a)(ii) Event by the Purchase Price which would be in effect immediately prior to hereunder but for such first occurrence) and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the “Total Exercise Price” for each Right and "PURCHASE PRICE" for all purposes of this Agreement) by 50% of the Current Per Share Market Price, as Price (determined pursuant to Section 11(d)) hereof, per share of the Common Shares Stock of such Principal Party on the date of consummation of such Section 13 Event; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (Ciii) the term “"Company” " shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (Div) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common SharesStock) in connection with the consummation of any such transaction as may be necessary to assure ensure that the provisions hereof of this Agreement shall thereafter be applicable, as nearly as reasonably may be, in relation applicable to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights; and (v) the provisions of Section 11(a)(ii) shall be of no further effect following the first occurrence of any Section 13 Event.
Appears in 1 contract
Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Stock Acquisition Date, directly or indirectly: , (ix) the Company shall will consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company or that complies with Section 11(o) hereof); , and the Company will not be the continuing or surviving corporation of such consolidation or merger, (iiy) any Person (other than a Subsidiary of the Company in a transaction that which complies with Section 11(o) hereof) shall will consolidate with the Companywith, or merge with and into or into, the Company Company, and the Company shall will be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger; , all or part of the outstanding shares of Common Stock will be changed into or exchanged for stock or other securities of any other Person or cash or any other property, or (iiiz) the Company shall will sell or otherwise transfer (or one or more of its Subsidiaries shall will sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or one or more any Subsidiary of its wholly owned Subsidiaries the Company in one or more transactions, transactions each of which complies with Section 11(o) hereof), then, and in each such casecase (except as may be contemplated by Section 13(d) hereof) (a "FLIP-OVER EVENT"), proper provision shall will be made so that that:
(Ai) each holder of a Right (Right, except as otherwise provided hereinin Section 7(e) shall hereof, will thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid paid, non-assessable and nonassessable Common Shares freely tradeable shares of common stock of the Principal Party (as such term is hereinafter defined), free of not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall will be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of one-hundredths Units of Preferred Stock for which a Right is exercisable immediately prior to the first occurrence of a Preferred Share Flip-over Event (or, if a Flip-in Event has occurred prior to the first occurrence of a Flip-over Event, multiplying the number of such Units for which a Right was exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Triggering Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such oneFlip-hundredths of a Preferred Share for which a Right was exercisable immediately prior to the first occurrence of a Triggering in Event by the Purchase Price in effect immediately prior to such first occurrence) ), and (2) dividing that product (which, following the first occurrence of a Section 13 Flip-over Event, shall will be referred to as the “Total Exercise Price” "PURCHASE PRICE" for each Right and for all purposes of this Agreement) by (2) 50% of the Current Per Share Market Price, as current market price (determined pursuant to Section 11(d11(d)(i) hereof, ) per share of the Common Shares common stock of such Principal Party on the date of consummation of such Section 13 Flip-over Event; ;
(Bii) such Principal Party shall will thereafter be liable for, and shall will assume, by virtue of such Section 13 Flip-over Event, all the obligations and duties of the Company pursuant to this Agreement; ;
(Ciii) the term “Company” shall "COMPANY" will thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall will apply only to such Principal Party following the first occurrence of a Section 13 Flip-over Event; and ;
(Div) such Principal Party shall will take such steps (including, but not limited to, including the reservation of a sufficient number of shares of its Common SharesStock) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall will thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights; and
(v) the provisions of Section 11(a)(ii) hereof will be of no effect following the first occurrence of any Flip-over Event.
Appears in 1 contract
Samples: Rights Agreement (Alkermes Inc)
Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following from and after the Shares Acquisition Datetime an Acquiring Person has become such, directly or indirectly: , (ix) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of Person, and the Company in a transaction shall not be the principal purpose continuing or surviving corporation of which is to change the state of incorporation of the Company such consolidation or that complies with Section 11(o) hereof); merger, (iiy) any Person (other than a Subsidiary of the Company in a transaction that complies with Section 11(o) hereof) shall consolidate with the Companywith, or merge with and into or into, the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger; , and, in connection with such consolidation or merger, all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of the Company or any other Person or cash or any other property, or (iiiz) the Company shall sell sell, lease or otherwise transfer (or one or more of its Subsidiaries shall sell sell, lease or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or one or more of its any wholly owned Subsidiaries Subsidiary of the Company or any combination thereof in one or more transactions, transactions each of which complies (and all of which together comply) with Section 11(o) hereof), then, and in each such casecase (except as may be contemplated by Section 13(d) hereof), proper provision shall be made so that that: (Ai) the Purchase Price shall be adjusted to be the Purchase Price immediately prior to the first occurrence of a Triggering Event multiplied by the number of Fractional Shares of Common Stock for which a Right was exercisable immediately prior to such first occurrence; (ii) on and after the Distribution Date, each holder of a Right (Right, except as otherwise provided hereinin Section 7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at the Purchase Price in accordance with the terms of this Agreement, in lieu of Fractional Shares of Common Stock of the Company, such number of validly authorized and issued, fully paid paid, nonassessable and nonassessable freely tradeable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined), free of not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of one-hundredths of a Preferred Share for which a Right was exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Triggering Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one-hundredths of a Preferred Share for which a Right was exercisable immediately prior to the first occurrence of a Triggering Event by dividing the Purchase Price in effect immediately prior to such first occurrence) and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the “Total Exercise Price” for each Right and for all purposes of this Agreement) by 50% of the Current Per Share Market Price, as determined pursuant to Section 11(d) hereof, Price per share of the Common Shares Stock of such Principal Party on the date of consummation of such Section 13 Flip-Over Event; provided that the Purchase Price and the number of shares of Common Stock of such Principal Party issuable upon exercise of each Right shall be further adjusted as provided in this Agreement to reflect any events occurring after the date of such first occurrence of a Triggering Event or after the date of such Flip-Over Event, as applicable; (Biii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Flip-Over Event, all the obligations and duties of the Company pursuant to this Agreement; (Civ) the term “Company” shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Flip-Over Event; and (Dv) such Principal Party shall take such steps (including, but not limited towithout limitation, the reservation of a sufficient number of shares of its Common SharesStock) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights; and (vi) the provisions of Section 11(a)(ii) hereof shall be of no effect following the occurrence of any Flip-Over Event.
Appears in 1 contract
Samples: Rights Agreement (SPSS Inc)
Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Stock Acquisition Date, Date directly or indirectly: , (ix) the Company shall consolidate with, or merge with and into, any other Person or Persons (other than a Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company or that complies with Section 11(o) hereof); , and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (iiy) any Person or Persons (other than a Subsidiary of the Company in a transaction that which complies with Section 11(o) hereof) shall consolidate with the Companywith, or merge with and into or into, the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger; , all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property or the shares of Common Stock held by stockholders of the Company immediately prior to the consummation of the transaction which remain outstanding shall constitute less than 50% of the total number of shares of Common Stock outstanding immediately following consummation of the transaction, or (iiiz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a wholewhole and calculated on the basis of the Company's most recent regularly prepared financial statements) to any other Person or Persons (other than the Company or one or more of its wholly owned Subsidiaries in one or more transactionstransactions involving only the Company and/or any Subsidiary of the Company, each of which complies with Section 11(o) hereof), then, and in each such casecase (except as may be contemplated by Section 13(d) hereof), proper provision shall be made so that that: (Ai) each holder of a Right (Right, except as otherwise provided hereinin Section 7(e) shall thereafter hereof, shall, thereafter, have the right to receive, upon the exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid paid, non-assessable and nonassessable freely tradeable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined), free of not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of one one-hundredths of a share of Preferred Share Stock for which a Right was is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Triggering Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one one-hundredths of a Preferred Share share for which a Right was exercisable immediately prior to the first occurrence of a Triggering Section 11(a)(ii) Event by the Purchase Price in effect immediately prior to such first occurrence) ), and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the “Total Exercise "Purchase Price” " for each Right and for all purposes of this Agreement) by 50% of the Current Per Share Market Price, as Price (determined pursuant to Section 11(d11(d)(i) hereof, ) per share of the Common Shares Stock of such Principal Party on the date of consummation of such Section 13 Event; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (Ciii) the term “"Company” " shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (Div) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common SharesStock) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights; and (v) the provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any Section 13 Event.
Appears in 1 contract
Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, on or following the Shares Stock Acquisition Date, directly or indirectly: , (ix) the Company Corporation shall consolidate with, or merge with and into, any Interested Stockholder or, if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person Person, (other than a Subsidiary of y) the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company or that complies with Section 11(o) hereof); (ii) any Person (other than a Subsidiary of the Company in a transaction that complies with Section 11(o) hereof) Corporation shall consolidate with the Companywith, or merge with and into the Company with, any Interested Stockholder or, if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, and the Company Corporation shall be the continuing or surviving corporation of such consolidation or merger; merger (other than, in a case of any transaction described in (x) or (iiiy), a merger or consolidation which would result in all of the Voting Securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the Voting Securities of the Corporation or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company Corporation shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company Corporation and its Subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders or, if in such transaction all holders of Common Stock are not treated alike, any other Person or Persons (other than the Company Corporation or one or more any Subsidiary of its wholly owned Subsidiaries the Corporation in one or more transactions, transactions each of which complies with does not violate Section 11(o11(n) hereof), then, and in each such casecase (except as provided in Section 13(d) hereof), proper provision shall be made so that (Ai) each holder of a Right (Right, except as otherwise provided hereinin Section 7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price, in accordance with the terms of this AgreementAgreement and in lieu of Preferred Shares, such number of validly authorized and issued, fully paid and nonassessable freely tradeable shares of Common Shares Stock of the Principal Party (as hereinafter defined), free of not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of one-hundredths of a Preferred Share for which a Right was exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Triggering Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one-hundredths of a Preferred Share for which a Right was exercisable immediately prior to the first occurrence of a Triggering Event by the Purchase Price in effect immediately prior to such first occurrence) and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the “Total Exercise Price” for each Right and for all purposes of this Agreement) by 50% of the Current Per Share Market Price, as determined pursuant to Section 11(d) hereof, of the Common Shares of such Principal Party on the date of consummation of such Section 13 Event; (B) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (C) the term “Company” shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (D) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its Common Shares) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.equal
Appears in 1 contract
Samples: Rights Agreement (American Oncology Resources Inc /De/)
Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Stock Acquisition Date, directly or indirectly: , (ix) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company or that complies with Section 11(o) hereof); , and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (iiy) any Person (other than a Subsidiary of the Company in a transaction that which complies with Section 11(o) hereof) shall consolidate with the Companywith, or merge with and into or into, the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger; , all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property, or (iiiz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power aggregating more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or one or more any Subsidiary of its wholly owned Subsidiaries the Company in one or more transactions, transactions each of which complies with Section 11(o) hereof), then, and in each such casecase (except as may be contemplated by Section 13(d) hereof), proper provision shall be made so that that: (Ai) each holder of a Right (Right, except as otherwise provided hereinin Section 7(e) hereof, shall thereafter have the right to receive, receive upon the exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid paid, nonassessable and nonassessable freely tradeable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined), free of not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1l) multiplying the then current Purchase Price by the number of one one-hundredths of a share of Preferred Share Stock for which a Right was is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Triggering Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one one-hundredths of a share of Preferred Share Stock for which a Right was exercisable immediately prior to the first occurrence of a Triggering Section 11(a)(ii) Event by the Purchase Price in effect immediately prior to such first occurrence) ), and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the “Total Exercise "Purchase Price” " for each Right and for all purposes of this Agreement) by (2) 50% of the Current Per Share Market Price, as current market price (determined pursuant to Section 11(d11(d)(i) hereof, ) per share of the Common Shares Stock of such Principal Party on the date of consummation of such Section 13 Event; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (Ciii) the term “"Company” " shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (Div) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common SharesStock) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights; and (v) the provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any Section 13 Event.
Appears in 1 contract
Samples: Rights Agreement (Allegiance Corp)
Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Datefirst occurrence of a Section 11(a)(ii) Event, directly or indirectly: , either (ix) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of Person, and the Company in a transaction shall not be the principal purpose continuing or surviving corporation of which is to change the state of incorporation of the Company such consolidation or that complies with Section 11(o) hereof); merger, (iiy) any Person (other than a Subsidiary of the Company in a transaction that complies with Section 11(o) hereof) shall consolidate with the Companywith, or merge with and into or into, the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger; , all or part of the outstanding shares of Company Common Stock shall be changed into or exchanged for stock or other securities of the Company or any other Person or cash or any other property, or (iiiz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) to any Person or Persons (other than the Company or any of its wholly owned Subsidiaries in one or more transactions each of which complies with Section 11(o) hereof), in one or more transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to (any other Person or Persons (other than the Company or one or more of its wholly owned Subsidiaries in one or more transactions, each of which complies with such event being a "Section 11(o) hereof13 Event"), then, and in each such case, proper provision shall be made so that that: (Ai) each holder of a Right (except other than Rights which have become void as otherwise provided hereinin Section 7(e) hereof), shall thereafter have the right to receive, upon the exercise thereof at the Purchase Price (as theretofore adjusted in accordance with Section 11(a)(ii) hereof), in accordance with the terms of this AgreementAgreement and in lieu of Units of Preferred Stock or shares of Company Common Stock, such number of validly authorized and issued, fully paid paid, non-assessable and nonassessable freely tradeable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined), free of any liens, encumbrances, rights of first refusal or other adverse claims, as which shares shall not be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of one-hundredths of a Preferred Share for which a Right was exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Triggering Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one-hundredths of a Preferred Share for which a Right was exercisable immediately prior to the first occurrence of a Triggering Event by the Purchase Price in effect immediately prior to such first occurrence) and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the “Total Exercise Price” for each Right and for all purposes of this Agreement) by 50% of the Current Per Share Market Price, as determined pursuant to Section 11(d) hereof, of the Common Shares of such Principal Party on the date of consummation of such Section 13 Event; (B) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (C) the term “Company” shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (D) such Principal Party shall take such steps (including, but not limited subject to, the reservation of a sufficient number of its Common Shares) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.
Appears in 1 contract
Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In Subject to Section 23 hereof, in the event that, following the Shares Stock Acquisition Date, directly or indirectly: ,
(ix) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company or that complies with Section 11(o) hereof); ,
(iiy) any Person (other than a Subsidiary of the Company in a transaction that which complies with Section 11(o) hereof) shall consolidate with the Companywith, or merge with and into or into, the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger; , all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person (iiior of the Company) or cash or any other property, or
(z) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or one or more and/or any of its wholly owned Subsidiaries in one or more transactions, transactions each of which complies with Section 11(o) hereof), then, and in each such case, proper provision shall be made so that that:
(Ai) each holder of a Right (Right, except as otherwise provided hereinin Section 7(e) shall hereof, shall, upon the expiration of the Redemption Period (as defined in Section 23(a) hereof), thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid paid, non-assessable and nonassessable freely tradable shares of Common Shares Stock of the Principal Party (as hereinafter defined), free of not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by by
(1) multiplying the then current Purchase Price by the number of one one-hundredths thousandths of a share of Preferred Share Stock for which a Right was exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Triggering Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one one-hundredths thousandths of a share of Preferred Share Stock for which a Right was exercisable immediately prior to the first occurrence of a Triggering Section 11(a)(ii) Event by the Purchase Price in effect immediately prior to such first occurrence) and ), and
(2) dividing that product (whichwhich product, following the first occurrence of a Section 13 Event, shall be referred to as the “Total Exercise Purchase Price” for each Right and for all purposes of this Agreement) by 50% of the Current Per Share Market Price, as determined pursuant to Section 11(d) hereof, current per share market price of the shares of Common Shares Stock of such Principal Party on the date of consummation of such Section 13 Event; Event (Bor the fair market value on such date of other securities or property of the Principal Party, as provided for herein);
(ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; ;
(Ciii) the term “Company” shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and ;
(Div) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common SharesStock) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights; and
(v) the provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any Section 13 Event.
Appears in 1 contract
Samples: Rights Agreement (Royal Gold Inc)
Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Stock Acquisition Date, directly or indirectly: , (ix) the Company shall will consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company or that complies with Section 11(o) hereof); , and the Company will not be the continuing or surviving corporation of such consolidation or merger, (iiy) any Person (other than a Subsidiary of the Company in a transaction that which complies with Section 11(o) hereof) shall will consolidate with the Companywith, or merge with and into or into, the Company Company, and the Company shall will be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger; , all or part of the outstanding shares of Common Stock will be changed into or exchanged for stock or other securities of any other Person or cash or any other property, or (iiiz) the Company shall will sell or otherwise transfer (or one or more of its Subsidiaries shall will sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or one or more any Subsidiary of its wholly owned Subsidiaries the Company in one or more transactions, transactions each of which complies with Section 11(o) hereof), then, and in each such casecase (except as may be contemplated by Section 13(d) hereof) (a "Flip-over Event"), proper provision shall will be made so that that:
(Ai) each holder of a Right (Right, except as otherwise provided hereinin Section 7(e) shall hereof, will thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid paid, non-assessable and nonassessable Common Shares freely tradeable shares of common stock of the Principal Party (as such term is hereinafter defined), free of not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall will be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of one-hundredths Units of Preferred Stock for which a Right is exercisable immediately prior to the first occurrence of a Preferred Share Flip-over Event (or, if a Flip-in Event has occurred prior to the first occurrence of a Flip-over Event, multiplying the number of such Units for which a Right was exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Triggering Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such oneFlip-hundredths of a Preferred Share for which a Right was exercisable immediately prior to the first occurrence of a Triggering in Event by the Purchase Price in effect immediately prior to such first occurrence) ), and (2) dividing that product (which, following the first occurrence of a Section 13 Flip-over Event, shall will be referred to as the “Total Exercise "Purchase Price” " for each Right and for all purposes of this Agreement) by 50% of the Current Per Share Market Price, as current market price (determined pursuant to Section 11(d11(d)(i) hereof, ) per share of the Common Shares common stock of such Principal Party on the date of consummation of such Section 13 Flip-over Event; ;
(Bii) such Principal Party shall will thereafter be liable for, and shall will assume, by virtue of such Section 13 Flip-over Event, all the obligations and duties of the Company pursuant to this Agreement; ;
(Ciii) the term “"Company” shall " will thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall will apply only to such Principal Party following the first occurrence of a Section 13 Flip-over Event; and ;
(Div) such Principal Party shall will take such steps (including, but not limited to, including the reservation of a sufficient number of shares of its Common SharesStock) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall will thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights; and
(v) the provisions of Section 11(a)(ii) hereof will be of no effect following the first occurrence of any Flip-over Event.
Appears in 1 contract
Samples: Rights Agreement (Alkermes Inc)
Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) Reduction of Purchase Price in the Event of Consolidation, Merger, or Sale or Transfer of Assets or Earning Power. In the event that, following the Shares Stock Acquisition Date, directly or indirectly: , (ix) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company or that complies with Section 11(o) hereof); , and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (iiy) any Person (other than a Subsidiary of the Company in a transaction that which complies with Section 11(o) hereof) shall consolidate with the Companywith, or merge with and into or into, the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger; , all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property, or (iiiz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), ) in one transaction or more a series of related transactions, assets or earning power aggregating more than fifty percent (50% or more %) of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or one or more any Subsidiary of its wholly owned Subsidiaries the Company in one or more transactions, transactions each of which complies with Section 11(o) hereof), then, and in each such case, proper provision provisions shall be made so that that: (Ai) each holder of a Right (Right, except as otherwise provided hereinin Section 7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price (disregarding any adjustment of the Purchase Price pursuant to Section 11(a)(ii) hereof) in accordance with the terms of this AgreementPlan, such number of validly authorized and issued, fully paid paid, nonassessable and nonassessable freely tradeable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined), free of not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of one-hundredths shares of a Preferred Share Common Stock for which a Right was is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Triggering Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one-hundredths of a Preferred Share shares for which a Right right was exercisable immediately prior to the first occurrence of a Triggering Section 11(a)(ii) Event by the Purchase Price in effect immediately prior to such first occurrence) ), and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the “Total Exercise "Purchase Price” " for each Right and for all purposes of this AgreementPlan) by (2) fifty percent (50% %) of the Current Per Share Market Price, as current market price (determined pursuant to Section 11(d11(d)(i) hereof, ) per share of the Common Shares Stock of such Principal Party on the date of consummation of such Section 13 Event; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this AgreementPlan; (Ciii) the term “"Company” " shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (Div) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common SharesStock) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights; and (v) the provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any Section 13 Event.
