HoldCo Rights Agreement Sample Clauses

HoldCo Rights Agreement. So long as [Microsoft][FDC] Beneficially Own 5% or more of the Outstanding Common Stock, (i) the Company shall not amend the HoldCo Rights Plan (as defined in the Merger Agreement) to adversely affect [Microsoft][FDC] under such HoldCo Rights Plan and (ii) to the extent that the Company waives application of such HoldCo Rights Plan for any other Person the Company shall give the same waiver to [Microsoft][FDC]; provided that this Section 4.1 shall not apply with respect to the actions or amendments to the HoldCo Rights Plan necessary to implement a transaction approved by the Board of Directors of the Company.
Sample 1
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HoldCo Rights Agreement. Effective as of the Effective Time, HoldCo shall adopt and implement a rights agreement (the "HoldCo Rights Plan") substantially similar to the Rights Agreement, dated as of December 16, 1997, as amended through the date hereof (the "CheckFree Rights Agreement"), by and between CheckFree and The Fifth Third Bank of the Stockholder Agreement. Subsequent to the adoption and implementation of the HoldCo Rights Plan, all references in this Agreement to the common stock, par value $.01 per share ("HoldCo Common Stock"), of HoldCo to be issued pursuant to the Transfers shall be deemed to include the corresponding rights to purchase shares of HoldCo stock pursuant to the terms and subject to the conditions of the HoldCo Rights Plan, except where the context otherwise requires.
Sample 1

Related to HoldCo Rights Agreement

  • Company Rights Agreement The Board of Directors of the Company shall take all further actions (in addition to those referred to in Section 3.01(s)) requested by Parent in order to render the Company Rights inapplicable to this Agreement, the Merger, the other transactions contemplated by this Agreement and compliance with the terms of this Agreement. Except as provided above with respect to this Agreement, the Merger and the other transactions contemplated by this Agreement, neither the Company nor the Board of Directors of the Company shall, without the prior written consent of Parent, amend, modify, take any action with respect to, or make any determination under, the Company Rights Agreement.

  • Rights Agreement The Company has entered into a rights agreement with respect to the Rights included the Units and the Placement Units with CST substantially in the form filed as an exhibit to the Registration Statement (“Rights Agreement”).

  • Registration Rights Agreement and Escrow Agreement The parties have entered into the Registration Rights Agreement and the Escrow Agreement, each dated the date hereof.

  • Investor Rights Agreement The Investor Rights Agreement substantially in the form attached hereto as Exhibit B shall have been executed and delivered by the parties thereto.

  • Registration Rights Agreement The Company and the Initial Shareholders have entered into a registration rights agreement (the “Registration Rights Agreement”) substantially in the form annexed as an exhibit to the Registration Statement, whereby the parties will be entitled to certain registration rights with respect to their securities, as set forth in such Registration Rights Agreement and described more fully in the Registration Statement.

  • Investors’ Rights Agreement Each Purchaser shall have executed and delivered the Investors’ Rights Agreement.

  • Amendment to Rights Agreement Section 1(w) of the Agreement is hereby amended by deleting it in its entirety and replacing it with the following:

  • Registration Rights Agreements As a further inducement for the Purchaser to purchase the Private Placement Shares, at the time of the completion of the IPO, the Company and the Purchaser shall enter into a registration rights agreement, substantially in the form of Exhibit B hereto, pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Shares.

  • Warrant Agreement and Registration and Shareholder Rights Agreement The Company shall have entered into the Warrant Agreement, in the form of Exhibit A hereto, and the Registration and Shareholder Rights Agreement, in the form of Exhibit B hereto, in each case on terms satisfactory to the Purchaser.

  • Warrant Agreement and Registration Rights Agreement The Company shall have entered into the Warrant Agreement and the Registration Rights Agreement, each on terms satisfactory to the Purchaser.

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