Common use of Flip-In Clause in Contracts

Flip-In. (a) In the event that prior to the Expiration Time a Flip-in Date shall occur, except as otherwise provided in this Section 3.1, each Right shall constitute the right to purchase from the Company, upon exercise thereof in accordance with the terms hereof (but subject to Section 5.10), that number of shares of Common Stock having an aggregate Market Price on the Stock Acquisition Date that gave rise to the Flip-in Date equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in order to protect the interests of the holders of Rights generally in the event that on or after such Stock Acquisition Date any of the events described in Section 2.4(a) or (b), or any analogous event, shall have occurred with respect to the Common Stock).

Appears in 14 contracts

Samples: Stockholder Protection Rights Agreement (CBL & Associates Properties Inc), Stockholder Protection Rights Agreement (Spirit AeroSystems Holdings, Inc.), Stockholder Protection Rights Agreement (LSC Communications, Inc.)

AutoNDA by SimpleDocs

Flip-In. (a) In the event that prior to the Expiration Time a Flip-in In Date shall occur, except as otherwise provided in this Section 3.1, each Right shall constitute the right to purchase from the Company, upon exercise thereof in accordance with the terms hereof (but subject to Section 5.10), that number of shares of Common Stock having an aggregate Market Price on the Stock Acquisition Date that gave rise to the Flip-in Date equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in order to protect the interests of the holders of Rights generally in the event that on or after such Stock Acquisition Date an event of a type analogous to any of the events described in Section 2.4(a) or (b), or any analogous event, ) shall have occurred with respect to the Common Stock).

Appears in 9 contracts

Samples: Stockholder Protection Rights Agreement (LHC Group, Inc), Shareholder Protection Rights Agreement (Astec Industries Inc), Stockholder Protection Rights Agreement (LHC Group, Inc)

Flip-In. (a) In the event that prior to the Expiration Time a Flip-in Date shall occur, except as otherwise provided in this Section 3.1, each Right shall constitute the right to purchase from the Company, upon exercise thereof in accordance with the terms hereof (but subject to Section 5.10), that number of shares of Common Stock having an aggregate Market Price on the Stock Acquisition Date that gave rise to the Flip-in Date equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in order to protect the interests of the holders of Rights generally in the event that on or after such Stock Acquisition Date an event of a type analogous to any of the events described in Section 2.4(a) or (b), or any analogous event, ) shall have occurred with respect to the Common Stock).

Appears in 7 contracts

Samples: Shareholder Protection Rights Plan (Itxc Corp), Shareholder Protection Rights Agreement (Zions Bancorporation /Ut/), Stockholder Protection Rights Agreement (Fuel Systems Solutions, Inc.)

Flip-In. (a) In the event that prior to the Expiration Time a Flip-in Date shall occur, except as otherwise provided in this Section 3.1, each Right shall constitute the right to purchase from the Company, upon exercise thereof in accordance with the terms hereof (but subject to Section 5.10), that number of shares of Common Stock having an aggregate Market Price on the Stock Acquisition Date that gave rise to the Flip-in Date equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in order to protect the interests of the holders of Rights generally in the event that on or after such Stock Acquisition Date any of the events described in Section 2.4(a2.3(a) or (b), or any analogous event, shall have occurred with respect to the Common Stock).

Appears in 5 contracts

Samples: Stockholder Protection Rights Agreement (Zep Inc.), Stockholder Protection Rights Agreement (Acuity Brands Inc), Rights Agreement (Bank of New York Co Inc)

Flip-In. (a) In the event that prior to the Expiration Time a Flip-in Date shall occur, except as otherwise provided in this Section 3.1, each Right shall constitute the right to purchase from the Company, upon exercise thereof in accordance with the terms hereof (but subject to Section 5.10), that number of shares of Common Stock having an aggregate Market Price on the Stock Acquisition Date that gave rise to the Flip-in Date equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in order to protect the interests of the holders of Rights generally in the event that on or after such Stock Acquisition Date any of the events described in Section 2.4(a) or (b), or any analogous event, shall have occurred with respect to the Common Stock).