Appears in 1 contract
Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Stock Acquisition Date, directly or indirectly: , (ix) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of and the Company in a transaction shall not be the principal purpose continuing or surviving corporation of which is to change the state of incorporation of the Company such consolidation or that complies with Section 11(o) hereof); merger, (iiy) any Person (other than a Subsidiary of the Company in a transaction that complies with Section 11(o) hereof) shall consolidate with the Companywith, or merge with and into or into, the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger; , and, in connection with such consolidation or merger all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property, or (iiiz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries subsidiaries shall sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning -22- power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or one or more of its wholly owned Subsidiaries in one or more transactions, each of which complies with Section 11(o) hereof)Persons, then, and in each such case, proper provision shall be made so that that: (Ai) each holder of a Right (Rights Certificate, except as otherwise provided hereinin Section 7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid paid, nonassessable and nonassessable freely tradeable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined), free of not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of one one-hundredths of a share of Preferred Share Stock for which a Right is exercisable immediately prior to the first occurrence of an event described in clauses (x), (y) or (z) of this Section 13(a) (a "Section 13 Event") (or, if an event described in Section 11(a)(ii) has occurred prior to the Section 13 Event, multiplying the number of such one one-hundredths of a share of Preferred Stock for which a Right was exercisable immediately prior to the first occurrence of a such an event described in Section 13 Event (or, if a Triggering Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one-hundredths of a Preferred Share for which a Right was exercisable immediately prior to the first occurrence of a Triggering Event 11(a)(ii) by the Purchase Price in effect immediately prior to such first occurrence) ), and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the “Total Exercise "Purchase Price” " for each Right and for all purposes of this Agreement) by (2) 50% of the Current Per Share Market Price, as current per share market price (determined pursuant to Section 11(d11(d)(i) hereof, ) of the Common Shares Stock of such Principal Party on the date of consummation of such Section 13 Event; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (Ciii) the term “"Company” " shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (Div) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common SharesStock) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights; and (v) the provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any Section 13 Event.
Appears in 1 contract
Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date, directly or indirectly: :
(i) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company or that which complies with Section 11(o) hereof); ;
(ii) any Person (other than a Subsidiary of the Company in a transaction that complies with Section 11(o) hereof) shall consolidate with the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger; or or
(iii) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or one or more of its wholly owned Subsidiaries in one or more transactions, each of which complies with Section 11(o) hereof), ; then, and in each such case, proper provision shall be made so that that
(A) each holder of a Right (except as otherwise provided herein) shall thereafter have the right to receive, upon the exercise thereof in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid and nonassessable Common Shares of the Principal Party (as hereinafter defined), free of any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of one-hundredths thousandths of a Preferred Share for which a Right was exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Triggering Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one-hundredths thousandths of a Preferred Share for which a Right was exercisable immediately prior to the first occurrence of a Triggering Event by the Purchase Price in effect immediately prior to such first occurrence) and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the “"Total Exercise Price” " for each Right and for all purposes of this Agreement) by 50% of the Current Per Share Market Price, as current per share market price (determined pursuant to Section 11(d) hereof, ) of the Common Shares of such Principal Party on the date of consummation of such Section 13 Event; ;
(B) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (C) the term “Company” shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (D) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its Common Shares) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.;
Appears in 1 contract
Samples: Rights Agreement (Micrion Corp /Ma/)
Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Stock Acquisition Date, directly or indirectly: , (i) the Company shall consolidate consolidates with, or merge with and merges with, or into, any other Person (other than a Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company or that complies with Section 11(o) hereof11(n)), and the Company is not the continuing or surviving Person of such consolidation or merger; (ii) any Person (other than a Subsidiary of the Company in a transaction that complies with Section 11(o11(n)) hereof) shall consolidate with consolidates with, or merges with, or into, the Company, or merge with and into the Company and the Company shall be is the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Common Stock are changed into or exchanged for stock or other securities of any other Person or cash or any other property; or (iii) the Company shall sell sells or otherwise transfer transfers (or one or more of its Subsidiaries shall sell sells or otherwise transfertransfers), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or one or more any Subsidiary of its wholly owned Subsidiaries the Company in one or more transactions, transactions each of which complies with Section 11(o) hereof11(n)), then, and in each such casecase (except as contemplated by Section 13(d)), proper provision shall will be made so that (A) each holder of a Right (Right, except as otherwise provided hereinin Section 7(e) shall or Section 13(d), will thereafter have the right to receive, upon the exercise thereof of such Right at the then current Purchase Price multiplied times the number of one one- hundredths of a share of Preferred Stock for which a Right is then exercisable, in accordance with the terms of this AgreementAgreement and in lieu of one one-hundredth of a share of Preferred Stock, such number of validly authorized and issued, fully paid paid, nonassessable and nonassessable freely tradable shares of Common Shares Stock of the Principal Party (as hereinafter defineddefined below), free of not subject to any liens, encumbrances, preemptive rights, rights of first refusal or other adverse claims, as shall be are equal to the result obtained by (1) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one one-hundredths of a Preferred Share for which a Right was exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Triggering Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one-hundredths of a Preferred Share for which a Right was exercisable immediately prior to the first occurrence of a Triggering 11(a)(ii) Event by the Purchase Price in effect immediately prior to such first occurrence) ), and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall will be referred to as the “Total Exercise "Purchase Price” " for each Right and for all purposes of this Agreement) by 50% of the Current Per Share Market Price, as determined pursuant to Section 11(d) hereof, Price per share of the Common Shares Stock of such Principal Party on the date of consummation of such Section 13 Event; (B) such Principal Party shall will thereafter be liable for, and shall will assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (C) the term “"Company” shall " will thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall will apply only to such Principal Party following the first occurrence of a Section 13 Event; and (D) such Principal Party shall will take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common SharesStock) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall of this Agreement will thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights; and (E) the provisions of Section 11(a)(ii) will be of no effect following the first occurrence of any Section 13 Event.
Appears in 1 contract
Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Stock Acquisition Date, directly or indirectly: , (i) the Company shall consolidate consolidates with, or merge with and merges with, or into, any other Person (other than a Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company or that complies with Section SECTION 11(o) hereof)), and the Company is not the continuing or surviving Person of such consolidation or merger; (ii) any Person (other than a Subsidiary of the Company in a transaction that complies with Section SECTION 11(o)) hereof) shall consolidate with consolidates with, or merges with, or into, the Company, or merge with and into the Company and the Company shall be is the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Class A Common Stock and/or Class B Common Stock, as the case may be, is changed into or exchanged for stock or other securities of any other Person or cash or any other property; or (iii) the Company shall sell sells or otherwise transfer transfers (or one or more of its Subsidiaries shall sell sells or otherwise transfertransfers), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or one or more any Subsidiary of its wholly owned Subsidiaries the Company in one or more transactions, transactions each of which complies with Section SECTION 11(o) hereof)), then, and in each such casecase (except as contemplated by SECTION 13(d)), proper provision shall will be made so that (A) each holder of a Right (Right, except as otherwise provided hereinin SECTION 7(e) shall or SECTION 13(E), will thereafter have the right to receive, upon the exercise thereof of such Right at the then current Purchase Price in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid paid, nonassessable, and nonassessable freely tradable shares of Common Shares Stock of the Principal Party (as hereinafter defineddefined below), free of not subject to any liens, encumbrances, preemptive rights, rights of first refusal refusal, or other adverse claims, as shall be are equal to the result obtained by (1) multiplying the then current Purchase Price by the number of one-hundredths of a Preferred Share Rights Shares for which a Right was is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Triggering Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one-hundredths of a Preferred Share Rights Shares for which a Right was exercisable immediately prior to the first occurrence of a Triggering Section 11(a)(ii) Event by the Purchase Price in effect immediately prior to such first occurrence) ), and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall will be referred to as the “Total Exercise "Purchase Price” " for each Right and for all purposes of this Agreement) by 50% of the Current Per Share Market Price, as determined pursuant to Section 11(d) hereof, Price per share of the Common Shares Stock of such Principal Party on the date of consummation of such Section 13 Event; (B) such Principal Party shall will thereafter be liable for, and shall will assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (C) the term “"Company” shall " will thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section SECTION 11 hereof shall will apply only to such Principal Party following the first occurrence of a Section 13 Event; and (D) such Principal Party shall will take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common SharesStock) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall of this Agreement will thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights; and (E) the provisions of SECTION 11(A)(II) will be of no effect following the first occurrence of any Section 13 Event.
Appears in 1 contract
Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In Subject to Section 23 of this Agreement, in the event that, following the Shares Stock Acquisition Date, directly or indirectly: ,
(ix) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company or that complies with Section 11(o) hereof); , and the Company shall not be the continuing or surviving corporation of such consolidation or merger,
(iiy) any Person (other than a Subsidiary of the Company in a transaction that which complies with Section 11(o) hereof) shall consolidate with the Companywith, or merge with and into or into, the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger; , all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property, or
(iiiz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or one or more any Subsidiary of its wholly owned Subsidiaries the Company in one or more transactions, transactions each of which complies with Section 11(o) hereof), then, and in each such case, proper provision shall be made so that that:
(Ai) each holder of a Right (Right, except as otherwise provided hereinin Section 7(e) shall hereof, shall, upon the expiration of the Redemption Period, thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid paid, non-assessable and nonassessable freely tradable shares of Common Shares Stock of the Principal Party (as hereinafter defined)Party, free of not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by by
(1) multiplying the then current Purchase Price by the number of one-hundredths one thousandths of a share of Preferred Share Stock for which a Right was exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Triggering Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one-hundredths one thousandths of a share of Preferred Share Stock for which a Right was exercisable immediately prior to the first occurrence of a Triggering Section 11(a)(ii) Event by the Purchase Price in effect immediately prior to such first occurrence) and ), and
(2) dividing that product (whichwhich product, following the first occurrence of a Section 13 Event, shall be referred to as the “Total Exercise "Purchase Price” " for each Right and for all purposes of this Agreement) by 50% of the Current Per Share Market Price, as determined pursuant to Section 11(d) hereof, Price per share of the shares of Common Shares Stock of such Principal Party on the date of consummation of such Section 13 Event; Event (Bor the fair market value on such date of other securities or property of the Principal Party, as provided for herein);
(ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (C) the term “Company” shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (D) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its Common Shares) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.;
Appears in 1 contract
Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Stock Acquisition Date, directly or indirectly: , (ia) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company or that complies with Section 11(o) hereof); ) and the Company shall not be the continuing or surviving Person of such consolidation or merger, (iib) any Person (other than a Subsidiary of the Company in a transaction that complies with Section 11(o) hereof) shall consolidate with the Companywith, or merge with and into or into, the Company Company, and the Company shall be the continuing or surviving corporation Person of such consolidation or merger and, in connection with such consolidation or merger; , all or part of the Common Stock of the Company shall be changed or otherwise transformed into other stock or other securities of any other Person or the Company, or cash or any other property, or (iiic) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or more a series of related transactions, more than 25% of (1) the assets or earning power aggregating 50% or more (taken at net asset value as stated on the books of the Company and determined on a consolidated basis in accordance with GAAP) and excluding the sale or transfer of inventory and assets in the ordinary course of business or (2) the earning power of the Company and its Subsidiaries (taken as determined on a wholeconsolidated basis in accordance with GAAP) to any other Person or Persons (other than the Company or one or more any Subsidiary of its wholly owned Subsidiaries the Company in one or more transactions, transactions each of which complies with Section 11(o) hereof), ) then, from and in each after such caseevent, proper provision shall be made so that (A) that:
i. each holder of a Right (Right, except as otherwise provided hereinin Section 7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at the Exercise Price in effect at the time of such exercise in accordance with the terms of this Agreement, such number of whole or fractional shares of validly authorized and issued, fully paid paid, non-assessable, and nonassessable Common Shares freely tradeable common stock of the such Principal Party (as hereinafter defineddefined in Section 1(ee)), free and clear of any liens, encumbrances, rights of first refusal refusal, or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Exercise Price by the number of one-hundredths of a Preferred Share for which a Right was exercisable in effect immediately prior to the first occurrence of a any Common Stock Event described in this Section 13 Event (or, if a Triggering Event has occurred prior to the first occurrence of a Section 13 Event, multiplying by the number of such one-hundredths shares of a Preferred Share Common Stock for which a Right was is exercisable immediately prior to the first occurrence of a Triggering Event by the Purchase Price in effect immediately prior to such first occurrenceoccurrence (and without taking into account any prior adjustment made pursuant to 11(a)(ii)) and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the “Total Exercise Price” for each Right and for all purposes of this Agreement) by 50% of the Current Per Share Market Price, as determined pursuant to Section 11(d) hereof, Price per share of the Common Shares Stock of such the Principal Party on determined as of the date of consummation of such Section 13 Event; (B) such consolidation, merger, sale, or transfer;
ii. the Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Eventconsolidation, merger, sale, or transfer, all the obligations and duties of the Company pursuant to this Agreement; (C) ;
iii. the term “"Company” " shall thereafter be deemed deemed, for all purposes of this Agreement, to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof (other than Section 11(a)(ii) hereof) shall apply only to such Principal Party following the first occurrence of a Common Stock Event described in this Section 13 Event; and (D) 13;
iv. such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Sharescommon stock) in connection with the such consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to the whole or fractional shares of its Common Shares common stock thereafter deliverable upon the exercise of the Rights; and
v. the provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any Common Stock Event described in clauses (a), (b) or (c) of this Section 13. The Company shall not consummate any such consolidation, merger, sale or transfer unless (i) such Principal Party shall have a sufficient number of authorized shares of its common stock which have not been issued or reserved for issuance as will permit the exercise in full of the Rights in accordance with this Section 13, and (ii) prior thereto the Company and such Principal Party shall have executed and delivered to the Rights Agent a supplemental agreement so providing and further providing that as soon as practicable after the date of any Common Stock Event described above in this Section 13 such issuer shall:
(A) prepare and file a registration statement under the Act, with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, and will use its best efforts to cause such registration statement to (i) become effective as soon as practicable after such filing and (ii) remain effective (with a prospectus at all times meeting the requirements of the Act) until the Expiration Date;
(B) use its best efforts to qualify or register the Rights and the securities purchasable upon exercise of such Rights under the Blue Sky laws of such jurisdictions as may be necessary or appropriate; and
(C) will deliver to holders of the Rights historical financial statements of such Principal Party and each of its Affiliates or Associates which comply in all respects with the requirements for registration on Form 10 (or other appropriate form) under the Exchange Act. Furthermore, in case the Principal Party has any provision in any of its authorized securities or in its charter or by-laws or other agreement or instrument governing its affairs, which provision would have the effect of causing such Principal Party to issue, in connection with, or as a consequence of, the consummation of a Common Stock Event described in clauses (a), (b), or (c) of this Section 13, whole or fractional shares of common stock of such Principal Party at less than the then Current Market Price per share thereof (as defined in Section 11(d)), or to issue securities exercisable for, or convertible into, common stock of such Principal Party at less than such then Current Market Price, then, in such event, the Company hereby agrees with each holder of the Rights that it shall not consummate any such transaction unless prior thereto the Company and such Principal Party shall have executed and delivered to the Rights Agent a supplemental agreement providing that such provision in question shall have been canceled, waived, or amended so that it will have no effect in connection with, or as a consequence of, the consummation of the proposed transaction. The provisions of this Section 13 shall similarly apply to successive mergers or consolidations or sales or other transfers. In the event that a Common Stock Event described in this Section 13 shall occur at any time after the occurrence of a Common Stock Event described in Section 11(a)(ii) hereof, the Rights which have not theretofore been exercised shall thereafter become exercisable, except as provided in Section 7(e) hereof, in the manner described in this Section 13.
Appears in 1 contract
Samples: Shareholder Rights Agreement (Scotts Liquid Gold Inc)
Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, on or following the Shares Acquisition Distribution Date, directly or indirectly: , (ix) the Company shall consolidate with, or merge with and into, into any other Person (other than a Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company or that complies with Section 11(o) hereof); (ii) any Person (other than a Subsidiary subsidiary of the Company in a transaction that complies with does not violate Section 11(o11(n) hereof, (y) the Company shall consolidate with the Companywith, or merge with and into with, any other Person other than a subsidiary of the Company in a transaction that does not violate Section 11(n) hereof, and the Company shall be the continuing or surviving corporation of such consolidation or merger; merger (other than, in a case of any transaction described in (x) or (iiiy), a merger or consolidation which would result in all of the securities generally entitled to vote in the election of directors ("voting securities") of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more a series of related transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or one or more any Subsidiary of its wholly owned Subsidiaries the Company in one or more transactions, transactions each of which complies with does not violate Section 11(o11(n) hereof), then, and in each such casecase (except as provided in Section 13(d) hereof), proper provision shall be made so that (Ai) each holder of a Right (Right, except as otherwise provided hereinin Section 11(a) hereof, shall thereafter have the right to receive, upon the exercise thereof in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid and nonassessable Common Shares of the Principal Party (as hereinafter defined), free of any liens, encumbrances, rights of first refusal or other adverse claims, as shall be at a price equal to the result obtained by (1) multiplying the then current Purchase Price (without giving effect to any adjustment to such Purchase Price pursuant to Section 11(a(ii)) multiplied by the number of one-hundredths of a Preferred Share Common Shares for which a such Right was exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Triggering Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one-hundredths of a Preferred Share for which a Right was exercisable immediately prior to the first occurrence of a Triggering Event by the Purchase Price in effect immediately prior to such first occurrence) and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the “Total Exercise Price” for each Right and for all purposes of this Agreement) by 50% of the Current Per Share Market Price, as determined pursuant to Section 11(d) hereof, of the Common Shares of such Principal Party on the date of consummation of such Section 13 Event; (B) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (C) the term “Company” shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (D) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its Common Shares) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.is then
Appears in 1 contract
Samples: Shareholder Rights Agreement (Sensory Science Corp)
Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) a. In the event that, following the Shares earlier of the Distribution Date or the Share Acquisition Date, (x) the Company, directly or indirectly: (i) the Company , shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company or that complies with Section 11(o14(b) hereof); ) and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (iiy) any Person (other than a Subsidiary of the Company in a transaction that which complies with Section 11(o14(b) hereof) ), directly or indirectly, shall consolidate with the Companywith, or merge with and into into, the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger; , all or part of the outstanding Common Shares shall be changed into or exchanged for stock or other securities of any other Person (or of the Company) or cash or any other property, or (iiiz) the Company Company, directly or -16 indirectly, shall sell or otherwise transfer (or one or more of its Subsidiaries Subsidiaries, directly or indirectly, shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or one or more any Subsidiary of its wholly owned Subsidiaries the Company in one or more transactions, transactions each of which complies with Section 11(o) hereof14(b)), then, and in each such case, proper provision shall be made so that (Ai) each holder of a Right two Rights (except as otherwise provided hereinin Section 7(e) hereof) shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of Common Shares for which two Rights are then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) or 11(a)(iii) hereof), in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid paid, nonassessable and nonassessable freely tradable Common Shares of the Principal Party (as hereinafter defined), free and clear of any liens, encumbrances, encumbrances and other adverse claims and not subject to any rights of call or first refusal or other adverse claimsrefusal, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of one-hundredths of a Preferred Share Common Shares for which a Right was two Rights are then exercisable immediately prior (without taking into account any adjustment previously made pursuant to the first occurrence of a Section 13 Event (or, if a Triggering Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one-hundredths of a Preferred Share for which a Right was exercisable immediately prior to the first occurrence of a Triggering Event by the Purchase Price in effect immediately prior to such first occurrence11(a)(ii) or 11(a)(iii) hereof) and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the “Total Exercise Price” for each Right and for all purposes of this Agreement) by 50% of the Current Per Share Market Price, as current market price (determined pursuant to Section 11(d11(d)(i) hereof, ) per Common Share of the Common Shares of such Principal Party on the date of consummation of such Section 13 Eventconsolidation, merger, sale or transfer; (Bii) such Principal Party shall thereafter be liable for, and shall assume, pay and perform in all respects, by virtue of such Section 13 Eventconsolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement, regardless of any provision to the contrary in any agreement between the Company and such Principal Party; (Ciii) except for purposes of Section 1(g) hereof, the term “"Company” " shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (Div) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its Common Shares) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights; provided, however, that, upon the subsequent occurrence of any merger, consolidation, sale of all or substantially all of the assets, recapitalization, reclassification of shares, reorganization or other extraordinary transaction in respect of such Principal Party, each holder of two Rights (except as otherwise provided herein) shall thereupon be entitled to receive, upon exercise of such Rights and payment of the Purchase Price, such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had he, at the time of such transaction, owned the Common Shares of the Principal Party purchasable upon the exercise of such Rights (after giving effect to the foregoing provisions of this Section 13(a), and such Principal Party shall take such steps (including, but not limited to, reservation of shares of stock) as may be necessary to permit the subsequent exercise of the Rights in accordance with the terms hereof for such cash, shares, rights, warrants and other property and (v) the provisions of Sections 11(a)(ii) and 11(a)(iii) hereof shall be of no effect following the occurrence of any Section 13 Event.
