Flip-In Provision Clause Samples

A Flip-In Provision is a defensive mechanism used in shareholder rights plans to deter hostile takeovers. It allows existing shareholders, except the potential acquirer, to purchase additional shares at a discount if a single shareholder acquires a specified percentage of the company's stock, thereby diluting the acquirer's ownership and making the takeover more expensive. This provision primarily serves to protect the company from unwanted acquisition attempts by making it financially unattractive for a hostile bidder to gain control.
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Flip-In Provision. In the event that any Person becomes an Acquiring Person (except pursuant to a "Permitted Offer" as hereinafter defined), each holder of a Right will have (subject to the terms of the Rights Agreement) the right to receive upon exercise the number of Common Shares, or, in the discretion of the Board of Directors of the Company, the number of one one-thousandths of a Preferred Share (or, in certain circumstances, other securities of the Company) having a value (immediately prior to such "Triggering Event," as defined in Section 1(t) of the Rights Agreement) equal to two times the Purchase Price (the "Flip-In Right"). Notwithstanding the foregoing, following the occurrence of the event described above, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person or any Affiliate or Associate thereof will be null and void. A "
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Flip-In Provision. In the event a person or group becomes an Acquiring Person, the Rights will entitle each holder of a Right (other than an Acquiring Person (or any affiliate or associate of such Acquiring Person)) to purchase, for the Purchase Price, that number of Common Shares equivalent to the number of Common Shares which at the time of the transaction would have a market value of twice the Purchase Price. Any Rights that are at any time beneficially owned by an Acquiring Person (or any affiliate or associate of an Acquiring Person) will be null and void and nontransferable and any holder of any such Right (including any purported transferee or subsequent holder) will be unable to exercise or transfer any such Right.
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Flip-In Provision. In the event that any Person other than certain exempt persons becomes an Acquiring Person (except pursuant to a Permitted Offer), each holder of a Right will have (subject to the terms of the Rights Agreement) the right to receive upon exercise the number of Common Shares, or, in the discretion of the Board of Directors, the number of one one-thousandths of a Preferred Share (or, in certain circumstances, other securities of the Company) having a value (immediately prior to such Triggering Event, as defined the Rights Agreement) determined in accordance with a formula based on the then Purchase Price divided by 50% of the then current per share market price of the Class A Common Shares (the “Flip-InRight”). Notwithstanding the foregoing, following the occurrence of the event described above, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person or any Affiliate or Associate thereof will be null and void. A “
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Flip-In Provision. In the event that a person becomes an Acquiring Person (a "Flip-In Event"), the holder of each Right (other than the Acquiring Person, its affiliates and associates and certain transferees thereof) will thereafter have the right to purchase from the Company, for the Purchase Price, in lieu of Preferred Shares, that number of Common Shares which at the time of the Flip-In Event had a market value of twice the Purchase Price. In the event there is an insufficient number of Common Shares available to permit exercise in full of the Rights, the Company must issue Preferred Shares, or if it is unable to issue Preferred Shares, cash, property or other securities of the Company, with an aggregate value equal to the "Current Value". Current Value is calculated as the product of the current market price per share of the Common Shares multiplied by the number of shares of Common Shares for which such Right would otherwise be exercisable. Upon the occurrence of any such Flip-In Event, any Rights that are owned by an Acquiring Person, its affiliates and associates and certain transferees thereof, shall become null and void.
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Related to Flip-In Provision

  • Conflict in Provisions To the extent that any provisions of this Article VIII shall conflict with the provisions of Articles IV, V and/or VII, the provisions of this Article VIII shall govern.

  • Certain Provisions If the operation of any provision of this Agreement would contravene the provisions of applicable law, or would result in the imposition of general liability on any Limited Partner or Special Limited Partner, such provisions shall be void and ineffectual.

  • COMMON PROVISIONS Article 16. Quantitative restrictions on imports and all measures having equivalent effect shall be prohibited between the Community and Israel. Article 17. Quantitative restrictions on exports and all measures having equivalent effect shall be prohibited between the Community and Israel. 1. Products originating in Israel shall not on importation into the Community be accorded a treatment more favourable than that which the Member States apply among themselves. 2. Application of the provisions of this Agreement shall be without prejudice to Council Regulation (EEC) No. 1911/91 of 26 June 1991 on the application of the provisions of Community law to the Canary Islands. 1. The Parties shall refrain from any measure or practice of an internal fiscal nature establishing, whether directly or indirectly, discrimination between the products of one Party and like products originating in the territory of the other Party. 2. Products exported to the territory of one of the Parties may not benefit from repayment of indirect internal taxation in excess of the amount of indirect taxation imposed on them directly or indirectly. 1. In the event of specific rules being established as a result of the implementation of its agricultural policy or of any alteration of the current rules or in the event of any alteration or extension of the provisions relating to the implementation of the agricultural policy, the Party in question may amend the arrangements resulting from the Agreement in respect of the products which are the subject of those rules or alterations. 2. In such cases the Party in question shall take due account of the interests of the other Party. To this end the Parties may consult each other within the Association Council. 1. The Agreement shall not preclude the maintenance or establishment of customs unions, free-trade areas or arrangements for frontier trade, except in so far as they alter the trade arrangements provided for in the Agreement. 2. Consultation between the Community and Israel shall take place within the Association Council concerning agreements establishing customs unions or free-trade areas and, where required, on other major issues related to their respective trade policy with third countries. In particular, in the event of a third country acceding to the European Union, such consultation shall take place so as to ensure that account can be taken of the mutual interests of the Community and Israel. Article 22. If one of the Parties finds that dumping is taking place in trade with the other Party within the meaning of Article VI of the GATT, it may take appropriate measures against this practice in accordance with the Agreement on implementation of Article VI of the GATT and with its relevant internal legislation, under the conditions and in accordance with the procedures laid down in Article 25. Article 23. Where any product is being imported in such increased quantities and under such conditions as to cause or threaten to cause: - serious injury to domestic producers of like or directly competitive products in the territory of one of the Parties, or - serious disturbances in any sector of the economy, or - difficulties which could bring about serious deterioration in the economic situation of a region, the Community or Israel may take appropriate measures under the conditions and in accordance with the procedures laid down in Article 25. Article 24. Where compliance with the provisions of Article 17 leads to: (i) re-export towards a third country against which the exporting Party maintains, for the product concerned, quantitative export restrictions, export duties, or measures having equivalent effect, or (ii) a serious shortage, or threat thereof, of a product essential to the exporting Party, and where the situations referred to above give rise, or are likely to give rise, to major difficulties for the exporting Party, that Party may take appropriate measures under the conditions and in accordance with the procedures laid down in Article

  • Termination Provisions In this Agreement:

  • Flow Down Provisions Grantee must include any applicable provisions of the Contract in all subcontracts based on the scope and magnitude of work to be performed by such Subcontractor. Any necessary terms will be modified appropriately to preserve the State's rights under the Contract.