Appears in 5 contracts

Samples: Stockholder Protection Rights Agreement (Vertrue Inc), Stockholder Protection Rights Agreement (Ca, Inc.), Stockholder Protection Rights Agreement (Swift Transportation Co Inc)

Flip-In. (a) In the event that prior to the Expiration Time a Flip-in In Date shall occur, then except as otherwise provided in this Section 3.1, each Right shall constitute the right to purchase from the Company, upon exercise thereof in accordance with the terms hereof (but subject to Section 5.10), that number of shares of Common Stock having an aggregate Market Price on the Stock Acquisition Date that gave rise to the Flip-in In Date equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in order to protect the interests of the holders of Rights generally in the event that on or after such Stock Acquisition Date an event of a type analogous to any of the events described in Section 2.4(a) or (b), or any analogous event, ) shall have occurred with respect to the Common Stock).

Appears in 4 contracts

Samples: Stockholder Protection Rights Agreement (Citi Trends Inc), Stockholder Protection Rights Agreement, Stockholder Protection Rights Agreement (Tg Therapeutics, Inc.)

Flip-In. (a) In the event that prior to the Expiration Time a Flip-in Date shall occur, except as otherwise provided in this Section 3.1, each Right shall constitute the right to purchase from the Company, upon exercise thereof in accordance with the terms hereof (but subject to Section 5.10Sections 5.10 and 5.11), that number of shares of Common Stock having an aggregate Market Price on the Stock Shares Acquisition Date that gave rise to the Flip-in Date equal to twice the Exercise Purchase Price for an amount in cash equal to the Exercise Purchase Price (such right to be appropriately adjusted in order to protect the interests of the holders of Rights generally in the event that on or after such Stock Shares Acquisition Date an event of a type analogous to any of the events described in Section 2.4(a2.3(a) or (b), or any analogous event, ) shall have occurred with respect to the Common Stock).

Appears in 3 contracts

Samples: Rights Agreement (Illuminet Holdings Inc), Rights Agreement (Utilicorp United Inc), Rights Agreement (Illuminet Holdings Inc)

Flip-In. (a) In the event that prior to the Expiration Time a Flip-in Date shall occur, the Company shall take such action as shall be necessary to ensure and provide that, except as otherwise provided set forth below in this Section 3.1, each Right shall constitute the right to purchase from the Company, upon exercise thereof in accordance with the terms hereof (but subject to Section 5.105.10 hereof), in lieu of one one-hundredth of a share of Preferred Stock, that number of shares of Common Stock having an aggregate Market Price on the Stock Acquisition Date that gave rise to the Flip-in Date equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in order to protect the interests of the holders of Rights generally in the event that on or after such Stock Acquisition Date an event of a type analogous to any of the events described in Section 2.4(a) or (b), or any analogous event, ) shall have occurred with respect to the Common Stock).

Appears in 3 contracts

Samples: Shareholder Protection Rights Agreement (Arrow Financial Corp), Shareholder Rights Agreement (Maverick Tube Corporation), Shareholder Rights Agreement (Maverick Tube Corporation)

Flip-In. (a) In the event that prior to the Expiration Time a Flip-in In Date shall occur, except as otherwise provided in this Section 3.1, each Right shall constitute the right to purchase from the Company, upon exercise thereof in accordance with the terms hereof (but subject to Section 5.1, 5.2 and 5.10), that number of shares of Common Stock having an aggregate Market Price on the Stock Acquisition Date that gave rise to the Flip-in Date equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in order to protect the interests of the holders of Rights generally in the event that on or after such Stock Acquisition Date an event of a type analogous to any of the events described in Section 2.4(a) or (b), or any analogous event, ) shall have occurred with respect to the Common Stock).

Appears in 3 contracts

Samples: Stockholder Protection Rights Agreement (Caretenders Health Corp), Protection Rights Agreement (Papa Johns International Inc), Stockholder Protection Rights Agreement (Caretenders Health Corp)

Flip-In. (a) In the event that prior to the Expiration Time a Flip-in Date shall occur, except as otherwise provided in this Section 3.1, each Right shall constitute the right to purchase from the Company, upon exercise thereof in accordance with the terms hereof (but subject to Section 5.10), that number of shares of Common Stock Shares having an aggregate Market Price on the Stock Share Acquisition Date that gave rise to the Flip-in Date equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in order to protect the interests of the holders of Rights generally in the event that on or after such Stock Share Acquisition Date any of the events described in Section 2.4(a2.3(a) or (b), or any analogous event, shall have occurred with respect to the Common StockShares).