Appears in 1 contract
Samples: Rights Agreement (Technitrol Inc)
Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Stock Acquisition Date, directly or indirectly: , (ix) the Company Corporation shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company Corporation in a transaction the principal purpose of which is to change the state of incorporation of the Company or that complies with Section 11(o) hereof); , and the Corporation shall not be the continuing or surviving corporation of such consolidation or merger, (iiy) any Person (other than a Subsidiary of the Company Corporation in a transaction that which complies with Section 11(o) hereof) shall engage in a share exchange with or shall consolidate with the Companywith, or merge with and into or into, the Company Corporation, and the Company Corporation shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such share exchange, consolidation or merger; , all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property, or (iiiz) the Company Corporation shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company Corporation and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company Corporation or one or more any Subsidiary of its wholly owned Subsidiaries the Corporation in one or more transactions, transactions each of which complies with Section 11(o) hereof), then, and in each such casecase (except as may be contemplated by Section 13(d) hereof), proper provision shall be made so that that: (Ai) each holder of a Right (Right, except as otherwise provided hereinin Section 7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid paid, non-assessable and nonassessable freely tradeable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined), free of not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of one one-hundredths of a share of Preferred Share Stock for which a Right was exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Triggering Section 11 Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one one-hundredths of a Preferred Share share for which a Right was exercisable immediately prior to the first occurrence of a Triggering Section 11 Event by the Purchase Price in effect immediately prior to such first occurrence) and (2) dividing that product (which, following the first occurrence of a Section 13 Event, Event shall be referred to as the “Total Exercise "Purchase Price” " for each Right and for all purposes of this Agreement) by (2) 50% of the Current Per Share Market Price, as determined pursuant to Section 11(d) hereof, Price per share of the Common Shares Stock of such Principal Party on the date of consummation of such Section 13 Event; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (C) the term “Company” shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (D) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its Common Shares) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.Principal
Appears in 1 contract
Samples: Rights Agreement (Lee Sara Corp)
Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Stock Acquisition DateDate or during the pendency of a 180 Day Period, directly or indirectly: , (ix) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company or that complies with Section 11(o) hereof); , and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (iiy) any Person (other than a Subsidiary of the Company in a transaction that which complies with Section 11(o) hereof) shall consolidate with the Companywith, or merge with and into or into, the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger; , all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property, or (iiiz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or one or more any Subsidiary of its wholly owned Subsidiaries the Company in one or more transactions, transactions each of which complies with Section 11(o) hereof) (any event described in clauses (x), (y) or (z) of this Section 13(a) following the Stock Acquisition Date or during the pendency of a 180 Day Period, a "Section 13 Event"), then, and in each such case, proper provision shall be made so that that: (Ai) each holder of a Right (Right, except as otherwise provided hereinin Section 7(e) hereof, shall thereafter have the right to receive, receive upon the exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, in lieu of a number of one one-hundredths of a share of Preferred Stock, such number of validly authorized and issued, fully paid paid, nonassessable and nonassessable freely tradeable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined), free of not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1l) multiplying the then current Purchase Price by the number of one one-hundredths of a share of Preferred Share Stock for which a Right was is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Triggering Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one one-hundredths of a share of Preferred Share Stock for which a Right was exercisable immediately prior to the first occurrence of a Triggering Section 11(a)(ii) Event by the Purchase Price in effect immediately prior to such first occurrence) ), and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the “Total Exercise "Purchase Price” " for each Right and for all purposes of this Agreement) by (2) 50% of the Current Per Share Market Price, as current market price (determined pursuant to Section 11(d11(d)(i) hereof, ) per share of the Common Shares Stock of such Principal Party on the date of consummation of such Section 13 Event; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (Ciii) the term “"Company” " shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (Div) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common SharesStock) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights; and (v) the provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any Section 13 Event.
Appears in 1 contract
Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Stock Acquisition Date, directly or indirectly: , (ix) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company or that complies with Section 11(o) hereof); , and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (iiy) any Person (other than a Subsidiary of the Company in a transaction that which complies with Section 11(o) hereof) shall consolidate with the Companywith, or merge with and into or into, the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger; , all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property, or (iiiz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), ) in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or one or more any Subsidiary of its wholly owned Subsidiaries the Company in one or more transactions, transactions each of which complies with Section 11(o) hereof), then, and in each such case, proper provision provisions shall be made so that that: (Ai) each holder of a Right (Right, except as otherwise provided hereinin Section 7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof thereof, in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid paid, nonassessable and nonassessable freely tradeable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined), free of not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of one-hundredths shares of a Preferred Share Common Stock for which a Right was is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Triggering Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one-hundredths of a Preferred Share shares for which a Right was exercisable immediately prior to the first occurrence of a Triggering Section 11(a)(ii) Event by the Purchase Price in effect immediately prior to such first occurrence) ), and (2) dividing that product (whichwhich product, following the first occurrence of a Section 13 Event, shall be referred to as the aggregate “Total Exercise Purchase Price” for each all the securities that may be purchased pursuant to the Right upon the adjustment pursuant to this clause (i) and for all purposes of this Agreement) by (2) 50% of the Current Per Share Market Price, as current market price (determined pursuant to Section 11(d11(d)(i) hereof, ) per share of the Common Shares Stock of such Principal Party on the date of consummation of such Section 13 Event; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (Ciii) the term “Company” shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (Div) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common SharesStock) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights; and (v) the provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any Section 13 Event.
Appears in 1 contract
Samples: Common Stock Purchase Rights Agreement (Exactech Inc)
Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date, directly or indirectly: , (ix) the Company shall consolidate with, or merge with and or into, any other Person (other than a Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company or that complies with Section 11(o11(n)) hereof); and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (iiy) any Person (other than a Subsidiary of the Company in a transaction that which complies with Section 11(o) hereof11(n)) shall consolidate with the Companyconsolidate, or merge with and or into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and in connection with such consolidation or merger; , all or part of the Common Stock shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property, or (iiiz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or one or more any of its wholly owned Subsidiaries in one or more transactions, transactions each of which complies with Section 11(o11(n) hereof), then, and in each such case, proper provision shall be made so that (Ai) each holder of a Right (except as otherwise provided hereinin Section 7(e)) shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid paid, nonassessable and nonassessable freely tradable shares of Common Shares Stock of the Principal Party (as hereinafter defined)) , free of not subject to any liens, encumbrances, rights of call or first refusal refusal, or other adverse claims, claims as shall be equal to the result obtained by (1) multiplying the then current Purchase Price for a full share of Common Stock by the number of one-hundredths shares of a Preferred Share Common Stock for which a Right was is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Triggering Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one-hundredths of a Preferred Share for which a Right was exercisable immediately prior to the first occurrence of a Triggering Event by the Purchase Price in effect immediately prior to such first occurrence) and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the “Total Exercise Price” for each Right and for all purposes of this Agreement) by 50% of the Current Per Share Market Price, as determined pursuant to Section 11(d) hereof, of the Common Shares of such Principal Party on the date of consummation of such Section 13 Event; (B) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (C) the term “Company” shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (D) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its Common Shares) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.a
Appears in 1 contract
Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Stock Acquisition Date, directly or indirectly: , (ix) the Company shall consolidate with, or merge with and or into, any other Person (other than a Subsidiary of Person, and the Company in a transaction shall not be the principal purpose continuing or surviving corporation of which is to change the state of incorporation of the Company such consolidation or that complies with Section 11(o) hereof); merger, (iiy) any Person (other than a Subsidiary of the Company in a transaction that complies with Section 11(o) hereof) shall consolidate with the Companywith, or merge with and into or into, the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger; , all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property, or (iiiz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or one or more of its wholly owned Subsidiaries in one or more transactions, each of which complies with Section 11(o) hereof)Persons, then, and in each such casecase (except as may be contemplated by Section 13(d) hereof), proper provision shall be made so that that: (Ai) each holder of a Right (Right, except as otherwise provided hereinin Section 7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid paid, non-assessable and nonassessable freely tradeable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined), free of not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of one one-hundredths hundredth of a share of Preferred Share Stock for which a Right was is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Triggering Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one one-hundredths of a Preferred Share share for which a Right was exercisable immediately prior to the first occurrence of a Triggering Section II(a)(ii) Event by the Purchase Price in effect immediately prior to such first occurrence) ), and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the “Total Exercise Purchase Price” for each Right and for all purposes of this Agreement) by 50% of the Current Per Share Market Price, as current market price (determined pursuant to Section 11(d11(d)(i) hereof, ) per share of the Common Shares Stock of such Principal Party on the date of consummation of such Section 13 Event; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (Ciii) the term “Company” shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (Div) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common SharesStock) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights.; and (v) the provisions of Section II(a)(ii) hereof shall be of no effect following the first occurrence of any Section 13 Event, provided, however, that this Section 13(a) shall not apply to the transactions set forth in clauses (y)and (z) above if (1) in the case of clauses (x) and (y), such other Person is a Subsidiary of the Company and the transaction complies with Section 11(o) hereof and (2) in the case of clause (2), such person is the Company and/or any Subsidiary of the Company and the transaction or transactions comply with Section 11(o) hereof
Appears in 1 contract
Samples: Rights Agreement (Furmanite Corp)
Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Dateevent, directly or indirectly: , at any time after the Flip-In Event (i) the Company shall consolidate with, with or shall merge with and into, into any other Person (other than a Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company or that complies with Section 11(o) hereof); Person, (ii) any Person (other than a Subsidiary of the Company in a transaction that complies with Section 11(o) hereof) shall consolidate with the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation merger and, in connection with such merger, all or merger; part of the Common Stock shall be changed into or exchanged for stock or other securities of any other Person (or of the Company) or cash or any other property, or (iii) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or one or more of its wholly wholly-owned Subsidiaries in one or more transactions, each of which complies with Section 11(o) hereofthe Company), then, and in each then upon the first occurrence of such caseevent, proper provision shall be made so that that: (A) each holder of a Right (except as otherwise provided hereinother than Rights which have become void pursuant to Section 11(a)(ii) hereof) shall thereafter have the right to receive, upon the exercise thereof at the Purchase Price (as theretofore adjusted in accordance with Section 11(a)(ii) hereof), in accordance with the terms of this AgreementAgreement and in lieu of shares of Preferred Stock or Common Stock of the Company, such number of validly authorized and issued, fully paid paid, non-assessable and nonassessable freely traceable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined), free of any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of one-hundredths of a Preferred Share for which a Right was exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Triggering Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one-hundredths of a Preferred Share for which a Right was exercisable immediately prior to the first occurrence of a Triggering Event by the Purchase Price in effect immediately prior to such first occurrence) and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the “Total Exercise Price” for each Right and for all purposes of this Agreement) by 50% of the Current Per Share Market Price, as determined pursuant to Section 11(d) hereof, of the Common Shares of such Principal Party on the date of consummation of such Section 13 Event; (B) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (C) the term “Company” shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (D) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its Common Shares) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.not
Appears in 1 contract
Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date, directly or indirectly: :
(i) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company or that complies with Section 11(o) hereof); ;
(ii) any Person (other than a Subsidiary of the Company in a transaction that complies with Section 11(o) hereof) shall consolidate with the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger; or or
(iii) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or one or more of its wholly owned Subsidiaries in one or more transactions, each of which complies with Section 11(o) hereof), then, and in each such case, proper provision shall be made so that that
(A) each holder of a Right (except as otherwise provided herein) shall thereafter have the right to receive, upon the exercise thereof in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid and nonassessable Common Shares of the Principal Party (as hereinafter defined), free of any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of one-hundredths thousandths of a Preferred Share for which a Right was exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Triggering Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one-hundredths thousandths of a Preferred Share for which a Right was exercisable immediately prior to the first occurrence of a Triggering Event by the Purchase Price in effect immediately prior to such first occurrence) and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the “"Total Exercise Price” " for each Right and for all purposes of this Agreement) by 50% of the Current Per Share Market Price, as current per share market price (determined pursuant to Section 11(d) hereof, ) of the Common Shares of such Principal Party on the date of consummation of such Section 13 Event; ;
(B) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (C) the term “Company” shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (D) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its Common Shares) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.;
Appears in 1 contract
Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Stock Acquisition Date, directly or indirectly: , (iw) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company or that complies with Section 11(o11(n) hereof); , and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (iix) any Person (other than a Subsidiary of the Company in a transaction that complies with Section 11(o11(n) hereof) shall consolidate with the Companywith, or merge with and into or into, the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger; , all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property, (y) the Company shall be a party to a statutory share exchange with any other Person (other than a Subsidiary of the Company in a transaction that complies with Section 11(n) hereof) after which the Company is a Subsidiary of any other Person, or (iiiz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating more than fifty percent (50% or more %) of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or one or more any Subsidiary of its wholly owned Subsidiaries the Company in one or more transactions, transactions each of which complies with Section 11(o11(n) hereof), then, and in each such case, proper provision shall be made so that that: (Ai) each record holder of a Right (Right, except as otherwise provided hereinin Section 7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid paid, nonassessable and nonassessable freely tradable shares of Common Shares Stock of the Principal Party (as hereinafter defined), free of not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of one-hundredths Units of a Preferred Share Stock for which a Right was is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Triggering Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one-hundredths of a Preferred Share Units for which a Right was exercisable immediately prior to the first occurrence of a Triggering Section 11(a)(ii) Event by the Purchase Price in effect immediately prior to such first occurrence) ), and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the “Total Exercise "Purchase Price” " for each Right and for all purposes of this Agreement) by fifty percent (50% %) of the Current Per Share Market Price, as current market price (determined pursuant to Section 11(d11(d)(i) hereof, ) per share of the Common Shares Stock of such Principal Party on the date of consummation of such Section 13 Event; and (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (Ciii) the term “"Company” " shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (Div) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common SharesStock) in connection with the consummation of any such transaction as may be necessary to assure ensure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights; and (v) the provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any Section 13 Event.
Appears in 1 contract
Samples: Rights Agreement (Tredegar Corp)
Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following on or after the Shares Share Acquisition Date, directly or indirectly: , (ix) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company or that complies with not prohibited by Section 11(o) hereof); , and the Company shall not be the continuing or surviving corporation of such consolidation or merger (iiy) any Person (other than a Subsidiary of the Company in a transaction that complies with which is not prohibited by Section 11(o) hereof) shall consolidate with the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation merger and, in connection with such merger, all or merger; part of the shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property, or (iiiz) the Company shall sell sell, mortgage or otherwise transfer (or one or more of its Subsidiaries shall sell sell, mortgage or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or one or more any Subsidiary of its wholly owned Subsidiaries the Company in one or more transactions, transactions each of which complies with is not prohibited by Section 11(o) hereof), then, and in each such case, proper provision shall be made so that
(Ai) each holder of a Right (Right, except as provided otherwise provided herein) , shall thereafter have the right to receive, upon the exercise thereof at the then current Exercise Price in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid and nonassessable shares of freely tradeable Common Shares Stock of the Principal Party (as hereinafter defineddefined in Section 13(b)), free and clear of any rights of call or first refusal, liens, encumbrances, rights of first refusal encumbrances or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Exercise Price by the number of one-hundredths fifteenth shares of a Preferred Share Common Stock for which a Right was is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Triggering Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one-hundredths fifteenth shares of a Preferred Share Common Stock for which a Right was exercisable immediately prior to the first occurrence of a Triggering Section 11(a)(ii) Event by the Purchase Exercise Price in effect immediately prior to such first occurrence) and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the “Total "Exercise Price” " for each Right and for all purposes of this Agreement) by 50(2) 36% of the Current Per Share Market Price, as Price (determined pursuant to Section 11(d) hereof, ) of the Common Shares Stock of such Principal Party on the date of consummation of such Section 13 Eventconsolidation, merger, sale or transfer; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Eventconsolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (Ciii) the term “"Company” " shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 EventParty; and (Div) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common SharesStock to permit exercise of all outstanding Rights in accordance with this Section 13(a)) in connection with the such consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights. The Company shall not enter into any transaction of the kind set forth in this subsection if at the time of the consummation of such transaction there are any options, warrants, rights, conversion or exchange provisions or securities outstanding or any agreements or arrangements in effect which, as a result of the consummation of such transaction, would eliminate or substantially diminish the benefits intended to be afforded by the Rights. If, in the case of a transaction of the kind described in clause (z) of the first sentence of this subsection, the Person or Persons to whom assets or earning power are sold or otherwise transferred are individuals, then the preceding sentences of this subsection shall be inapplicable, and the Company shall require as a condition to such sale or transfer that such Person or Persons pay to each holder of a Rights Certificate, upon its surrender to the Rights Agent and in exchange therefor (without requiring payment by such holder), cash in the amount determined by multiplying the then current Exercise Price by the number of one-fifteenth shares of Common Stock for which a Right is then exercisable.
Appears in 1 contract
Samples: Shareholder Rights Agreement (One Price Clothing Stores Inc)
Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Stock Acquisition Date, directly or indirectly: , (iw) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company or that complies with Section 11(o11(m) hereof); , and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (iix) any Person (other than a Subsidiary of the Company in a transaction that complies with Section 11(o11(m) hereof) shall consolidate with the Companywith, or merge with and into or into, the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger; , all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property, (y) the Company shall be a party to a statutory share exchange with any other Person (other than a Subsidiary of the Company in a transaction that complies with Section 11(m) hereof) after which the Company is a Subsidiary of any other Person, or (iiiz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or one or more any Subsidiary of its wholly owned Subsidiaries the Company in one or more transactions, transactions each of which complies with Section 11(o11(m) hereof), then, and in each such case, proper provision shall be made so that that: (Ai) each record holder of a Right (Right, except as otherwise provided hereinin Section 7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid paid, nonassessable and nonassessable freely tradable shares of Common Shares Stock of the Principal Party (as hereinafter defined), free of not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of one-hundredths shares of a Preferred Share Common Stock for which a Right was is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Triggering Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one-hundredths of a Preferred Share shares for which a Right was exercisable immediately prior to the first occurrence of a Triggering Section 11(a)(ii) Event by the Purchase Price in effect immediately prior to such first occurrence) ), and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the “Total Exercise Price” for each Right and for all purposes of this Agreement) by 50% of the Current Per Share Market Price, as determined pursuant to Section 11(d) hereof, of the Common Shares of such Principal Party on the date of consummation of such Section 13 Event; (B) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (C) the term “Company” shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (D) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its Common Shares) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.a
Appears in 1 contract
Samples: Rights Agreement (Tredegar Corp)
Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Dateevent, directly or indirectly: , at any time after a Person has become an Acquiring Person, (ia) the Company shall effect a share exchange, consolidate with, or merge with and into, any other Person Person, (other than a Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company or that complies with Section 11(o) hereof); (iib) any Person (other than shall effect a Subsidiary of the Company in a transaction that complies with Section 11(o) hereof) shall share exchange, consolidate with the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation share exchange or merger and, in connection with such merger; , all or part of the Common Shares shall be changed into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property, or (iiic) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or one or more of its wholly wholly-owned Subsidiaries in one or more transactions, each of which complies with Section 11(o) hereof)Subsidiaries, then, and in each such case, proper provision shall be made so that (Ai) each holder of a Right (except as otherwise provided herein) shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for
which a Right is then exercisable, in accordance with the terms of this AgreementAgreement and in lieu of Preferred Shares, such number of validly authorized and issued, fully paid and nonassessable Common Shares of such other Person (including the Principal Party (Company as hereinafter defined), free of any liens, encumbrances, rights of first refusal successor thereto or other adverse claims, as the surviving corporation) as shall be equal to the result obtained by (1A) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right was is then exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Triggering Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one-hundredths of a Preferred Share for which a Right was exercisable immediately prior to the first occurrence of a Triggering Event by the Purchase Price in effect immediately prior to such first occurrence) and (2) dividing that product by (which, following the first occurrence of a Section 13 Event, shall be referred to as the “Total Exercise Price” for each Right and for all purposes of this AgreementB) by 50% of the Current Per Share Market Price, as then current per share market price of the Common Shares of such other Person (determined pursuant to Section 11(d) hereof, of the Common Shares of such Principal Party ) on the date of consummation of such Section 13 Eventconsolidation, merger, sale or transfer; (Bii) the issuer of such Principal Party Common Shares shall thereafter be liable for, and shall assume, by virtue of such Section 13 Eventconsolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (Ciii) the term “Company” shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Eventissuer; and (Div) such Principal Party issuer shall take such steps (including, but not limited to, the reservation of a sufficient number of its Common SharesShares in accordance with Section 9 hereof) in connection with the such consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its the Common Shares of the Company thereafter deliverable upon the exercise of the Rights. The Company shall not consummate any such consolidation, merger, sale or transfer unless, prior thereto, the Company and such issuer shall have executed and delivered to the Rights Agent a supplemental agreement so providing. The Company shall not enter into any transaction of the kind referred to in this Section 13 if at the time of such transaction there are any rights, warrants, instruments or securities outstanding or any agreements or arrangements which, as a result of the consummation of such transaction, would eliminate or substantially diminish the benefits intended to be afforded by the Rights. The provisions of this Section 13 shall similarly apply to successive mergers, share exchanges, or consolidations or sales or other transfers.
Appears in 1 contract
Samples: Rights Agreement (Sothebys)
Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Stock Acquisition Date, directly or indirectly: , (ix) the Company shall consolidate with, or merge with and into, any other Person or Persons (other than a Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company or that complies with Section 11(o) hereof); , and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (iiy) any Person or Persons (other than a Subsidiary of the Company in a transaction that which complies with Section 11(o) hereof) shall consolidate with the Companywith, or merge with and into or into, the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger; , all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property or the shares of Common Stock held by stockholders of the Company immediately prior to the consummation of the transaction which remain outstanding shall constitute less than 50% of the total number of shares of Common Stock outstanding immediately following consummation of the transaction, or (iiiz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a wholewhole and calculated on the basis of the Company's most recent regularly prepared financial statements) to any other Person or Persons (other than the Company or one or more of its wholly owned Subsidiaries in one or more transactionstransactions involving only the Company and/or any Subsidiary of the Company, each of which complies with Section 11(o) hereof), then, and in each such casecase (except as may be contemplated by Section 13(d) hereof), proper provision shall be made so that that: (Ai) each holder of a Right (Right, except as otherwise provided hereinin Section 7(e) shall thereafter hereof, shall, thereafter, have the right to receive, upon the exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid paid, non-assessable and nonassessable freely tradeable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined), free of not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of one one-hundredths of a share of Preferred Share Stock for which a Right was is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Triggering Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one one-hundredths of a Preferred Share share for which a Right was exercisable immediately prior to the first occurrence of a Triggering Section 11(a)(ii) Event by the Purchase Price in effect immediately prior to such first occurrence) ), and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the “Total Exercise "Purchase Price” " for each Right and for all purposes of this Agreement) by 50% of the Current Per Share Market Price, as Price (determined pursuant to Section 11(d11(d)(i) hereof, ) per share of the Common Shares Stock of such Principal Party on the date of consummation of such Section 13 Event; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (Ciii) the term “"Company” " shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (Div) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common SharesStock) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights; and (v) the provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any Section 13 Event.
Appears in 1 contract
Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Dateevent, directly or indirectly: , at any time after a Person, alone or together with its Affiliates and Associates, has become an Acquiring Person, (ix) the Company shall consolidate with, merge into or merge with and intootherwise combine with, any other Person Person, (other than a Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company or that complies with Section 11(o) hereof); (iiy) any Person (other than a Subsidiary of the Company in a transaction that complies with Section 11(o) hereof) shall consolidate with, merge into or otherwise combine with the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation merger or merger; combination and, in connection with such merger or combination, all or part of the Common Shares shall be changed into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property, or (iiiz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or one or more of its wholly owned Subsidiaries in one or more transactions, each of which complies with Section 11(o) hereof)Subsidiaries, then, and in each such case, proper provision shall be promptly made so that that
(Ai) each registered holder of a Right (except as otherwise provided herein) shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of Common Shares for which a Right is then exercisable, in accordance with the terms of this Agreement, such number of duly authorized, validly authorized and issued, fully paid and nonassessable freely tradable Common Shares of the Principal Party (as hereinafter defined), free of not subject to any liens, encumbrances, rights of first refusal refusal, liens, encumbrances or other adverse claims, as shall be equal to the result obtained by dividing (1A) the product obtained by multiplying the then current Purchase Price by the number of one-hundredths of a Preferred Share Common Sharers for which a Right was is then exercisable immediately prior to the first occurrence of a Section 13 Event by (or, if a Triggering Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one-hundredths of a Preferred Share for which a Right was exercisable immediately prior to the first occurrence of a Triggering Event by the Purchase Price in effect immediately prior to such first occurrenceB) and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the “Total Exercise Price” for each Right and for all purposes of this Agreement) by 50% of the Current Per Share Market Price, as determined pursuant to Section 11(d) hereof, then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, combination, sale or transfer; provided, however, that the Purchase Price (as so adjusted pursuant to the foregoing clause (i)(A)) and the number of shares of Common Stock of such Principal Party so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 13 Event; 11(f) to reflect any events occurring in respect of the Common Stock of such Principal Party after the occurrence of such consolidation, merger, combination, sale or transfer;
(Bii) such the Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Eventconsolidation, merger, combination, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (C) the term “Company” shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (D) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its Common Shares) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.;
Appears in 1 contract
Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Stock Acquisition Date, directly or indirectly: ,
(ix) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of Company), and the Company shall not be the continuing or that complies with Section 11(o) hereof); surviving corporation of such consolidation or merger,
(iiy) any Person (other than a Subsidiary of the Company in a transaction that complies with Section 11(o) hereofCompany) shall consolidate with the Company, or merge with and into the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger; , all or part of the outstanding shares of Common Stock held by existing shareholders of the Company shall be changed into or exchanged for stock or other securities of any other Person (iiior the Company) or cash or any other property, or
(z) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or one or more of its wholly owned Subsidiaries in one or more transactions, each of which complies with Section 11(o) hereofSubsidiaries), then, and in each such case, proper provision shall be made so that ,
(Ai) each holder of a Right (except as otherwise provided herein) shall thereafter have the right to receive, upon the exercise thereof at the then-current Purchase Price in accordance with the terms of this Agreement, in lieu of the number of one-half shares of Common Stock of the Company for which such Right was exercisable immediately prior to the occurrence of such Section 13 Event, such number of validly authorized and issued, fully paid paid, nonassessable and nonassessable freely tradeable shares of Common Shares Stock of the Principal Party (as hereinafter defined), free of not subject to any liens, encumbrances, rights of first refusal or other adverse claimsrefusal, as shall be equal to the result obtained by (1) multiplying the then then-current Purchase Price by the number of one-hundredths half shares of a Preferred Share Common Stock for which a such Right was exercisable immediately prior to the first occurrence of a such Section 13 Event (or, if a Triggering Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one-hundredths of a Preferred Share for which a Right was exercisable immediately prior to the first occurrence of a Triggering Event by the Purchase Price in effect immediately prior to such first occurrence) and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the “Total Exercise Price” for each Right and for all purposes of this Agreement) by 50% of the Current Per Share Market Price, as determined pursuant to Section 11(d) hereof, current market price per whole share of the Common Shares Stock of such Principal Party on the date of consummation of such Section 13 EventEvent (determined in accordance with Section 11(d)); (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Eventconsolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (Ciii) the term “"Company” " shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 EventParty; and (Div) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common SharesStock in accordance with Section 9) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights.
Appears in 1 contract
Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Stock Acquisition DateDate (which for purposes of this Section 13(a) only shall also include the date of the first public announcement (including, without limitation, a report filed pursuant to Section 13(d) under the Exchange Act) that any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan), together with any of such Person's Affiliates and Associates, has become the Beneficial Owner of Voting Securities of the Company then outstanding representing 15% or more of the Voting Power of the Company pursuant to a Qualifying Offer), directly or indirectly: , (ix) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company or that complies with Section 11(o) hereof); , and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (iiy) any Person (other than a Subsidiary of the Company in a transaction that which complies with Section 11(o) hereof) shall consolidate with the Companywith, or merge with and into or into, the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger; , all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property, or (iiiz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or one or more any Subsidiary of its wholly owned Subsidiaries the Company in one or more transactions, transactions each of which complies with Section 11(o) hereof), then, and in each upon the first occurrence of such caseevent (except as may be contemplated by Section13(d) hereof), proper provision shall be made so that except as provided in Section 7(e) hereof, (Ai) each holder of a Right (except as otherwise provided herein) shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price, in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid paid, non-assessable and nonassessable freely tradable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined), free of not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of one one-hundredths thousandths of a share of Preferred Share Stock for which a Right was is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Triggering Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one one-hundredths thousandths of a share of Preferred Share Stock for which a Right was exercisable immediately prior to the first occurrence of a Triggering Section 11(a)(ii) Event by the Purchase Price in effect immediately prior to such first occurrence) ), and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the “Total Exercise "Purchase Price” " for each Right and for all purposes of this Agreement) by (2) 50% of the Current Per Share Market Price, as Price (determined pursuant to Section 11(d11(d)(i) hereof, ) per share of the Common Shares Stock of such Principal Party on the date of consummation of such Section 13 Event, provided that the Purchase Price and the number of shares of Common Stock of such Principal Party issuable upon exercise of each Right shall be further adjusted as provided in Section 11(f) of this Agreement to reflect any events occurring in respect of such Principal Party after the date of such Section 13 Event; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (Ciii) the term “"Company” " shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (Div) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common SharesStock) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights; and (v) the provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any Section 13 Event.
Appears in 1 contract
Samples: Rights Agreement (Sprint Corp)
Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Datetime at which any Person becomes an Acquiring Person, directly or indirectly: (i) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company or that complies with Section 11(o) hereof); Person, (ii) any Person (other than a Subsidiary of the Company in a transaction that complies with Section 11(o) hereof) shall consolidate with the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation merger and, in connection with such merger, all or merger; part of the Common Stock shall be changed into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property, or (iii) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or one or more of its wholly owned Subsidiaries in one or more transactions, each of which complies with Section 11(o) hereofsubsidiaries), then, and in each such case, proper provision shall be made so that (A) each holder of a Right (except as otherwise provided herein) shall thereafter have the right to receive, upon the exercise thereof at the Purchase Price in effect immediately prior to such Person becoming an Acquiring Person multiplied by the number of one one-thousandths of a share of Preferred Stock for which a Right is then exercisable, in accordance with the terms of this AgreementAgreement and in lieu of shares of Preferred Stock, such number of shares of validly authorized and issued, fully paid paid, non-assessable and nonassessable Common Shares freely tradable Senior Voting Stock (as hereinafter defined) of the Principal Party (as hereinafter defined) (including the Company as successor thereto or as the surviving corporation), free of unencumbered and not subject to any liens, encumbrances, rights of call or first refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current such Purchase Price by the then number of one one-hundredths thousandths of a share of Preferred Share Stock for which a Right was is then exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Triggering Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one-hundredths of a Preferred Share for which a Right was exercisable immediately prior to the first occurrence of a Triggering Event and dividing that product by the Purchase Price in effect immediately prior to such first occurrence) and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the “Total Exercise Price” for each Right and for all purposes of this Agreement) by 50% of the Current Per Share Market Price, as determined pursuant to Section 11(d) hereof, current market price per share of the Common Shares Senior Voting Stock Table of Contents of such Principal Party (determined in the manner described in Section 11(d)) on the date of consummation of such Section 13 Eventconsolidation, merger, sale or transfer; (B) such the Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Eventconsolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (C) the term “Company” shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Eventsuch consolidation, merger, sale or transfer; and (D) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common SharesSenior Voting Stock in accordance with Section 9, with each reference to Preferred Stock in Section 9 being deemed to be a reference to the shares of its Senior Voting Stock) in connection with the such consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to the shares of its Common Shares Senior Voting Stock thereafter deliverable upon the exercise of the Rights.
Appears in 1 contract
Samples: Rights Agreement (Lenox Group Inc)
Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date, directly or indirectly: :
(i) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company or that complies with does not violate Section 11(o) hereofof this Agreement); ;
(ii) any Person (other than a Subsidiary of the Company in a transaction that complies with does not violate Section 11(o) hereofof this Agreement) shall consolidate with the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger; or or
(iii) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or one or more of its wholly owned Subsidiaries in one or more transactions, each of which complies with does not violate Section 11(o) hereofof this Agreement), then, and in each such case, proper provision shall be made so that that
(A) each holder of a Right (except as otherwise provided herein) shall thereafter have the right to receive, upon the exercise thereof in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid and nonassessable Common Shares of the Principal Party (as hereinafter defined), free of any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of one-hundredths thousandths of a Preferred Share for which a Right was exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Triggering Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one-hundredths thousandths of a Preferred Share for which a Right was exercisable immediately prior to the first occurrence of a Triggering Event by the Purchase Price in effect immediately prior to such first occurrence) and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the “"Total Exercise Price” " for each Right and for all purposes of this Agreement) by 50% of the Current Per Share Market Price, as current per share market price (determined pursuant to Section 11(d) hereof, of this Agreement) of the Common Shares of such Principal Party on the date of consummation of such Section 13 Event; ;
(B) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (C) the term “Company” shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (D) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its Common Shares) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.;
Appears in 1 contract
Samples: Rights Agreement (N2h2 Inc)
Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Stock Acquisition DateDate (which for purposes of this Section 13(a) only shall also include the date of the first public announcement (including, without limitation, a report filed pursuant to Section 13(d) under the Exchange Act) that any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan), together with any of such Person's Affiliates and Associates, has become the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding pursuant to a Permitted Offer), directly or indirectly: , (ix) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company or that complies with Section 11(o11(p) hereof); , and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (iiy) any Person (other than a Subsidiary of the Company in a transaction that which complies with Section 11(o11(p) hereof) shall consolidate with the Companywith, or merge with and into or into, the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger; , all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property, or (iiiz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or one or more any Subsidiary of its wholly owned Subsidiaries the Company in one or more transactions, transactions each of which complies with Section 11(o11(p) hereof), then, and in each upon the first occurrence of such caseevent (except as may be contemplated by Section 13(d) hereof), proper provision shall be made so that that: (Ai) each holder of a Right (Right, except as otherwise provided hereinin Section 7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price, in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid paid, non-assessable and nonassessable freely tradeable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined), free of not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of one one-hundredths thousandths of a share of Preferred Share Stock for which a Right was is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Triggering Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one one-hundredths thousandths of a Preferred Share share for which a Right was exercisable immediately prior to the first occurrence of a Triggering Section 11(a)(ii) Event by the Purchase Price in effect immediately prior to such first occurrence) ), and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the “Total Exercise Price” for each Right and for all purposes of this Agreement) by 50% of the Current Per Share Market Price, as determined pursuant to Section 11(d) hereof, of the Common Shares of such Principal Party on the date of consummation of such Section 13 Event; (B) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (C) the term “Company” shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (D) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its Common Shares) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.the
Appears in 1 contract
Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Stock Acquisition DateDate (which for purposes of this Section 13(a) only shall also include the date of the first public announcement or public disclosure (including, without limitation, a report filed pursuant to Section 13(d) of the Exchange Act) that any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan), together with any of such Person’s Affiliates and Associates, has become the Beneficial Owner of 5.0% or more of the shares of Common Stock then outstanding pursuant to a Permitted Offer), directly or indirectly: , (ix) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company or that complies with Section 11(o11(p) hereof); , and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (iiy) any Person (other than a Subsidiary of the Company in a transaction that which complies with Section 11(o11(p) hereof) shall consolidate with the Companywith, or merge with and into or into, the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger; , all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property, or (iiiz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or one or more any Subsidiary of its wholly owned Subsidiaries the Company in one or more transactions, transactions each of which complies with Section 11(o11(p) hereof), then, and in each upon the first occurrence of such caseevent (except as may be contemplated by Section 13(d) hereof), proper provision shall be made so that that: (Ai) each holder of a Right (Right, except as otherwise provided hereinin Section 7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price, in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid paid, non-assessable and nonassessable freely tradeable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined), free of not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of one one-hundredths thousandths of a share of Preferred Share Stock for which a Right was is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Triggering Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one one-hundredths thousandths of a Preferred Share share for which a Right was exercisable immediately prior to the first occurrence of a Triggering Section 11(a)(ii) Event by the Purchase Price in effect immediately prior to such first occurrence) ), and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the “Total Exercise Purchase Price” for each Right and for all purposes of this Agreement) by (2) 50% of the Current Per Share Market Price, as Price (determined pursuant to Section 11(d11(d)(i) hereof, ) per share of the Common Shares Stock of such Principal Party on the date of consummation consummation, provided that the Purchase Price and the number of shares of Common Stock of such Principal Party issuable upon exercise of each Right shall be further adjusted as provided in Section 11(f) of this Agreement to reflect any events occurring in respect of such Principal Party after the date of such Section 13 Event; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (Ciii) the term “Company” shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (Div) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common SharesStock) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights; and (v) the provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any Section 13 Event.
Appears in 1 contract
Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Stock Acquisition Date, directly or indirectly: , (ix) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of and the Company in a transaction shall not be the principal purpose continuing or surviving corporation of which is to change the state of incorporation of the Company such consolidation or that complies with Section 11(o) hereof); merger, (iiy) any Person (other than a Subsidiary of the Company in a transaction that complies with Section 11(o) hereof) shall consolidate with the Companywith, or merge with and into or into, the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger; , and, in connection with such consolidation or merger all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property, or (iiiz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries subsidiaries shall sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or one or more of its wholly owned Subsidiaries in one or more transactions, each of which complies with Section 11(o) hereof)Persons, then, and in each such case, proper provision shall be made so that that: (Ai) each holder of a Right (Rights Certificate, except as otherwise provided hereinin Section 7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid paid, nonassessable and nonassessable freely tradeable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined), free of not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of one one-hundredths of a share of Preferred Share Stock for which a Right is exercisable immediately prior to the first occurrence of an event described in clauses (x), (y) or (z) of this Section 13(a) (a "Section 13 Event") (or, if an event described in Section 11(a)(ii) has occurred prior to the Section 13 Event, multiplying the number of such one one-hundredths of a share of Preferred Stock for which a Right was exercisable immediately prior to the first occurrence of a such an event described in Section 13 Event (or, if a Triggering Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one-hundredths of a Preferred Share for which a Right was exercisable immediately prior to the first occurrence of a Triggering Event 11(a)(ii) by the Purchase Price in effect immediately prior to such first occurrence) ), and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the “Total Exercise "Purchase Price” " for each Right and for all purposes of this Agreement) by (2) 50% of the Current Per Share Market Price, as current per share market price (determined pursuant to Section 11(d11(d)(i) hereof, ) of the Common Shares Stock of such Principal Party on the date of consummation of such Section 13 Event; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (Ciii) the term “"Company” " shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (Div) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common SharesStock) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights; and (v) the provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any Section 13 Event.