Appears in 3 contracts

Samples: Shareholder Protection Rights Agreement (Toro Corp.), Shareholder Protection Rights Agreement, Shareholder Protection Rights Agreement (Toro Corp.)

Flip-In. (a) In the event that prior to the Expiration Time a Flip-in Date shall occur, except as otherwise provided in this Section 3.1, each Right shall constitute the right to purchase from the Company, upon exercise thereof in accordance with the terms hereof (but subject to Section 5.10), that number of shares of Common Stock Shares having an aggregate Market Price on the Stock Share Acquisition Date that gave rise to the Flip-in Date equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in order to protect the interests of the holders of Rights generally in the event that on or after such Stock Share Acquisition Date any of the events described in Section Sections 2.4(a) or (b), or any analogous event, shall have occurred with respect to the Common StockShares).

Appears in 2 contracts

Samples: Rights Agreement (Nam Tai Property Inc.), Rights Agreement

Flip-In. (a) In the event that prior to the Final Expiration Time a Flip-in Date shall occur, except as otherwise provided in this Section 3.1, each Right shall constitute the right to purchase from the Company, upon exercise thereof in accordance with the terms hereof (but subject to Section 5.10), that number of shares of Common Stock having an aggregate Market Price on the Stock Acquisition Date that gave rise to the Flip-in Date equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in order to protect the interests of the holders of Rights generally in the event that on or after such Stock Acquisition Date any of the events described in Section 2.4(a) or (b), or any analogous event, shall have occurred with respect to the Common Stock).

Appears in 2 contracts

Samples: Stockholder Rights Agreement (General Moly, Inc), Stockholder Rights Agreement (Raptor Pharmaceuticals Corp.)

Flip-In. (a) In the event that prior to the Expiration Time a Flip-in In Date shall occur, except as otherwise provided in this Section 3.1, each Right shall constitute the right to purchase from the CompanyCorporation, upon exercise thereof in accordance with the terms hereof (but subject to Section 5.10), that number of shares of Common Stock having an aggregate Market Price on the Stock Acquisition Date that gave rise to the Flip-in Date equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in order to protect the interests of the holders of Rights generally in the event that on or after such Stock Acquisition Date an event of a type analogous to any of the events described in Section 2.4(a2.3(a) or (b), or any analogous event, ) shall have occurred with respect to the Common Stock).

Appears in 2 contracts

Samples: Stockholder Protection Rights Agreement (Gold Kist Holdings Inc.), Stockholder Protection Rights Agreement (Indus International Inc)

Flip-In. (a) In the event that prior to the Expiration Time a Flip-in Date shall occur, except as otherwise provided in this Section 3.1, each Right shall constitute the right to purchase from the Company, upon exercise thereof in accordance with the terms hereof (but subject to Section 5.10), that number of shares of Common Stock having an aggregate Market Price on the Stock Acquisition Date that gave rise to the Flip-in Date equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in order to protect the interests of the holders of Rights generally in the event that on or after such Stock Acquisition Flip-in Date an event of a type analogous to any of the events described in Section 2.4(a) or (b), or any analogous event, ) shall have occurred with respect to the Common Stock).

Appears in 2 contracts

Samples: Stockholder Protection Rights Agreement (Wilshire Enterprises Inc), Stockholder Protection Rights Agreement (Wilshire Enterprises Inc)

Flip-In. (a) In the event that prior to the Expiration Time a Flip-in Date shall occur, except as otherwise provided in this Section 3.1, each Right shall constitute the right to purchase from the Company, upon exercise thereof in accordance with the terms hereof (but subject to Section 5.10), that number of shares of Common Stock having an aggregate Market Price on the Stock Acquisition Date that gave rise to the Flip-in Date equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in order to protect the interests of the holders of Rights generally in the event that on or after such Stock Acquisition Date any of the events described in Section 2.4(a) or (b), or any analogous event, shall have occurred with respect to the Common Stock). The foregoing notwithstanding, Rights shall not be exercisable pursuant to this Section 3.1 unless and until the Separation Time shall have occurred.