Appears in 1 contract
Samples: Rights Agreement (Manatron Inc)
Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares at any time after a Stock Acquisition Date, directly or indirectly: , (ix) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company or that complies with Section 11(o) hereof); (ii) any Person (other than a Subsidiary of the Company in a transaction that complies with Section 11(o) hereof) and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (y) any Person shall consolidate with the Company, Company or merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation merger and, in connection with such merger, all or merger; part of the shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property, or (iiiz) the Company shall sell sell, mortgage or otherwise transfer (or one or more of its Subsidiaries shall sell sell, mortgage or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or one or more of its wholly wholly-owned Subsidiaries in one or more transactions, transactions each of which complies with Section 11(o) hereof) (each, a “Section 13 Event”), then, and in each such casecase (except as provided in Section 13(f) hereof), proper provision shall be made so that (Ai) each holder of a Right (except as otherwise provided hereinRight, subject to Section 7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, such number of shares of validly authorized and issued, fully paid paid, non-assessable, and nonassessable freely tradable shares of Common Shares Stock of the Principal Party principal party (as hereinafter defined), free and clear of any liens, encumbrances, rights of call or first refusal refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of one-hundredths of a share of Preferred Share Stock for which a Right was is then exercisable immediately prior (without taking into account any adjustment previously made pursuant to the first occurrence of a Section 13 Event (or, if a Triggering Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one-hundredths of a Preferred Share for which a Right was exercisable immediately prior to the first occurrence of a Triggering Event by the Purchase Price in effect immediately prior to such first occurrence11(a)(ii) hereof) and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the “Total Exercise Price” for each Right and for all purposes of this Agreement) by 50% of the Current Per Share Market Price, as current market price per share of the Common Stock of such principal party (determined pursuant to Section 11(d) hereof, of the Common Shares of such Principal Party ) on the date of consummation of such Section 13 Eventconsolidation, merger, sale or transfer; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Eventconsolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (Ciii) the term “Company” shall thereafter be deemed to refer to such Principal Partyprincipal party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Eventprincipal party; and (Div) such Principal Party principal party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common SharesStock in accordance with Section 9 hereof) in connection with the such consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights.” Second, a new Section 13(f) is hereby added to read in its entirety as follows:
Appears in 1 contract
Samples: Rights Agreement (Nuevo Energy Co)
Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares earlier of the Distribution Date and the Share Acquisition Date, (x) the Company, directly or indirectly: (i) the Company , shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of Person, and the Company in a transaction shall not be the principal purpose continuing or surviving corporation of which is to change the state of incorporation of the Company such consolidation or that complies with Section 11(o) hereof); merger, (iiy) any Person (other than a Subsidiary of the Company in a transaction that complies with Section 11(o) hereof) Person, directly or indirectly, shall consolidate with the Companywith, or merge with and into into, the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger; , all or part of the outstanding Common Shares shall be changed into or exchanged for stock or other securities of any other Person (or of the Company) or cash or any other property, or (iiiz) the Company Company, directly or indirectly, shall sell or otherwise transfer (or one or more of its Subsidiaries Subsidiaries, directly or indirectly, shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or one or more of its wholly owned Subsidiaries in one or more transactions, each of which complies with Section 11(o) hereofthe Company), then, and in each such case, proper provision shall be made so that (Ai) each holder of a Right (except as otherwise provided herein) shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) or 11(a)(iii) hereof), in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid paid, nonassessable and nonassessable freely tradeable Common Shares of the Principal Party (as hereinafter defined), free and clear of any liens, encumbrances, encumbrances and other adverse claims and not subject to any rights of call or first refusal or other adverse claimsrefusal, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right was is then exercisable immediately prior (without taking into account any adjustment previously made pursuant to the first occurrence of a Section 13 Event (or, if a Triggering Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one-hundredths of a Preferred Share for which a Right was exercisable immediately prior to the first occurrence of a Triggering Event by the Purchase Price in effect immediately prior to such first occurrence11(a)(ii) or 11(a)(iii) hereof) and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the “Total Exercise Price” for each Right and for all purposes of this Agreement) by 50% of the Current Per Share Market Price, as current market price (determined pursuant to Section 11(d11(d)(i) hereof, ) per Common Share of the Common Shares of such Principal Party on the date of consummation of such Section 13 Eventconsolidation, merger, sale or transfer; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Eventconsolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (Ciii) except for purposes of Section l(i) hereof, the term “"Company” " shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (Div) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its Common Shares) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights; PROVIDED, HOWEVER, that, upon the subsequent occurrence of any merger, consolidation, sale of all or substantially all of the assets, recapitalization, reclassification of shares, reorganization or other extraordinary transaction in respect of such Principal Party, each holder of a Right (except as otherwise provided herein) shall thereupon be entitled to receive, upon exercise of a Right and payment of the Purchase Price, such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had he, at the time of such transaction, owned the Common Shares of the Principal Party purchasable upon the exercise of a Right (after giving effect to the foregoing provisions of this Section 13(a)), and such Principal Party shall take such steps (including, but not limited to, reservation of shares of stock) as may be necessary to permit the subsequent exercise of the Rights in accordance with the terms hereof for such cash, shares, rights, warrants and other property and (v) the provisions of Sections 11(a)(ii) and 11 (a)(iii) hereof shall be of no effect following the occurrence of any event described in clauses (x), (y) and (z) of this Section 13(a).
Appears in 1 contract
Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Dateevent, directly or indirectly: , at any time after there is an Acquiring Person,
(i) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of and the Company in a transaction shall not be the principal purpose continuing or surviving corporation of which is to change the state of incorporation of the Company such consolidation or that complies with Section 11(o) hereof); merger,
(ii) any Person (other than a Subsidiary of the Company in a transaction that complies with Section 11(o) hereof) shall consolidate with the Companywith, or merge with and into into, the Company and Company, the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger; , all or part of the Common Shares shall be changed into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property,
(iii) the Company shall effect a statutory share exchange with the outstanding Common Shares of the Company being exchanged for stock or other securities of any other Person, cash or property, or
(iv) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or one or more of its wholly owned Subsidiaries in one or more transactions, each of which complies with Section 11(o) hereof)Subsidiaries, then, and in each such case, except as contemplated by Section 13(e), proper provision shall be made so that (Ai) each holder of a Right (except as otherwise provided hereinin this Agreement) shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable, in accordance with the terms of this AgreementAgreement and in lieu of Preferred Shares, such number of validly authorized and issued, fully paid paid, nonassessable and nonassessable freely tradable Common Shares of the Principal Party (as hereinafter defined)Party, free of not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1x) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right was exercisable immediately prior to the first occurrence of a Section 13 Event (oris, if a Triggering Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one-hundredths of a Preferred Share for which a Right was exercisable immediately prior to the first occurrence of a Triggering Event by the Purchase Price in effect immediately prior to such first occurrence) consolidation, merger, statutory share exchange, sale or transfer, exercisable and (2y) dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the “Total Exercise Price” for each Right and for all purposes of this Agreement) by 50% of the Current Per Share Market Price, as determined pursuant to Section 11(d) hereof, current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d)) on the date of consummation of such Section 13 Event; consolidation, merger, statutory share exchange, sale or transfer, (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Eventmerger, consolidation, statutory share exchange, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (Ciii) the term “Company” shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (Div) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its Common SharesShares to permit the exercise of all outstanding Rights) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof of this Agreement shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.
Appears in 1 contract
Samples: Rights Agreement (Hickory Tech Corp)
Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Stock Acquisition Date, directly or indirectly: , (i) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company or that complies with Section 11(o) hereof); , and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (ii) any Person (other than a Subsidiary of the Company in a transaction that KEY TECHNOLOGY, INC. PAGE 22 SECOND AMENDED AND RESTATED RIGHTS PLAN which complies with Section 11(o) hereof) shall consolidate with the Companywith, or merge with and into or into, the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger; , all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of the Company or any other Person or cash or any other property, or (iii) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or one or more any Subsidiary of its wholly owned Subsidiaries the Company in one or more transactions, transactions each of which complies with Section 11(o) hereof) (any event described in clauses (i), (ii) or (iii) of this Section 13(a) being a "Section 13 Event"), then, and in each such casecase (except as may be contemplated by Section 13(d) hereof), proper provision shall be made so that that: (A) each holder of a Right (Right, except as otherwise provided hereinin Section 7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid paid, nonassessable and nonassessable freely tradable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined), free of not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of one-hundredths 1/1,000s of a share of Preferred Share Stock for which a Right was is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Triggering Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one-hundredths 1/1,000s of a Preferred Share share for which a Right was exercisable immediately prior to the first occurrence of a Triggering such Section 11(a)(ii) Event by the Purchase Price in effect immediately prior to such first occurrence) ), and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the “Total Exercise "Purchase Price” " for each Right and for all purposes of this Agreement) by (2) 50% of the Current Per Share Market Price, as Price (determined pursuant to Section 11(d11(d)(i) hereof, ) per share of the Common Shares Stock of such Principal Party on the date of consummation of such Section 13 Event; (B) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (C) the term “"Company” " shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (D) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common SharesStock) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights; and (E) the provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any Section 13 Event.
Appears in 1 contract
Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Dateevent, directly or indirectly: , at any time after the Flip- In Event (i) the Company shall consolidate with, with or shall merge with and into, into any other Person (other than a Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company or that complies with Section 11(o) hereof); Person, (ii) any Person (other than a Subsidiary of the Company in a transaction that complies with Section 11(o) hereof) shall consolidate with the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation merger and, in connection with such merger, all or merger; part of the Common Stock, Series A Preferred Stock or both shall be changed into or exchanged for stock or other securities of any other Person (or of the Company) or cash or any other property, or (iii) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or one or more of its wholly wholly-owned Subsidiaries in one or more transactions, each of which complies with Section 11(o) hereofthe Company), then, and in each then upon the first occurrence of such caseevent, proper provision shall be made so that that: (A) each holder of a Right (except as otherwise provided hereinother than Rights which have become void pursuant to Section 11(a)(ii) hereof) shall thereafter have the right to receive, upon the exercise thereof at the Purchase Price (as theretofore adjusted in accordance with Section 11(a)(ii) hereof), in accordance with the terms of this AgreementAgreement and in lieu of shares of Series B Preferred Stock or Common Stock of the Company, such number of validly authorized and issued, fully paid paid, non-assessable and nonassessable freely tradeable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined), free of not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of one-hundredths of a Preferred Share for which a Right was exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Triggering Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one-hundredths of a Preferred Share for which a Right was exercisable immediately prior to the first occurrence of a Triggering Event by dividing the Purchase Price (as theretofore adjusted in effect immediately prior to such first occurrenceaccordance with Section 11(a)(ii) and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the “Total Exercise Price” for each Right and for all purposes of this Agreementhereof) by 50% of the Current Per Share Market Price, as current per share market price of the Common Stock of such Principal Party (determined pursuant to Section 11(d) hereof, of the Common Shares of such Principal Party ) on the date of consummation of such consolidation, merger, sale or transfer; provided, however, that the Purchase Price (as theretofore adjusted in accordance with Section 13 Event11(a)(ii) hereof) and the number of shares of Common Stock of such Principal Party so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(f) hereof to reflect any events occurring in respect of the Common Stock of such Principal Party after the occurrence of such consolidation, merger, sale or transfer; (B) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Eventconsolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (C) the term “"Company” " shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (D) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its shares of Common SharesStock in accordance with Section 9 hereof) in connection with the such consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to the shares of its Common Shares Stock thereafter deliverable upon the exercise of the Rights; provided that, upon the subsequent occurrence of any consolidation, merger, sale or transfer of assets or other extraordinary transaction in respect of such Principal Party, each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right and payment of the Purchase Price as provided in this Section 13(a), such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had such holder, at the time of such transaction, owned the Common Stock of the Principal Party receivable upon the exercise of a Right pursuant to this Section 13(a), and such Principal Party shall take such steps (including, but not limited to, reservation of shares of stock) as may be necessary to permit the subsequent exercise of the Rights in accordance with the terms hereof for such cash, shares, rights, warrants and other property.
Appears in 1 contract
Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date, directly or indirectly: (i) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company or that complies with Section 11(o) hereof); (ii) any Person (other than a Subsidiary of the Company in a transaction that complies with Section 11(o) hereof) shall consolidate with the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger; , all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property, or (iiiz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or one or more any Subsidiary of its wholly owned Subsidiaries the Company in one or more transactions, transactions each of which complies with Section 11(o) hereof), then, and in each such case, proper provision shall be made so that that: (Ai) each holder of a Right (Right, except as otherwise provided hereinin Section 7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid paid, non-assessable and nonassessable freely tradeable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined), free of not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of oneone two-hundredths of a share of Preferred Share Stock for which a Right was is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Triggering Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such oneone two-hundredths of a Preferred Share share for which a Right was exercisable immediately prior to the first occurrence of a Triggering Section 11(a)(ii) Event by the Purchase Price in effect immediately prior to such first occurrence) ), and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the “Total Exercise "Purchase Price” " for each Right and for all purposes of this Agreement) by (2) 50% of the Current Per Share Market Price, as current market price (determined pursuant to Section 11(d11(d)(i) hereof, ) per share of the Common Shares Stock of such Principal Party on the date of consummation of such Section 13 Event; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (Ciii) the term “"Company” " shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (Div) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common SharesStock) in connection with the consummation of any such transaction as 32 - 29 - may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights; and (v) the provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any Section 13 Event.
Appears in 1 contract
Samples: Rights Agreement (Bestfoods)
Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Dateevent, directly or indirectly: , at any time after a Person has become an Acquiring Person, (ia) the Company shall consolidate with, or merge with and into, any other Person (other than (x) any employee benefit plan of the Company, or any entity holding Common Shares for or pursuant to the terms of any such plan or (y) a wholly owned Subsidiary of the Company in a transaction Company, and pursuant to such consolidation or merger all of the principal purpose of which is to change the state of incorporation Common Shares of the Company or that complies with Section 11(o) hereofare converted into the right to receive Common Shares of such Subsidiary on a share-for-share basis); , (iib) any Person (other than a Subsidiary any employee benefit plan of the Company in a transaction that complies with Section 11(o) hereofCompany, or any entity holding Common Shares for or pursuant to the terms of any such plan) shall consolidate with the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation merger and, in connection with such merger, all or merger; part of the Common Shares shall be changed into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property, or (iiic) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or one or more of its wholly owned Subsidiaries in one or more transactions, each of which complies with Section 11(o) hereof)Subsidiaries, then, and in each such case, proper provisions shall be made so that (i) each holder of a Right (except as otherwise provided therein) shall thereafter have the right to receive, upon the exercise thereof in accordance with the terms of this Agreement, such number of Common Shares of such other Person (including the Company as successor thereto or as the surviving corporation) as shall be equal to the result obtained by (X) multiplying the then current Purchase Price by the number of one two-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii)) and dividing that product by (Y) 50% of the current per share market price of the Common Shares of such other Person (determined pursuant to Section 11(d)) on the date of consummation of such consolidation, merger, sale or transfer; (ii) the issuer of such Common Shares shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term “Company” shall thereafter be deemed to refer to such issuer; and (iv) such issuer shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares in accordance with Section 9) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be practicable, in relation to the shares of its Common Shares thereafter deliverable upon the exercise of the Rights. The Company shall not enter into any transaction of the kind referred to in this Section 13 if at the time of such transaction there are any rights, warrants, instruments or securities outstanding or any agreement or arrangements which, as a result of the consummation of such transaction, would substantially diminish or otherwise eliminate the benefits intended to be afforded by the Rights. The Company shall not consummate any such consolidation, merger, sale or transfer unless prior thereto the Company and such issuer shall have executed and delivered to the Rights Agent a supplemental agreement so providing. The provisions of this Section 13 shall similarly apply to successive mergers or consolidation or sales or other transfers. In the event the Company shall consolidate with, or merge with and into, a wholly owned Subsidiary of the Company and pursuant to such consolidation or merger all of the Common Shares of the Company are converted into the right to receive Common Shares of such Subsidiary on a share-for-share basis, then proper provision shall be made so that (Ai) each holder of a Right (except as otherwise provided herein) shall thereafter have the right to receive, upon the exercise thereof in accordance with the terms of this Agreement, such the same number of validly authorized and issued, fully paid and nonassessable Common Shares of the Principal Party (as hereinafter defined), free of any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of oneone two-hundredths of a Preferred Share for of such Subsidiary (which a Right was exercisable immediately prior Preferred Shares shall be as nearly identical as practicable to the first occurrence of a Section 13 Event (or, if a Triggering Event has occurred prior to the first occurrence of a Section 13 Event, multiplying Preferred Shares as defined herein) as the number of such oneone two-hundredths of a Preferred Share of the Company for which a Right was exercisable immediately prior to the first occurrence of a Triggering Event by the Purchase Price in effect immediately prior to such first occurrence) and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the “Total Exercise Price” for each Right and for all purposes of this Agreement) by 50% of the Current Per Share Market Price, as determined pursuant to Section 11(d) hereof, of the Common Shares of such Principal Party on the date of consummation of such Section 13 Eventis then exercisable; (Bii) such Principal Party Subsidiary shall thereafter be liable for, and shall assume, by virtue of such Section 13 Eventconsolidation or merger, all the obligations and duties of the Company pursuant to this Agreement; (Ciii) the term “Company” shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 EventSubsidiary; and (Div) such Principal Party Subsidiary shall take such steps (including, but not limited to, the reservation of a sufficient number of its Common SharesPreferred Shares in accordance with Section 9) in connection with the such consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may bebe practicable, in relation to its Common Preferred Shares thereafter deliverable upon the exercise of the Rights. The Company shall not consummate any such consolidation or merger unless prior thereto the Company and such Subsidiary shall have executed and delivered to the Rights Agent a supplemental agreement so providing.
Appears in 1 contract
Samples: Rights Agreement (A. H. Belo CORP)
Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Datetime at which any Person becomes an Acquiring Person, directly or indirectly: (i) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary one or more direct or indirect wholly owned subsidiaries of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company or that complies with Section 11(o) hereof); , (ii) any Person (other than a Subsidiary one or more direct or indirect wholly owned subsidiaries of the Company in a transaction that complies with Section 11(o) hereof) shall consolidate with the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation merger and, in connection with such merger, all or merger; part of the Common Stock shall be changed into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property, or (iii) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power (including without limitation securities creating any obligation on the part of the Company and/or its subsidiaries) aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or one or more of its direct or indirect wholly owned Subsidiaries subsidiaries in one or more transactions, each of which a transaction that complies with Section 11(o) hereof), then, and in each such case, proper provision shall be made so that (A) each holder of a Right (except as otherwise provided hereinother than Rights that have been null and void pursuant to Section 11(a)(ii)) shall thereafter have the right to receive, upon the exercise thereof at the Purchase Price in effect immediately prior to such Person becoming an Acquiring Person multiplied by the number of one one-thousandths of a share of Preferred Stock for which a Right would then be exercisable (whether or not such Right was then exercisable), in accordance with the terms of this AgreementAgreement and in lieu of shares of Preferred Stock, such number of shares of validly authorized and issued, fully paid paid, non-assessable and nonassessable Common Shares freely tradable Senior Voting Stock (as hereinafter defined) of the Principal Party (as hereinafter defined) (including the Company as successor thereto or as the surviving corporation), free of unencumbered and not subject to any liens, encumbrances, rights of call or first refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current such Purchase Price by the then number of one one-hundredths thousandths of a share of Preferred Share Stock for which a Right was would then be exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Triggering Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of whether or not such one-hundredths of a Preferred Share for which a Right was exercisable immediately prior to the first occurrence of a Triggering Event by the Purchase Price in effect immediately prior to such first occurrencethen exercisable) and dividing that product by (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the “Total Exercise Price” for each Right and for all purposes of this Agreement) by 50% of the Current Per Share Market Price, as determined pursuant to Section 11(d) hereof, current market price per share of the Common Shares Senior Voting Stock of such Principal Party (determined in the manner described in Section 11(d)) on the date of consummation of such consolidation, merger, sale or transfer; provided that the Purchase Price and the number of shares of Senior Voting Stock of such Principal Party issuable upon exercise of each Right shall be further adjusted as provided in Section 13 Event11(f) to reflect any events occurring in respect of such Principal Party after the date of such consolidation, merger, sale or transfer; (B) such the Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Eventconsolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (C) the term “Company” shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; such consolidation, merger, sale or transfer and (D) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common SharesSenior Voting Stock in accordance with Section 9, with each reference to Preferred Stock in Section 9 being deemed to be a reference to the shares of its Senior Voting Stock) in connection with the such consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to the shares of its Common Shares Senior Voting Stock thereafter deliverable upon the exercise of the Rights; provided that, upon the subsequent occurrence of any consolidation, merger, sale or transfer of assets or other extraordinary transaction in respect of such Principal Party, each holder of a Right (other than Rights that have been null and void pursuant to Section 11(a)(ii)) shall thereupon be entitled to receive, upon exercise of a Right and payment of the Purchase Price as provided in this Section 13(a), such cash, shares, rights, warrants and other property that such holder would have been entitled to receive had such holder, at the time of such transaction, owned the Senior Voting Stock of the Principal Party receivable upon the exercise of a Right pursuant to this Section 13(a), and such Principal Party shall take such steps (including, but not limited to, reservation of shares of stock) as may be necessary to permit the subsequent exercise of the Rights in accordance with the terms hereof for such cash, shares, rights, warrants and other property.
Appears in 1 contract
Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date, directly or indirectly: :
(i) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company or that complies with does not violate Section 11(o) hereofof this Agreement); ;
(ii) any Person (other than a Subsidiary of the Company in a transaction that complies with does not violate Section 11(o) hereofof this Agreement) shall consolidate with the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger; or or
(iii) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or one or more of its wholly owned Subsidiaries in one or more transactions, each of which complies with does not violate Section 11(o) hereofof this Agreement), then, and in each such case, proper provision shall be made so that that
(A) each holder of a Right (except as otherwise provided herein) shall thereafter have the right to receive, upon the exercise thereof in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid and nonassessable Common Shares of the Principal Party (as hereinafter defined), free of any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of one-hundredths thousandths of a Preferred Share for which a Right was exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Triggering Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one-hundredths thousandths of a Preferred Share for which a Right was exercisable immediately prior to the first occurrence of a Triggering Event by Table of Contents the Purchase Price in effect immediately prior to such first occurrence) and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the “Total Exercise Price” for each Right and for all purposes of this Agreement) by 50% of the Current Per Share Market Price, as current per share market price (determined pursuant to Section 11(d) hereof, of this Agreement) of the Common Shares of such Principal Party on the date of consummation of such Section 13 Event; ;
(B) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; ;
(C) the term “Company” shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof of this Agreement shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and ;
(D) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its Common Shares) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof of this Agreement shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.
Appears in 1 contract
Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) a. In the event that, following the Shares earlier of the Distribution Date or the Share Acquisition Date, (x) the Company, directly or indirectly: (i) the Company , shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company or that complies with Section 11(o14(b) hereof); ) and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (iiy) any Person (other than a Subsidiary of the Company in a transaction that which complies with Section 11(o14(b) hereof) ), directly or indirectly, shall consolidate with the Companywith, or merge with and into into, the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger; , all or part of the outstanding Common Shares shall be changed into or exchanged for stock or other securities of any other Person (or of the Company) or cash or any other property, or (iiiz) the Company Company, directly or indirectly, shall sell or otherwise transfer (or one or more of its Subsidiaries Subsidiaries, directly or indirectly, shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or one or more any Subsidiary of its wholly owned Subsidiaries the Company in one or more transactions, transactions each of which complies with Section 11(o) hereof14(b)), then, and in each such case, proper provision shall be made so that that
(Ai) each holder of a one Right (except as otherwise provided hereinin Section 7(e) hereof) shall thereafter have the right to receive, upon the exercise thereof of each Right and upon payment of the then-current Exercise Price for one Common Share in accordance with the terms of this Agreement, not one Common Share, but rather such number of validly authorized and issued, fully paid paid, nonassessable and nonassessable freely tradable Common Shares of the Principal Party (as hereinafter defined), free and clear of any liens, encumbrances, encumbrances and other adverse claims and not subject to any rights of call or first refusal or other adverse claimsrefusal, as shall be equal to the result obtained by (1) multiplying the then then-current Purchase Exercise Price by the number of one-hundredths of a Preferred Share Common Shares for which a one Right was is then exercisable immediately prior (without taking into account any adjustment previously made pursuant to the first occurrence of a Section 13 Event (or, if a Triggering Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one-hundredths of a Preferred Share for which a Right was exercisable immediately prior to the first occurrence of a Triggering Event by the Purchase Price in effect immediately prior to such first occurrence11(a)(ii) or 11(a)(iii) hereof) and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the “Total Exercise Price” for each Right and for all purposes of this Agreement) by 50% of the Current Per Share Market Price, as current market price (determined pursuant to Section 11(d) hereof, ) per Common Share of the Common Shares of such Principal Party on the date of consummation of such Section 13 Event; consolidation, merger, sale or transfer;
(Bii) such Principal Party shall thereafter be liable for, and shall assume, pay and perform in all respects, by virtue of such Section 13 Eventconsolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; , regardless of any provision to the contrary in any agreement between the Company and such Principal Party;
(Ciii) except for purposes of Section 1(g) hereof, the term “"Company” " shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and ;
(Div) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its Common Shares) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights; provided, however, that, upon the subsequent occurrence of any merger, consolidation, sale of all or substantially all of the assets, recapitalization, reclassification of shares, reorganization or other extraordinary transaction in respect of such Principal Party, each holder of one Right (except as otherwise provided herein) shall thereupon be entitled to receive, upon exercise of such Right and payment of the Exercise Price, such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had he, at the time of such transaction, owned the Common Shares of the Principal Party purchasable upon the exercise of such Rights (after giving effect to the foregoing provisions of this Section 13(a)), and such Principal Party shall take such steps (including, but not limited to, reservation of shares of stock) as may be necessary to permit the subsequent exercise of the Rights in accordance with the terms hereof for such cash, shares, rights, warrants and other property; and
(v) the provisions of Sections 11(a)(ii) and 11(a)(iii) hereof shall be of no effect following the occurrence of any Section 13 Event.
Appears in 1 contract
Samples: Rights Agreement (Primesource Corp)
Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Datefirst occurrence of a Section 11(a)(ii) Event, directly or indirectly: , either (ix) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of Person, and the Company in a transaction shall not be the principal purpose continuing or surviving corporation of which is to change the state of incorporation of the Company such consolidation or that complies with Section 11(o) hereof); merger, (iiy) any Person (other than a Subsidiary of the Company in a transaction that complies with Section 11(o) hereof) shall consolidate with the Companywith, or merge with and into or into, the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger; , all or part of the outstanding shares of Company Common Stock shall be changed into or exchanged for stock or other securities of the Company or any other Person or cash or any other property, or (iiiz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) to any Person or Persons (other than the Company or any of its wholly owned Subsidiaries in one or more transactions each of which complies with Section 11(o) hereof), in one or more transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to (any other Person or Persons (other than the Company or one or more of its wholly owned Subsidiaries in one or more transactions, each of which complies with such event being a "Section 11(o) hereof13 Event"), then, and in each such case, proper provision shall be made so that that: (Ai) each holder of a Right (except other than Rights which have become void as otherwise provided hereinin Section 7(e) hereof), shall thereafter have the right to receive, upon the exercise thereof at the Purchase Price (as theretofore adjusted in accordance with Section 11(a)(ii) hereof), in accordance with the terms of this AgreementAgreement and in lieu of Units of Preferred Stock or shares of Company Common Stock, such number of validly authorized and issued, fully paid paid, non-assessable and nonassessable freely tradeable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined), free of which shares shall not be subject to any liens, encumbrances, rights of call or first refusal refusal, transfer restrictions or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of one-hundredths of a Preferred Share for which a Right was exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Triggering Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one-hundredths of a Preferred Share for which a Right was exercisable immediately prior to the first occurrence of a Triggering Event by dividing the Purchase Price (as theretofore adjusted in effect immediately prior to such first occurrenceaccordance with Section 11(a)(ii) and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the “Total Exercise Price” for each Right and for all purposes of this Agreementhereof) by 50% of the Current Per Share Market Price, as current market price (determined pursuant to Section 11(d) hereof, ) per share of the Common Shares Stock of such Principal Party on the date of consummation of such Section 13 Event; provided, however, that the Purchase Price (Bas theretofore adjusted in accordance with Section 11(a)(ii) hereof) and the number of shares of Common Stock of such Principal Party so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(f) hereof to reflect any events occurring in respect of the Common Stock of such Principal Party after the occurrence of such Section 13 Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (Ciii) the term “"Company” " shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Eventin all respects; and (Div) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common SharesStock in accordance with Section 9 hereof) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof of this Agreement shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Shares Stock thereafter deliverable upon the exercise of the RightsRights to its shares of Common Stock; provided, however, that, upon the subsequent occurrence of any merger, consolidation, sale of all or substantially all of the assets, recapitalization, reclassification of shares, reorganization or other extraordinary transaction in respect of such Principal Party, each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right and payment of the Purchase Price, such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had it, at the time of such transaction, owned the shares of Common Stock of the Principal Party purchasable upon the exercise of a Right, and such Principal Party shall take such steps (including, but not limited to, reservation of shares of stock) as may be necessary to permit the subsequent exercise of the Rights in accordance with the terms hereof for such cash, shares, rights, warrants and other property; and (v) the provisions of Section 11(a)(ii) hereof shall be of no further effect following the first occurrence of any Section 13 Event.
Appears in 1 contract
Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date, directly or indirectly: :
(i) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company or that complies with Section 11(o) hereofof this Agreement); ;
(ii) any Person (other than a Subsidiary of the Company in a transaction that complies with Section 11(o) hereofof this Agreement) shall consolidate with the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger; or or
(iii) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or one or more of its wholly owned Subsidiaries in one or more transactions, each of which complies with Section 11(o) hereofof this Agreement), then, and in each such case, proper provision shall be made so that that:
(A) each holder of a Right (except as otherwise provided herein) shall thereafter have the right to receive, upon the exercise thereof in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid and nonassessable Common Shares of the Principal Party (as hereinafter defined), free of any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of one-hundredths six thousand seven hundred fiftieths of a Preferred Share for which a Right was exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Triggering Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one-hundredths six thousand seven hundred fiftieths of a Preferred Share for which a Right was exercisable immediately prior to the first occurrence of a Triggering Event by the Purchase Price in effect immediately prior to such first occurrence) and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the “"Total Exercise Price” " for each Right and for all purposes of this -------------------- Agreement) by 50% of the Current Per Share Market Price, as current per share market price (determined pursuant to Section 11(d) hereof, of this Agreement) of the Common Shares of such Principal Party on the date of consummation of such Section 13 Event; ;
(B) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; ;
(C) the term “"Company” " shall thereafter be deemed to refer ------- to such Principal Party, it being specifically intended that the provisions of Section 11 hereof of this Agreement shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and ;
(D) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its Common Shares) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof of this Agreement shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.
Appears in 1 contract
Samples: Preferred Shares Rights Agreement (Oracle Corp /De/)
Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Stock Acquisition Date, directly or indirectly: , (ix) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company or that complies with Section 11(o) hereof); , and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (iiy) any Person (other than a Subsidiary of the Company in a transaction that which complies with Section 11(o) hereof) shall consolidate with the Companywith, or merge with and into or into, the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger; , all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property, or (iiiz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating more than fifty percent (50% or more %) of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or one or more any Subsidiary of its wholly owned Subsidiaries the Company in one or more transactions, transactions each of which complies with Section 11(o) hereof), then, and in each such case, proper provision shall be made so that that: (Ai) each holder of a Right (Right, except as otherwise provided hereinin Section 7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid paid, nonassessable and nonassessable freely tradable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined), free of not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of oneone ten-hundredths thousandths of a share of Preferred Share Stock for which a Right was is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Triggering Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such oneone ten-hundredths thousandths of a Preferred Share share for which a Right was exercisable immediately prior to the first occurrence of a Triggering Section 11(a)(ii) Event by the Purchase Price in effect immediately prior to such first occurrence) ), and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the “Total Exercise Purchase Price” for each Right and for all purposes of this Agreement) by fifty percent (50% %) of the Current Per Share Market Price, as current market price (determined pursuant to Section 11(d11(d)(i) hereof, ) per share of the Common Shares Stock of such Principal Party on the date of consummation of such Section 13 Event; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (Ciii) the term “Company” shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (Div) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common SharesStock) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights; provided, however, that upon the subsequent occurrence of any merger, consolidation, sale of all or substantially all assets, recapitalization, reclassification of shares, reorganization or other extraordinary transaction in respect of such Principal Party, each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right and payment of the Purchase Price, such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had he, at the time of such transaction, owned the shares of Common Stock of the Principal Party purchasable upon the exercise of a Right, and such Principal Party shall take such steps (including, but not limited to, reservation of shares of stock) as may be necessary to permit the subsequent exercise of the Rights in accordance with the terms hereof for such cash, shares, rights, warrants and other property; and (v) the provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any Section 13 Event.
Appears in 1 contract
Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In Subject to Section 23 of this Agreement, in the event that, following the Shares Stock Acquisition Date, directly or indirectly: , (ix) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company or that complies with Section 11(o) hereof); , and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (iiy) any Person (other than a Subsidiary of the Company in a transaction that which complies with Section 11(o) hereof) shall consolidate with the Companywith, or merge with and into or into, the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger; , all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property, or (iiiz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or one or more any Subsidiary of its wholly owned Subsidiaries the Company in one or more transactions, transactions each of which complies with Section 11(o) hereof), then, and in each such casecase (except as may be contemplated by Section 13(d) hereof), proper provision shall be made so that that: (Ai) each holder of a Right (Right, except as otherwise provided hereinin Section 7(e) shall hereof, shall, upon the expiration of the Redemption Period, thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid paid, non-assessable and nonassessable freely tradable shares of Common Shares Stock of the Principal Party (as hereinafter defined)Party, free of not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of one one-hundredths thousandths of a share of Preferred Share Stock for which a Right was exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Triggering Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one one-hundredths thousandths of a share of Preferred Share Stock for which a Right was exercisable immediately prior to the first occurrence of a Triggering Section 11(a)(ii) Event by the Purchase Price in effect immediately prior to such first occurrence) ), and (2) dividing that product (whichwhich product, following the first occurrence of a Section 13 Event, shall be referred to as the “Total Exercise "Purchase Price” " for each Right and for all purposes of this Agreement) by 50% of the Current Per Share Market Price, as determined pursuant to Section 11(d) hereof, current market price per share of the shares of Common Shares Stock of such Principal Party on the date of consummation of such Section 13 EventEvent (or the fair market value on such date of other securities or property of the Principal Party, as provided for herein); (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (Ciii) the term “"Company” " shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof (other than Sections 11(a)(ii) and 11(a)(iii)) shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (Div) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common SharesStock) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights; and (v) the provisions of Section 11(a)(ii) and Section 11(a)(iii) hereof shall be of no effect following the first occurrence of any Section 13 Event.
Appears in 1 contract
Samples: Rights Agreement (Planetcad Inc)
Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Dateat any time after a Person becomes an Acquiring Person, directly or indirectly: , (i) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company or that complies with Section 11(o) hereof); Person, (ii) any Person (other than a Subsidiary of the Company in a transaction that complies with Section 11(o) hereof) shall consolidate with the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation merger and, in connection with such merger, all or merger; part of the Common Shares and/or Class A Common Shares shall be changed into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property, or (iii) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or one or more of its wholly wholly-owned Subsidiaries in one or more transactions, each of which complies with Section 11(o) hereof)Subsidiaries, then, and in each such case, proper provision shall be made so that (A) each holder of a Right (except as otherwise provided herein) shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredth of a Preferred Share for which a Right is then exercisable, in accordance with the terms of this AgreementAgreement and in lieu of Preferred Shares, such number of validly authorized and issued, fully paid and nonassessable Common Shares and/or Class A Common Shares of such other Person (including the Principal Party (Company as hereinafter defined), free of any liens, encumbrances, rights of first refusal successor thereto or other adverse claims, as the surviving corporation) as shall be equal to the result obtained by (1x) multiplying the then current Purchase Price by the number of one one-hundredths hundredth of a Preferred Share for which a Right was is then exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Triggering Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one-hundredths of a Preferred Share for which a Right was exercisable immediately prior to the first occurrence of a Triggering Event by the Purchase Price in effect immediately prior to such first occurrence) and (2) dividing that product by (which, following the first occurrence of a Section 13 Event, shall be referred to as the “Total Exercise Price” for each Right and for all purposes of this Agreementy) by 50% of the Current Per Share Market Price, as then current per share market price of the Common Shares and/or Class A Common Shares of such other Person (determined pursuant to Section 11(d) hereof, of the Common Shares of such Principal Party ) on the date of consummation of such Section 13 Eventconsolidation, merger, sale or transfer; (B) the issuer of such Principal Party Common Shares and/or Class A Common Shares shall thereafter be liable for, and shall assume, by virtue of such Section 13 Eventconsolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (C) the term “"Company” " shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Eventissuer; and (D) such Principal Party issuer shall take such steps (including, but not limited to, the reservation of a sufficient number of its Common SharesShares and/or Class A Common Shares in accordance with Section 9 hereof) in connection with the such consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its the Common Shares and/or Class A Common Shares thereafter deliverable upon the exercise of the Rights. The Company covenants and agrees that it shall not consummate any such consolidation, merger, sale or transfer unless prior thereto the Company and such issuer shall have executed and delivered to the Rights Agent a supplemental agreement so providing. The Company shall not enter into any transaction of the kind referred to in this Section 13 if at the time of such transaction there are any rights, warrants, instruments or securities outstanding or any agreements or arrangements which, as a result of the consummation of such transaction, would eliminate or substantially diminish the benefits intended to be afforded by the Rights. The provisions of this Section 13 shall similarly apply to successive mergers or consolidations or sales or other transfers. For purposes hereof, the "earning power" of the Company and its Subsidiaries shall be determined in good faith by the Company's Board of Directors on the basis of the operating earnings of each business operated by the Company and its Subsidiaries during the three fiscal years preceding the date of such determination (or, in the case of any business not operated by the Company or any Subsidiary during three full fiscal years preceding such date, during the period such business was operated by the Company or any Subsidiary).