Appears in 2 contracts

Samples: Stockholder Protection Rights Agreement (J C Penney Co Inc), Stockholder Protection Rights Agreement (Gse Systems Inc)

Flip-In. (a) In the event that prior to the Expiration Time a Flip-in Date shall occur, except as otherwise provided in this Section 3.1, each Right shall constitute the right to purchase from the Company, upon exercise thereof in accordance with the terms hereof (but subject to Section 5.105.10 and to the last sentence of this Section 3.1(a)), that number of shares of Common Stock having an aggregate Market Price on the Stock Acquisition Date that gave rise to the Flip-in Date equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in order to protect the interests of the holders of Rights generally in the event that on or after such Stock Acquisition Date an event of a type analogous to any of the events described in Section 2.4(a) or (b), or any analogous event, ) shall have occurred with respect to the Common Stock).

Appears in 2 contracts

Samples: Stockholder Protection Rights Agreement (Xcel Energy Inc), Stockholder Protection Rights Agreement (Xcel Energy Inc)

AutoNDA by SimpleDocs

Flip-In. (a) In the event that prior to the Expiration Time a Flip-in Date shall occur, except as otherwise provided in this Section 3.1, each Right shall constitute the right to purchase from the Company, upon exercise thereof in accordance with the terms hereof (but subject to Section 5.10), that number of shares of Class A Common Stock Shares having an aggregate Market Price on the Stock Acquisition Date that gave rise to the Flip-in Date equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in order to protect the interests of the holders of Rights generally in the event that on or after such Stock Share Acquisition Date any of the events described in Section Sections 2.4(a) or (b), or any analogous event, shall have occurred with respect to the Class A Common StockShares).

Appears in 1 contract

Samples: Rights Agreement (iKang Healthcare Group, Inc.)

Flip-In. (a) In the event that prior to the Expiration Time a Flip-in Date shall occuroccur (unless the event causing the Flip-in Date is a Flip-over Transaction or Event), then, except as otherwise provided in this Section 3.1, each Right shall constitute the right to purchase from the Company, upon exercise thereof in accordance with the terms hereof (but subject to Section 5.10), that number of shares of Common Stock having an aggregate Market Price on the Stock Acquisition Date that gave rise to the Flip-in Date equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in order to protect the interests of the holders of Rights generally in the event that on or after such Stock Acquisition Date the date hereof an event of a type analogous to any of the events described in Section Sections 2.4(a) or (b), or any analogous event, ) shall have occurred with respect to the Common Stock).

Appears in 1 contract

Samples: Rights Agreement (Usa Truck Inc)

Flip-In. (a) In the event that prior to the Expiration Time a Flip-in Date shall occur, except as otherwise provided in this Section 3.1, each Right shall constitute the right to purchase from the Company, upon exercise thereof in accordance with the terms hereof (but subject to Section 5.105.10 hereof), that number of shares of Common Stock having an aggregate Market Price on the Stock Acquisition Date that gave rise to the Flip-in Date equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in order to protect the interests of the holders of Rights generally in the event that on or after such Stock Acquisition Date an event of a type analogous to any of the events described in Section 2.4(a) or (b), or any analogous event, ) shall have occurred with respect to the Common Stock).

Appears in 1 contract

Samples: Shareholder Protection Rights Agreement (International Flavors & Fragrances Inc)

Flip-In. (a) In the event that prior to the Expiration Time a Flip-in Date shall occur, except as otherwise provided in this Section 3.1, each Right shall constitute the right to purchase from the Company, upon exercise thereof in accordance with the terms hereof (but subject to Section 5.10), that number of shares of Common Stock having an aggregate Market Price on the Stock Acquisition Date that gave rise to the Flip-in Date equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in order to protect the interests of the holders of Rights generally in the event that on or after such Stock Acquisition Date any of the events described in Section Sections 2.4(a) or (b), or any analogous event, shall have occurred with respect to the Common Stock).

Appears in 1 contract

Samples: Stockholder Protection Rights Agreement (Ca, Inc.)