Appears in 1 contract
Samples: Rights Agreement (Heico Corp)
Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following at any time after the Shares Acquisition Datetime that any Person becomes an Acquiring Person, (x) the Corporation shall, directly or indirectly: (i) the Company shall , consolidate with, or merge with and into, any other Person or Persons (other than a Subsidiary an Exempt Person) and the Corporation shall not be the surviving or continuing corporation of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company such consolidation or that complies with Section 11(o) hereof); merger, or (iiy) any Person or Persons (other than a Subsidiary of the Company in a transaction that complies with Section 11(oan Exempt Person) hereof) shall shall, directly or indirectly, consolidate with the Companywith, or merge with and into into, the Company Corporation, and the Company Corporation shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger; , all or part of the outstanding shares of Common Stock shall be changed or converted into or exchanged for stock or other securities of any other Person (other than an Exempt Person) or of the Corporation or cash or any other property, or (iiiz) the Company shall sell or otherwise transfer (Corporation or one or more of its Subsidiaries shall shall, directly or indirectly, sell or otherwise transfer), transfer to any other Person (other than an Exempt Person) in one or more transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company Corporation and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or one or more of its wholly owned Subsidiaries in one or more transactions, each of which complies with Section 11(o) hereof), then, and in each on the first occurrence of any such caseevent, proper provision shall be made so that that: (Ai) each holder of record of a Right (Right, except as otherwise provided hereinin Section 7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Exercise Price multiplied by the number of one one-thousandths of a share of Preferred Stock for which a Right is then exercisable, in accordance with the terms of this AgreementAgreement and in lieu of shares of Preferred Stock, such number of shares of validly authorized and issued, fully paid paid, non-assessable and nonassessable freely tradeable Common Shares Stock of the Principal Party (as hereinafter defineddefined in Section 13(b) hereof), free of not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Exercise Price by the number of one one-hundredths thousandths of a share of Preferred Share Stock for which a Right was is then exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Triggering Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one-hundredths of a Preferred Share for which a Right was exercisable immediately prior to the first occurrence of a Triggering Event and dividing that product by the Purchase Price in effect immediately prior to such first occurrence) and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the “Total Exercise Price” for each Right and for all purposes of this Agreement) by 50% of the Current Per Share then per share Fair Market Price, as determined pursuant to Section 11(d) hereof, Value of the Common Shares Stock of such the Principal Party on the date of the consummation of such consolidation, merger, sale or transfer; PROVIDED, HOWEVER, that the Exercise Price (as adjusted) and the number of shares of Common Stock of such Principal Party so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 13 Event11 hereof to reflect any events occurring in respect of the Common Stock of such Principal Party after the occurrence of such consolidation, merger, sale or transfer; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Eventconsolidation, merger, sale or transfer, all the obligations and duties of the Company Corporation pursuant to this Agreement; (Ciii) the term “Company” "Corporation" for all purposes of this Agreement shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (Div) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common SharesStock in accordance with the provisions of Section 9 hereof applicable to the reservation of Preferred Stock) in connection with the such consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights; PROVIDED, HOWEVER, that, upon the subsequent occurrence of any merger, consolidation, sale of all or substantially all of the assets, recapitalization, reclassification of shares, reorganization or other extraordinary transaction in respect of such Principal Party, each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right and payment of the Exercise Price, such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had it, at the time of such transaction, owned the shares of Common Stock of the Principal Party purchasable upon the exercise of a Right, and such Principal Party shall take such steps (including, but not limited to, reservation of shares of stock) as may be necessary to permit the subsequent exercise of the Rights in accordance with the terms hereof for such cash, shares, rights, warrants and other property; and (v) the provisions of Section 11(a)(ii) hereof shall be of no effect following the occurrence of any event described in clause (x), (y) or (z) above of this Section 13(a).
Appears in 1 contract
Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Stock Acquisition Date, directly or indirectly: , (ix) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company or that complies with Section 11(o) hereofhere- of); , and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (iiy) any Person (other than a Subsidiary of the Company in a transaction that which complies with Section 11(o) hereof) shall consolidate with the Companywith, or merge with and into or into, the Company Compa- ny, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger; , all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property or (iiiz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfertrans- fer), in one transaction or more transactionsa series of related transac- tions, assets or earning power aggregating more than fifty percent (50% or more %) of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or one or more any Subsid- iary of its wholly owned Subsidiaries the Company in one or more transactions, transactions each of which complies with Section 11(o) hereof), then, and in each such casecase (except as may be contemplated by Section 13(d) hereof), proper provision shall be made so that that: (Ai) each holder of a Right (Right, except as otherwise provided hereinin Section 7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid paid, non-assessable and nonassessable freely tradeable shares of Common Shares Stock of the Principal Party (as hereinafter defineddefined below), free of not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of one one-hundredths thousandths of a share of Preferred Share Stock for which a Right was is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Triggering Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one one-hundredths thousandths of a Preferred Share share for which a Right was exercisable immediately prior to the first occurrence of a Triggering Section 11(a)(ii) Event by the Purchase Price in effect immediately prior to such first occurrence) ), and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the “Total Exercise "Purchase Price” " for each Right and for all purposes of this Agreement) by (2) fifty percent (50% %) of the Current Per Share Market Price, as determined pursuant to Section 11(d) hereof, Price per share of the Common Shares Stock of such Principal Party on the date of consummation of such Section 13 Event; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (Ciii) the term “"Company” " shall thereafter be deemed to refer to such Principal Party, it being specifically specif- ically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (Div) such Principal Princi- pal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common SharesStock) in connection with the consummation con- summation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights; and (v) the provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any Section 13 Event.
Appears in 1 contract
Samples: Rights Agreement (Lam Research Corp)
Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) a. In the event that, following on or after the Shares Stock Acquisition Date, directly or indirectly: , (ix) the Company shall consolidate with, or merge with and into, any other Person or Persons (other than a Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company or that complies with Section 11(o) hereof); , and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (iiy) any Person or Persons (other than a Subsidiary of the Company in a transaction that which complies with Section 11(o) hereof) shall consolidate with the Companywith, or merge with and into or into, the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger; , all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person or Persons or cash or any other property, or (iiiz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a wholewhole and calculated on the basis of the Company's most recent regularly prepared financial statements) to any other Person or Persons (other than the Company or one or more any Subsidiary of its wholly owned Subsidiaries the Company in one or more transactions, transactions each of which complies with Section 11(o) hereof), then, and in each such casecase (except as may be contemplated by Section 13(d) hereof), proper provision shall be made so that that: (Ai) each holder of a Right (Right, except as otherwise provided hereinin Section 7(e) shall thereafter hereof, shall, from and after the later of (A) the date of the first occurrence of any such Section 13 Event or (B) the date of the expiration of the period within which the Rights may be redeemed pursuant to Section 23 hereof (as the same may be amended), have the right to receive, upon the exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid paid, nonassessable and nonassessable freely tradeable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined), free of not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share share of Preference Stock for which a Right was is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Triggering Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one one-hundredths of a Preferred Share share for which a Right was exercisable immediately prior to the first occurrence of a Triggering Section 11(a)(ii) Event by the Purchase Price in effect immediately prior to such first occurrence) ), and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the “Total Exercise "Purchase Price” " for each Right and for all purposes of this Agreement) by 50% of the Current Per Share Market Price, as Price (determined pursuant to Section 11(d11(d)(i) hereof, ) per share of the Common Shares Stock of such Principal Party on the date of consummation of such Section 13 Event; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (Ciii) the term “"Company” " shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (Div) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common SharesStock) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights; and (v) the provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any Section 13 Event.
Appears in 1 contract
Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date, directly or indirectly: :
(i) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company or that which complies with Section 11(o) hereof); ;
(ii) any Person (other than a Subsidiary of the Company in a transaction that complies with Section 11(o) hereof) shall consolidate with the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger; or or
(iii) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or one or more of its wholly owned Subsidiaries in one or more transactions, each of which complies with Section 11(o) hereof), ; then, and in each such case, proper provision shall be made so that that
(A) each holder of a Right (except as otherwise provided herein) shall thereafter have the right to receive, upon the exercise thereof in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid and nonassessable Common Shares of the Principal Party (as hereinafter defined), free of any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of one-hundredths one- thousandths of a Preferred Share for which a Right was exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Triggering Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one-hundredths thousandths of a Preferred Share for which a Right was exercisable immediately prior to the first occurrence of a Triggering Event by the Purchase Price in effect immediately prior to such first occurrence) and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the “"Total Exercise Price” " for each Right and for all purposes of this Agreement) by 50% of the Current Per Share Market Price, as current per share market price (determined pursuant to Section 11(d) hereof, ) of the Common Shares of such Principal Party on the date of consummation of such Section 13 Event; ;
(B) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (C) the term “Company” shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (D) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its Common Shares) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.;
Appears in 1 contract
Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Datetime at which any Person becomes an Acquiring Person, directly or indirectly: (i) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company or that complies with Section 11(o) hereof); Person, (ii) any Person (other than a Subsidiary of the Company in a transaction that complies with Section 11(o) hereof) shall consolidate with the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation merger and, in connection with such merger, all or merger; part of the Common Stock shall be changed into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property, or (iii) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or one or more of its wholly wholly-owned Subsidiaries in one or more transactions, each of which complies with Section 11(o) hereofsubsidiaries), then, and in each such case, proper provision shall be made so that (A) each holder of a Right (except as otherwise provided herein) shall thereafter have the right to receive, upon the exercise thereof at the Purchase Price in effect immediately prior to such Person becoming an Acquiring Person multiplied by the number of one one-thousandths of a share of Preferred Stock for which a Right is then exercisable, in accordance with the terms of this AgreementAgreement and in lieu of shares of Preferred Stock, such number of shares of validly authorized and issued, fully paid paid, non-assessable and nonassessable Common Shares freely tradable Senior Voting Stock (as hereinafter defined) of the Principal Party (as hereinafter defined) (including the Company as successor thereto or as the surviving corporation), free of unencumbered and not subject to any liens, encumbrances, rights of call or first refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current such Purchase Price by the then number of one one-hundredths thousandths of a share of Preferred Share Stock for which a Right was is then exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Triggering Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one-hundredths of a Preferred Share for which a Right was exercisable immediately prior to the first occurrence of a Triggering Event and dividing that product by the Purchase Price in effect immediately prior to such first occurrence) and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the “Total Exercise Price” for each Right and for all purposes of this Agreement) by 50% of the Current Per Share Market Price, as determined pursuant to Section 11(d) hereof, current market price per share of the Common Shares Senior Voting Stock of such Principal Party (determined in the manner described in Section 11(d)) on the date of consummation of such Section 13 Eventconsolidation, merger, sale or transfer; (B) such the Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Eventconsolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (C) the term “Company” shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (D) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its Common Shares) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.term
Appears in 1 contract
Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Dateevent, directly or indirectly: , (i) the Company shall consolidate with, or merge with and into, or effect a share exchange or conversion with or into, any other Person (other than a Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company or that complies with Section 11(o) hereof); Person, (ii) any Person (other than a Subsidiary of the Company in a transaction that complies with Section 11(o) hereof) shall consolidate with the Company, or merge with and into the Company and or effect a share exchange or conversion with or into, the Company, the Company shall be the continuing or surviving corporation in such transaction and, in connection with such transaction, all or part of such consolidation the Common Shares shall be changed into or merger; exchanged for stock or other securities of any other Person (or the Company) or cash or any other property, or (iii) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or one or more of its wholly wholly-owned Subsidiaries in one or more transactions, each of which complies with Section 11(o) hereof)Subsidiaries, then, and in each such case, proper provision shall be made so that (Ai) each holder of a Right (except as otherwise provided herein) shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-thousandth interests in a Preferred Share for which a Right is then exercisable, in accordance with the terms of this AgreementAgreement and in lieu of Preferred Shares, such number of validly duly authorized and validly issued, fully paid and nonassessable non-assessable Common Shares of the Principal Party (as hereinafter defined), free of any liens, encumbrances, rights of first refusal or other adverse claims, defined in Section 13(b) hereof) as shall be equal to the result obtained by (1A) multiplying the then current Purchase Price by the number of one one-hundredths of thousandth interests in a Preferred Share for which a Right was is then exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Triggering Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one-hundredths of a Preferred Share for which a Right was exercisable immediately prior to the first occurrence of a Triggering Event by the Purchase Price in effect immediately prior to such first occurrence) and (2) dividing that product by (which, following the first occurrence of a Section 13 Event, shall be referred to as the “Total Exercise Price” for each Right and for all purposes of this AgreementB) by 50% of the Current Per Share Market Price, as then current per share market price of the Common Shares of the Principal Party (determined pursuant to Section 11(d) hereof, of the Common Shares of such Principal Party ) on the date of consummation of such Section 13 Eventtransaction; (Bii) such the Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Eventtransaction, all the obligations and duties of the Company pursuant to this Agreement; (Ciii) the term “"Company” ", as used in this Agreement, shall thereafter be deemed to refer to such mean the Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (Div) such Principal Party shall take such steps (including, but not limited to, the authorization by all necessary corporate action and the reservation of a sufficient number of its Common SharesShares in accordance with Section 9 of this Agreement) in connection with the such consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its the Common Shares of the Principal Party thereafter deliverable upon the exercise of the Rights. The Company shall not consummate any such transaction unless prior thereto the Company and the Principal Party shall have executed and delivered to the Rights Agent a supplemental agreement so providing and further providing that, immediately after the date of any such transaction mentioned in this paragraph (a) of this Section 13, the Principal Party at its own expense will (i) prepare and file a registration statement under the Securities Act with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, will cause such registration statement to become effective as soon as possible after such filing and will cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Securities Act) until no longer required under the Act with respect to securities purchasable upon exercise of the Rights; and (ii) qualify or register the Rights and the securities purchasable upon exercise of the Rights, and take all such other action as may be required or as is appropriate, under the securities or blue sky laws of such jurisdictions as may be necessary or appropriate. The Company shall not enter into any transaction of the kind referred to in this Section 13 if at the time of such transaction there are any rights, warrants, instruments or securities outstanding or any agreements or arrangements which, as a result of the consummation of such transaction, would eliminate or substantially diminish the benefits intended to be afforded by the Rights. The provisions of this Section 13 shall similarly apply to successive mergers, consolidations, exchanges, conversions, sales or other transfers.
Appears in 1 contract
Samples: Rights Agreement (Urocor Inc)
Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In Subject to Section 23 hereof, at any time after a Person has become an Acquiring Person, in the event that, following the Shares Acquisition Date, directly or indirectly: ,
(ix) the Company shall consolidate with, or merge with and into, any other Person (other than a direct or indirect, wholly-owned Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company or that complies with Section 11(o) hereof); , and the Company shall not be the continuing or surviving entity of such consolidation or merger,
(iiy) any Person (other than a direct or indirect, wholly-owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof) shall consolidate with the Companywith, or merge with and into or into, the Company Company, and the Company shall be the continuing or surviving corporation entity of such consolidation or merger and, in connection with such consolidation or merger; , all or part of the outstanding shares of Common Stock shall be converted into or exchanged for stock or other securities of any other Person (iiior the Company) or cash or any other property, or
(z) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) to any Person or Persons (other than the Company or any of its direct or indirect, wholly-owned Subsidiaries in one or more transactions, each of which complies with Section 11(o) hereof), in one or more transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole), (any such event described in (x), (y), or (z) being herein referred to any other Person or Persons (other than the Company or one or more of its wholly owned Subsidiaries in one or more transactions, each of which complies with as a “Section 11(o) hereof13 Event”), then, and in each such case, proper provision shall be made so that that:
(Ai) each holder of a Right (Right, except as otherwise provided hereinin Section 7(e) shall hereof, shall, upon the expiration of the Redemption Period (as defined in Section 23(a) hereof), thereafter have the right to receive, upon the exercise thereof of the Right at the then current Purchase Price in accordance with the terms of this Agreement, and in lieu of a number of one one-thousandth shares of Preferred Stock, such number of validly authorized and issued, fully paid paid, non-assessable and nonassessable freely tradable shares of Common Shares Stock of the Principal Party (as hereinafter defined), free of which shares shall not be subject to any liens, encumbrances, rights of first refusal refusal, transfer restrictions or other adverse claims, as shall be equal to the result obtained by by
(1) multiplying the such then current Purchase Price by the number of one one-hundredths thousandths of a share of Preferred Share Stock for which a such Right was is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Triggering Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one-hundredths one one- thousandths of a share of Preferred Share Stock for which a Right was would be exercisable immediately prior to hereunder but for the first occurrence of a Triggering such Section 11(a)(ii) Event by the Purchase Price that would be in effect immediately prior to hereunder but for such first occurrence) and ), and
(2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the “Total Exercise Purchase Price” for each Right and for all purposes of this Agreement) by 50% of the Current Per Share Market Price, then current per share market price (as determined pursuant to Section 11(d) hereof, ) of the shares of Common Shares Stock of such Principal Party on the date of consummation of such Section 13 Event; Event (Bor the fair market value on such date of other securities or property of the Principal Party, as provided for herein);
(ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; ;
(Ciii) the term “Company” shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and ;
(Div) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common SharesStock) in connection with the consummation of any such transaction as may be necessary to assure ensure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may bebe possible, in relation to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights; and
(v) the provisions of Section 11(a)(ii) hereof shall be of no further effect following the first occurrence of any Section 13 Event, and the Rights that have not theretofore been exercised shall thereafter become exercisable in the manner described in this Section 13.
Appears in 1 contract
Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Datefirst occurrence of a Section 11(a)(ii) Event, directly or indirectly: , either (ix) the Company shall consolidate with, or merge with and into, any other Person (other than a wholly owned Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company or that complies with Section 11(o) hereof); , and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (iiy) any Person (other than a wholly owned Subsidiary of the Company in a transaction that complies which compiles with Section 11(o) hereof) shall consolidate with the Companywith, or merge with and into or into, the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger; , all or part of the outstanding shares of Company Common Stock shall be changed into or exchanged for stock or other securities of the Company or any other Person or cash or any other property, or (iiiz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) to any Person or Persons (other than the Company or any of its wholly owned Subsidiaries in one or more transactions each of which complies with Section 11(o) hereof), in one or more transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to (any other Person or Persons (other than the Company or one or more of its wholly owned Subsidiaries in one or more transactions, each of which complies with such event being a "Section 11(o) hereof13 Event ), then, and in each such case, proper provision shall be made so that that: (Ai) each holder of a Right Right, (except other than Rights which have become void as otherwise provided hereinin Section 7(e) hereof), shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price, in accordance with the terms this Agreement and in lieu of this AgreementUnits of Preferred Stock or shares of Company Common Stock, such number of validly authorized and issued, fully paid paid, non-assessable and nonassessable freely tradeable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined), free of which shares shall not be subject to any liens, encumbrances, rights of call or first refusal refusal, transfer restrictions or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of one-hundredths Units of a Preferred Share Stock for which a Right was is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Triggering Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one-hundredths of a Preferred Share Units for which a Right was would be exercisable immediately prior to hereunder but for the first occurrence of a Triggering such Section 11(a)(ii) Event by the Purchase Price which would be in effect immediately prior to hereunder but for such first occurrence) and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the “Total Exercise "Purchase Price” for each Right and " for all purposes of this Agreement) by 50% of the Current Per Share Market Price, as current market price (determined pursuant to Section 11(d) hereof, ) per share of the Common Shares Stock of such Principal Party on the date of consummation of such Section 13 Event, provided, however, that the Purchase Price (as theretofore adjusted in accordance with Section 11(a)(ii) hereof) and the number of shares of Common Stock of such Principal Party so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(f) hereof to reflect any events occurring in respect of the Common Stock of such Principal Party after the occurrence of such Section 13 Event; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (Ciii) the term “"Company” " shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Eventin all respects; and (Div) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common SharesStock in accordance with Section 9 hereof) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof of this Agreement shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights, to its shares of Common Stock; provided, however, that, upon the subsequent occurrence of any merger, consolidation, sale of all or substantially all of the assets, recapitalization, reclassification of shares, reorganization or other extraordinary transaction in respect of such Principal Party, each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right and payment of the Purchase Price, such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had it, at the time of such transaction, owned the shares of Common Stock of the Principal Party purchasable upon the exercise of a Right, and such Principal Party shall take such steps (including, but not limited to, reservation of shares of stock) as may be necessary to permit the subsequent exercise of the Rights in accordance with the terms hereof for such cash, shares, rights, warrants and other property; and (v) the provisions of Section 11(a)(ii) hereof shall be of no further effect following the first occurrence of any Section 13 Event.