Flip-In. (a) In the event that prior to the Expiration Time a Flip-in Date shall occur, except as otherwise provided in this Section 3.1, each Right shall constitute the right to purchase from the Company, upon exercise thereof in accordance with the terms hereof (but subject to Section 5.10), that number of shares of Common Stock Ordinary Shares having an aggregate Market Price on the Stock Share Acquisition Date that gave rise to the Flip-in Date equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in order to protect the interests of the holders of Rights generally in the event that on or after such Stock Share Acquisition Date any of the events described in Section Sections 2.4(a) or (b), or any analogous event, shall have occurred with respect to the Common StockOrdinary Shares).

Appears in 1 contract

Samples: Rights Agreement (Airnet Technology Inc.)

Flip-In. (a) In the event that that, prior to the Expiration Time Time, a Flip-in Date shall occur, except as otherwise provided in this Section 3.1, each Right shall constitute the right to purchase from the Company, upon exercise thereof in accordance with the terms hereof (but subject to Section 5.10), that number of shares of Common Stock having an aggregate Market Price on the Stock Acquisition Date that gave rise to the Flip-in Date equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in order to protect the interests of the holders of Rights generally in the event that on or after such Stock Acquisition Date any of the events described in Section 2.4(a) or (b), or any analogous event, shall have occurred with respect to the Common Stock).

Appears in 1 contract

Samples: Stockholder Protection Rights Agreement (DMC Global Inc.)

Flip-In. (a) In the event that prior to the Expiration Time a Flip-in Date shall occur, except as otherwise provided in this Section 3.1, each Right shall constitute the right to purchase from the Company, upon exercise thereof in accordance with the terms hereof (but subject to Section 5.105.11), that number of shares of Common Stock having an aggregate Market Price on the Stock Acquisition Date that gave rise to the Flip-in Date equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in order to protect the interests of the holders of Rights generally in the event that on or after such Stock Acquisition Date any of the events described in Section 2.4(a) or (b), or any analogous event, shall have occurred with respect to the Common Stock).

Appears in 1 contract

Samples: Shareholder Protection Rights Agreement (St Joe Co)

Flip-In. (a) In the event that that, prior to the Expiration Time Time, a Flip-in In Date shall occur, except as otherwise provided in this Section 3.1, each Right shall constitute the right to purchase from the CompanyCorporation, upon exercise thereof in accordance with the terms hereof (but subject to Section 5.10), that number of shares of Common Stock having an aggregate Market Price on the Stock Acquisition Date that gave rise to the Flip-in Date equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in order to protect the interests of the holders of Rights generally in the event that on or after such Stock Acquisition Date an event of a type analogous to any of the events described in Section 2.4(a2.3(a) or (b), or any analogous event, ) shall have occurred with respect to the Common Stock).

Appears in 1 contract

Samples: Stockholder Protection Rights Agreement (Knology Inc)

Flip-In. (a) In the event that prior to the Expiration Time a Flip-in Date shall occuroccur (unless the event causing the Flip-in Date is a Flip-over Transaction or Event), then, except as otherwise provided in this Section 3.1, each Right shall constitute the right to purchase from the Company, upon exercise thereof in accordance with the terms hereof (but subject to Section 5.10), that number of shares of Common Stock having an aggregate Market Price on the Stock Acquisition Date that gave rise to the Flip-in Date equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in order to protect the interests of the holders of Rights generally in the event that on or after such Stock Acquisition Date the date hereof an event of a type analogous to any of the events described in Section 2.4(a) or (b), or any analogous event, ) shall have occurred with respect to the Common Stock).

Appears in 1 contract

Samples: Rights Agreement (Human Genome Sciences Inc)

Flip-In. (a) In the event that prior to the Expiration Time a Flip-in Date shall occur, then, except as otherwise provided in this Section 3.1, each Right shall constitute the right to purchase from the Company, upon exercise thereof in accordance with the terms hereof (but subject to Section 5.10), that number of shares of Common Stock having an aggregate Market Price on the Stock Acquisition Date that gave rise to the Flip-in Date equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in order to protect the interests of the holders of Rights generally in the event that on or after such Stock Acquisition Date any of the events described in Section 2.4(a) or (b), or any analogous event, shall have occurred with respect to the Common Stock).

Appears in 1 contract

Samples: Shareholder Protection Rights Agreement (Krispy Kreme Doughnuts Inc)

Time is Money Join Law Insider Premium to draft better contracts faster.