Appears in 1 contract
Samples: Rights Agreement (SDL Inc)
Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, on or following the Shares Stock Acquisition Date, directly or indirectly: , (ix) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of Person, and the Company in a transaction shall not be the principal purpose continuing or surviving corporation of which is to change the state of incorporation of the Company such consolidation or that complies with Section 11(o) hereof); merger, (iiy) any Person (other than a Subsidiary of the Company in a transaction that complies with Section 11(o) hereof) shall consolidate with the Company, Company or merge with and into the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger; , other than, in the case of any transaction described in (x) or (iiiy), a merger or consolidation which results in all of the securities generally entitled to vote in the election of directors ("voting securities") of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the continuing or surviving entity) all of the voting securities of the Company or such continuing or surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or more series of related transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or one or more any Subsidiary of its wholly owned Subsidiaries the Company in one or more transactions, transactions each of which complies with Section 11(o) hereof), then, and in each such case, proper provision shall be made so that (Ai) each holder of a Right (Right, except as otherwise provided hereinin Section 7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at the then-current Purchase Price in accordance with the terms of this Agreement, such number of shares of validly authorized and issued, fully paid and nonassessable non-assessable Common Shares Stock of the Principal Party (as hereinafter defineddefined below), free of not subject to any liens, encumbrances, rights of call or first refusal or other adverse claims, as shall be equal to the result obtained by (1A) multiplying the then then-current Purchase Price by the then number of one one-hundredths of a share of Preferred Share Stock for which a Right was exercisable immediately prior to the first occurrence of a such Section 13 12(a) Event (or, if a Triggering Section 11(a)(ii) Event has had occurred prior to the first occurrence of a such Section 13 12(a) Event, multiplying the number of such one one-hundredths of a share of Preferred Share Stock for which a Right was exercisable immediately prior to the first occurrence of a Triggering such Section 11(a)(ii) Event by the Purchase Price in effect immediately prior to such first occurrence) ), and dividing that product by (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the “Total Exercise Price” for each Right and for all purposes of this Agreement) by 50% of the Current Per Share Market Price, as determined pursuant to Section 11(d) hereof, current market price per share of the Common Shares Stock of such Principal Party (determined in the manner described in Section 11(d) on the date of consummation of such Section 13 12(a) Event); (Bii) such the Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Eventconsolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (Ciii) the term “"Company” " shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 12(a) Event; and (Div) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common SharesStock in accordance with Section 9 hereof) in connection with the such consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to the shares of its Common Shares Stock thereafter deliverable upon the exercise of the RightsRight.
Appears in 1 contract
Samples: Rights Agreement (Comtech Telecommunications Corp /De/)
Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following on or after the Shares Stock Acquisition Date, directly or indirectly: , (ix) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company or that complies with Section 11(o) hereof); , and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (iiy) any Person (other than a Subsidiary of the Company in a transaction that complies with Section 11(o) hereof) shall consolidate with the Companywith, or merge with and into or into, the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger; , or the Company shall be party to a share exchange, and, in connection with such consolidation or merger or share exchange, all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of the Company or any other Person or cash or any other property, or (iiiz) the Company shall sell sell, lease or otherwise transfer (or one or more of its Subsidiaries shall sell sell, lease or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or one any Subsidiary of the Company or more of its wholly owned Subsidiaries any combination thereof in one or more transactions, transactions each of which complies complies, and all of which together comply, with Section 11(o) hereof), then, and in each such casecase (except as may be contemplated by Section 13(d) hereof), proper provision shall be made so that that: (Ai) on and after the Distribution Date, each holder of a Right (Right, except as otherwise provided hereinin Section 7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid paid, nonassessable and nonassessable freely tradeable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined), free of not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of one one-hundredths thousandths of a share of Preferred Share Stock for which a Right was exercisable immediately prior to the first occurrence of a Section 13 Flip-Over Event (or, if a Triggering Flip-In Event has occurred prior to the first occurrence of a Section 13 Flip-Over Event, multiplying the number of such one one-hundredths thousandths of a share of Preferred Share Stock for which a Right was exercisable immediately prior to the first occurrence of a Triggering Flip-In Event by the Purchase Price in effect immediately prior to such first occurrence) ), and (2) dividing that product (which, following the first occurrence of a Section 13 Flip-Over Event, shall be referred to as the “Total Exercise Price” Purchase Price for each Right and for all purposes of this Agreement) by (2) 50% of the Current Per Share Market Price, as determined pursuant to Section 11(d) hereof, Price per share of the Common Shares Stock of such Principal Party on the date of consummation of such Section 13 Flip-Over Event; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Flip-Over Event, all the obligations and duties of the Company pursuant to this Agreement; (Ciii) the term “"Company” " shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Flip-Over Event; and (Div) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common SharesStock) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights; and (v) the provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any Flip-Over Event.
Appears in 1 contract
Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following on or after the Shares Stock Acquisition Date, directly or indirectly: , (ix) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company or that complies with Section 11(o) hereof); , and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (iiy) any Person (other than a Subsidiary of the Company in a transaction that complies with Section 11(o) hereof) shall consolidate with the Companywith, or merge with and into or into, the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger; , or the Company shall be party to a share exchange, and, in connection with such consolidation or merger or share exchange, all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of the Company or any other Person or cash or any other property, or (iiiz) the Company shall sell sell, lease or otherwise transfer (or one or more of its Subsidiaries shall sell sell, lease or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or one any Subsidiary of the Company or more of its wholly owned Subsidiaries any combination thereof in one or more transactions, transactions each of which complies complies, and all of which together comply, with Section 11(o) hereof), then, and in each such casecase (except as may be contemplated by Section 13(d) hereof), proper provision shall be made so that that: (Ai) on and after the Distribution Date, each holder of a Right (Right, except as otherwise provided hereinin Section 7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid paid, nonassessable and nonassessable freely tradeable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined), free of not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of one one-hundredths of a share of Preferred Share Stock for which a Right was exercisable immediately prior to the first occurrence of a Section 13 Flip-Over Event (or, if a Triggering Flip-In Event has occurred prior to the first occurrence of a Section 13 Flip-Over Event, multiplying the number of such one one-hundredths of a share of Preferred Share Stock for which a Right was exercisable immediately prior to the first occurrence of a Triggering Flip-In Event by the Purchase Price in effect immediately prior to such first occurrence) ), and (2) dividing that product (which, following the first occurrence of a Section 13 Flip-Over Event, shall be referred to as the “Total Exercise Price” Purchase Price for each Right and for all purposes of this Agreement) by (2) 50% of the Current Per Share Market Price, as determined pursuant to Section 11(d) hereof, Price per share of the Common Shares Stock of such Principal Party on the date of consummation of such Section 13 Flip-Over Event; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Flip-Over Event, all the obligations and duties of the Company pursuant to this Agreement; (Ciii) the term “"Company” " shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Flip-Over Event; and (Div) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common SharesStock) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights; and (v) the provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any Flip-Over Event.
Appears in 1 contract
Samples: Rights Agreement (Southdown Inc)
Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Stock Acquisition Date, directly or indirectly: , (ix) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company or that complies with Section 11(o) hereof); , and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (iiy) any Person (other than a Subsidiary of the Company in a transaction that which complies with Section 11(o) hereof) shall consolidate with the Companywith, or merge with and into or into, the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger; , all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property or (iiiz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), ) in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or one or more any Subsidiary of its wholly owned Subsidiaries the Company in one or more transactions, transactions each of which complies with Section 11(o) hereof), then, and in each such case, proper provision provisions shall be made so that that: (Ai) each holder of a Right (Right, except as otherwise provided hereinin Section 7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price (disregarding any adjustment of the Purchase Price pursuant to Section 11(a)(ii) hereof) in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid paid, nonassessable and nonassessable freely tradeable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined), free of not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of one-hundredths shares of a Preferred Share Common Stock for which a Right was is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Triggering Section 1 l(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one-hundredths of a Preferred Share shares for which a Right was exercisable immediately prior to the first occurrence of a Triggering Section 11(a)(ii) Event by the Purchase Price in effect immediately prior to such first occurrence) ), and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the “Total Exercise "Purchase Price” " for each Right and for all purposes of this Agreement) by (2) 50% of the Current Per Share Market Price, as current market price (determined pursuant to Section 11(d11(d)(i) hereof, ) per share of the Common Shares Stock of such Principal Party on the date of consummation of such Section 13 Event; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (Ciii) the term “"Company” " shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (Div) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common SharesStock) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights; and (v) the provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any Section 13 Event.
Appears in 1 contract
Samples: Rights Agreement (Interamericas Communications Corp)
Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, on or following the Shares Stock Acquisition Date, directly or indirectly: , (ix) the Company shall consolidate with, enter into a statutory share exchange or merge with and into, into any other Person (other than a Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company or that complies with Section 11(o11(n) hereof); , and the Company shall not be the continuing or surviving corporation of such consolidation, statutory share exchange or merger, (iiy) any Person (other than a Subsidiary of the Company in a transaction that which complies with Section 11(o11(n) hereof) shall consolidate with the Companywith, enter into a statutory share exchange with, or merge with and into or into, the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation consolidation, statutory share exchange or merger and, in connection with such consolidation, statutory share exchange or merger; , all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property, or (iiiz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or one or more any Subsidiary of its wholly owned Subsidiaries the Company in one or more transactions, transactions each of which complies with Section 11(o11(n) hereof), then, and in each such case, proper provision shall be made so that that: (Ai) each holder of a Right (Right, except as otherwise provided hereinholders described in Section 7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at the then-current Purchase Price in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid paid, nonassessable and nonassessable freely tradeable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined), free of not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then then-current Purchase Price by the number of one one-hundredths thousandths of a share of Preferred Share Stock for which a Right was is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Triggering Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one one-hundredths thousandths of a share of Preferred Share Stock for which a Right was exercisable immediately prior to the first occurrence of a Triggering Section 11(a)(ii) Event by the Purchase Price in effect immediately prior to such first occurrence) ), and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the “Total Exercise "Purchase Price” " for each Right and for all purposes of this Agreement) by (2) 50% of the Current Per Share Market Price, as Price (determined pursuant to Section 11(d11(d)(i) hereof, ) per share of the Common Shares Stock of such Principal Party on the date of consummation of such Section 13 Event; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (Ciii) the term “"Company” " shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (Div) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common SharesStock) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights; and (v) the provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any Section 13 Event.
Appears in 1 contract
Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following on or after the Shares Acquisition Distribution Date, directly or indirectly: (ix) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company or that complies with Section 11(o11 (o) hereof); , and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (iiy) any Person (other than a Subsidiary of the Company in a transaction that which complies with Section 11(o11 (o) hereof) shall consolidate with the Companywith, or merge with and into or into, the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger; , either less than all of the outstanding shares of Common Stock shall remain outstanding or shares thereof shall be changed into or exchanged for stock or other securities of the Company or of any other Person or cash or any other property, or (iiiz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating 50% or more the Major Part of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or one or more any Subsidiary of its wholly owned Subsidiaries the Company 40 45 in one or more transactions, transactions each of which complies with Section 11(o11 (o) hereof), then, and in each any such case, proper provision shall be made so that that:
(Ai) each holder of a Right (Right, except as otherwise provided hereinin Section 7(e) hereof, shall on or after the later of (A) the date of the occurrence of a Section 13 Event, or (B) the date of the expiration of the period within which the Rights may be redeemed pursuant to Section 23 (as the same may have been amended as provided in Section 26) shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, the securities specified below:
(1) If the Principal Party in any Section 13 Event has shares of Common Stock that are as of the date of the consummation of such Section 13 Event, and have been continuously during the preceding 12 months, registered under Section 12 of the Exchange Act ("Registered Common Stock") outstanding, each Right shall thereafter represent the right to receive, upon the exercise thereof at the Purchase Price in accordance with the terms of this Rights Agreement, such number of validly authorized and issued, fully paid and nonassessable shares of Registered Common Shares Stock of the such Principal Party (as hereinafter defined)Party, free and clear of any all liens, encumbrances, rights of first refusal encumbrances or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of one one-hundredths hundredth (1/100) of a share of Preferred Share Stock for which a Right was exercisable immediately prior to the first occurrence consummation of a such Section 13 Event (or, if a Triggering Section 11 (a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one one-hundredths hundredth (1/100) of a Preferred Share share for which a Right was exercisable immediately prior to the first occurrence of a Triggering Section 11(a)(ii) Event by the Purchase Price in effect immediately prior to such first occurrence) and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the “Total Exercise Price” for each Right and for all purposes of this Agreement) by 50% of the Current Per Share Market Price, as determined pursuant to Section 11(d) hereof, of the Common Shares of such Principal Party on the date of consummation of such Section 13 Event; (B) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (C) the term “Company” shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (D) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its Common Shares) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.occurrence
Appears in 1 contract
Samples: Rights Agreement (American Bankers Insurance Group Inc)
Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, on or following the Shares Acquisition Date, directly or indirectly: , (ix) the Company shall consolidate with, or merge with and into, any other Person Interested Stockholder, or if in such merger or consolidation all holders of Common Shares are not treated alike, (other than a Subsidiary of y) the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company or that complies with Section 11(o) hereof); (ii) any Person (other than a Subsidiary of the Company in a transaction that complies with Section 11(o) hereof) shall consolidate with the Companywith, or merge with and into the Company with, any Interested Stockholder or, if in such merger or consolidation all holders of Common Shares are not treated alike, and the Company shall be the continuing or surviving corporation of such consolidation or merger; merger (other than, in a case of any transaction described in (x) or (iiiy), a merger or consolidation which would result in all of the securities generally entitled to vote in the election of directors ("voting securities") of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person Interested Stockholder or Persons or, if in such transaction all holders of Common Shares are not treated alike (other than the Company or one or more any Subsidiary of its wholly owned Subsidiaries the Company in one or more transactions, transactions each of which complies with does not violate Section 11(o) hereof), then, and in each such casecase (except as provided in Section 13(d) hereof), proper provision shall be made so that (Ai) each holder of a Right (Right, except as otherwise provided hereinin Section 7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price, in accordance with the terms of this AgreementAgreement and in lieu of Preferred Shares, such number of validly authorized and issued, fully paid and nonassessable freely tradable Common Shares of the Principal Party (as hereinafter defined), free of not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1A) multiplying the then current Purchase Price by the number of one one-hundredths thousandths of a Preferred Share for which a Right was is then exercisable immediately prior (without taking into account any adjustment previously made pursuant to the first occurrence of a Section 13 Event (or, if a Triggering Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one-hundredths of a Preferred Share for which a Right was exercisable immediately prior to the first occurrence of a Triggering Event by the Purchase Price in effect immediately prior to such first occurrence11(a)(ii)) hereof and (2) dividing that product by (which, following the first occurrence of a Section 13 Event, shall be referred to as the “Total Exercise Price” for each Right and for all purposes of this AgreementB) by 50% of the Current Per Share Market Price, as determined pursuant to Section 11(d) hereof, then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such Section 13 Event; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (Ciii) the term “"Company” " shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (Div) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its Common Shares) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its the Common Shares thereafter deliverable upon the exercise of the Rights.
Appears in 1 contract
Samples: Rights Agreement (Hawk Corp)
Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Stock Acquisition Date, directly or indirectly: , (ix) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company or an Exempt Person) in a transaction the principal purpose of which is to change the state of incorporation of the Company or that complies with Section 11(o) hereof); , and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (iiy) any Person (other than a Subsidiary of the Company or an Exempt Person) in a transaction that which complies with Section 11(o) hereof) shall consolidate with the Companywith, or merge with and into or into, the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger; , all or part of the outstanding Common Shares shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property, or (iiiz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or one any Subsidiary of the Company or more of its wholly owned Subsidiaries an Exempt Person) in one or more transactions, transactions each of which complies with Section 11(o) hereof), then, and in each such casecase and except as set forth in Section 13(d) hereof, proper provision shall be made so that that: (Ai) each holder of a Right (Right, except as otherwise provided hereinin Section 7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid paid, nonassessable and nonassessable freely tradeable Common Shares of the Principal Party (as such term is hereinafter defined), free of not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of one-hundredths of a Preferred Share Fractions for which a Right was is exercisable by such holder immediately prior to the first occurrence of a Section 13 Event (or, if a Triggering Section 11(a) (ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one-hundredths of a Preferred Share for which a Right was exercisable immediately prior to the first occurrence of a Triggering Event by the Purchase Price in effect immediately prior to such first occurrence) and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the “Total Exercise Price” for each Right and for all purposes of this Agreement) by 50% of the Current Per Share Market Price, as determined pursuant to Section 11(d) hereof, of the Common Shares of such Principal Party on the date of consummation of such Section 13 Event; (B) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (C) the term “Company” shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (D) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its Common Shares) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.
Appears in 1 contract
Samples: Rights Agreement (Geon Co)
Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Stock Acquisition Date, directly or indirectly: , either (ix) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction the principal purpose of which is to change the state of incorporation of the Company or that complies with Section 11(o) hereofor CIT or any of its Affiliates); , and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (iiy) any Person (other than a Subsidiary of the Company in a transaction that complies with Section 11(o) hereofor CIT or any of its Affiliates) shall consolidate with the Companywith, or merge with and into or into, the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger; , all or part of the outstanding shares of Company Common Stock shall be converted into or exchanged for stock or other securities of any other Person or cash or any other property, or (iiiz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) to any Person or Persons (other than the Company or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o)), in one or more transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (Subsidiaries, taken as a wholewhole (any such event described in clause (x), (y) to any other Person or Persons (other than the Company or one or more of its wholly owned Subsidiaries in one or more transactions, each of which complies with z) being a “Section 11(o) hereof13 Event”), then, and in each such case, proper provision shall be made so that that: (Ai) each holder of a Right (Right, except as otherwise provided herein) in Section 7(e), shall thereafter have the right to receive, upon the exercise thereof in accordance with at the terms of this Agreementthen current Purchase Price, such number of validly authorized and issued, fully paid and nonassessable non-assessable shares of Common Shares Stock of the Principal Party (as hereinafter defined)Party, free of which shares shall not be subject to any liens, encumbrances, rights of first refusal refusal, transfer restrictions or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of one-hundredths Units of a Preferred Share Stock for which a Right was is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Triggering Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one-hundredths of a Preferred Share Units for which a Right was would be exercisable immediately prior to hereunder but for the first occurrence of a Triggering such Section 11(a)(ii) Event by the Purchase Price that would be in effect immediately prior to hereunder but for such first occurrence) and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the “Total Exercise Purchase Price” for each Right and for all purposes of this Agreement) by 50% of the Current Per Share Market Price, as current market price (determined pursuant to Section 11(d)) hereof, per share of the Common Shares Stock of such Principal Party on the date of consummation of such Section 13 Event; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (Ciii) the term “Company” shall shall, for all purposes of this Agreement, thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (Div) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common SharesStock) in connection with the consummation of any such transaction as may be necessary to assure ensure that the provisions hereof of this Agreement shall thereafter be applicable, as nearly as reasonably may be, in relation applicable to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights; and (v) the provisions of Section 11(a)(ii) shall be of no further effect following the first occurrence of any Section 13 Event.
Appears in 1 contract
Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event thatevent, following after the Shares Acquisition DateDistribution Date or within 15 days prior thereto, directly or indirectly: ,
(ix) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of Person, and the Company in a transaction shall not be the principal purpose continuing or surviving corporation of which is to change the state of incorporation of the Company such consolidation or that complies with Section 11(o) hereof); merger,
(iiy) any Person (other than a Subsidiary of the Company in a transaction that complies with Section 11(o) hereof) shall consolidate with the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger; , all or part of the outstanding Common Shares of the Company held by existing shareholders of the Company shall be changed into or exchanged for stock or other securities of any other Person (iiior the Company) or money or any other property (except as a result of the exercise of statutory dissenters' rights), or
(z) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more a series of related transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or one or more of its wholly owned Subsidiaries in one or more transactions, each of which complies with Section 11(o) hereofSubsidiaries), then, and in each such case, proper provision shall be made so that (Ai) each holder of a Right (except as otherwise provided herein) shall thereafter have the right to receive, upon the exercise thereof by payment of the amount equal to the product of the number of one-twentieths of a Preferred Share which would otherwise be issuable upon exercise of a Right and the then current Purchase Price in accordance with the terms of this AgreementAgreement and in lieu of Preferred Shares, such number of validly authorized and issued, fully paid paid, nonassessable and nonassessable freely tradeable Common Shares of the Principal Party (as hereinafter defined), free of not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1x) multiplying the then current Purchase Price by the number of one-hundredths twentieths of a Preferred Share for which a Right was exercisable is, immediately prior to the first occurrence of a Section 13 Event (or, if a Triggering Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one-hundredths of a Preferred Share for which a Right was exercisable immediately prior to the first occurrence of a Triggering Event by the Purchase Price in effect immediately prior to such first occurrence) and (2y) dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the “Total Exercise Price” for each Right and for all purposes of this Agreement) by 50% of the Current Per Share Market Price, as determined pursuant to Section 11(d) hereof, then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d)) on the date of consummation of such Section 13 Event; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Eventmerger, consolidation, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (Ciii) the term “"Company” " shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (Div) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its Common SharesShares to permit the exercise of all outstanding Rights) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.
Appears in 1 contract
