Issuance of Rights. (1) Until the earlier of (i) the close of business on the tenth Business Day (or such later date as may be determined by the Board) after the Stock Acquisition Date (or, if the tenth Business Day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the close of business on the tenth Business Day (or such later date as may be determined by action of the Board) after the date that a tender or exchange offer by 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 organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding, in either instance other than pursuant to a Permitted Offer (the earlier of (i) and (ii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit A hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(i) or (p) hereof, at the time of distribution of the Right Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. ...
Issuance of Rights. Each holder of Common Shares as of the Record Date will receive a dividend of one Right per Common Share. One Right will also be issued together with each Common Share issued by the Company after the Record Date and prior to the Distribution Date (as defined in Section 2 below), and in certain circumstances, after the Distribution Date. New certificates (or, if uncertificated, the book entry account that evidences record ownership of such shares) for Common Shares issued after the Record Date will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date: ● the Rights will not be exercisable; ● the Rights will be evidenced by the certificates for Common Shares (or, if uncertificated, by the book entry account that evidences record ownership of such shares) and not by separate rights certificates; and ● the Rights will be transferable by, and only in connection with, the transfer of Common Shares.
Issuance of Rights. Each holder of Common Stock as of the Record Date will receive a dividend of one Right per share of Common Stock. One Right will also be issued together with each share of Common Stock issued by the Company after the Record Date and prior to the Distribution Date (as defined in Section 2 below), and in certain circumstances, after the Distribution Date. New certificates for Common Stock issued after the Record Date will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date: • the Rights will not be exercisable; • the Rights will be evidenced by the certificates for Common Stock (or, in the case of book entry shares, by notation in book entry) and not by separate rights certificates; and • the Rights will be transferable by, and only in connection with, the transfer of Common Stock.
Issuance of Rights. Each holder of Common Shares as of the Record Date will receive a dividend of one Right per Common Share. One Right will also be issued together with each Common Share issued by the Company after the Record Date and prior to the Distribution Date (as defined in Section 2 below), and in certain circumstances, after the Distribution Date. New certificates (or, if uncertificated, ownership statements in lieu thereof) for Common Shares issued after the Record Date will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date: · the Rights will not be exercisable; · the Rights will be evidenced by the certificates for Common Shares (or by the ownership statements issued with respect to uncertificated Common Shares) and not by separate rights certificates; and · the Rights will be transferable by, and only in connection with, the transfer of Common Shares.
Issuance of Rights. 6 Section 4.
Issuance of Rights. In the event that the Company shall distribute any Rights prior to the exercise or expiration of the Warrants, the Company shall make proper provision so that each Holder who exercises a Warrant after the record date for such distribution and prior to the expiration or redemption of the Rights shall be entitled to receive upon such exercise, in addition to the shares of Common Stock issuable upon such exercise, a number of Rights determined as follows: (A) if such exercise occurs on or prior to the date fixed for the distribution to the holders of Rights of separate securities evidencing such Rights, the same number of Rights to which a holder of a number of shares of Common Stock equal to the number of shares of Underlying Common Stock issuable upon such exercise would have been entitled at the time of such exercise in accordance with the terms and provisions applicable to the Rights, and (B) if such exercise occurs after such distribution date, the same number of Rights to which a holder of the number of shares of Underlying Common Stock into which the Warrant so exercised was exercisable immediately prior to such distribution date would have been entitled on the distribution date in accordance with the terms and provisions applicable to the Rights.
Issuance of Rights. Except in connection with the Rights Offering (in accordance with the terms and conditions set forth in Section 6.5 of the Securities Purchase Agreement), if and whenever on or after the Date of Issuance of this Warrant the Company issues rights, options or warrants to purchase Common Shares to all or substantially all of the holders of Common Shares (such rights, options or warrants being herein called “Rights”) providing for an exercise or conversion price per share less than the then-current Fair Market Value (the “Base Price”), then immediately upon such issuance, the Exercise Price will be reduced to the Exercise Price determined by multiplying the Exercise Price in effect immediately prior to such issuance or sale by a fraction, the numerator of which will be the sum of (a) the number of Common Shares Deemed Outstanding immediately prior to such issuance multiplied by the Base Price, plus (b) the consideration, if any, received by the Company upon such issuance, and the denominator of which will be the product derived by multiplying the Base Price times the number of shares of Common Shares Deemed Outstanding immediately after such issuance or sale. Upon each such adjustment of the Exercise Price pursuant to this Section 2.2, the number of Warrant Shares acquirable upon the exercise of this Warrant will be the number of Warrant Shares acquirable upon the exercise of this Warrant immediately prior to such adjustment multiplied by a fraction, the numerator of which will be the Exercise Price in effect immediately before such adjustment and the denominator of which will be the Exercise Price in effect immediately after such adjustment.
Issuance of Rights. At the Closing, the Company shall issue to each Purchaser a number of Rights (as defined in the Rights Plan), which shall be attached to the Bridge Preferred Stock and Permanent Preferred Stock upon conversion of the Bridge Preferred Stock, equal to the number of shares of Common Stock issuable upon conversion of the shares of Permanent Preferred Stock that will be issuable to such Purchaser upon conversion of the shares of Bridge Preferred Stock into shares of Permanent Preferred Stock upon receipt of the Required Stockholder Approval. Upon any subsequent issuance of any shares of Permanent Preferred Stock or Bridge Preferred Stock to any holder of the Permanent Preferred Stock or Bridge Preferred Stock as dividends on the Permanent Preferred Stock or Bridge Preferred Stock, as applicable, the Company will issue to the Person to whom such shares are issued (i) in the case of such issuance of shares of Permanent Preferred Stock, a number of Rights equal to the number of shares of Common Stock issuable upon conversion of the shares of Permanent Preferred Stock so issued, and (ii) in the case of such issuance of shares of Bridge Preferred Stock, a number of Rights equal to the number of shares of Common Stock issuable upon conversion of the shares of Permanent Preferred Stock that would be issued upon conversion of such shares of Bridge Preferred Stock into Permanent Preferred Stock following receipt of the Required Stockholder Approval. Prior to the Closing, the Company shall amend the Rights Plan, to the Purchasers' reasonable satisfaction, to provide for such issuance of Rights pursuant to this Section 6.15. Except as set forth in this Section 6.15, before the date hereof and the Closing, the Company will not amend the Rights Plans without the consent of the Purchasers.
Issuance of Rights. Contemporaneous with the issuance of this Warrant, the Company shall execute all documents and take all actions necessary to issue to the Holder, pursuant to that certain Rights Agreement dated as of June 15, 1999, between the Company and Continental Stock Transfer & Trust Company, Rights Agent (the "Rights Plan"), effective as of the Closing Date, the number of Rights (as defined in the Rights Plan) that would be issued to the Holder were the Holder to own the total number of shares of Common Stock issuable to the Holder upon the full exercise of this Warrant, and to assure that the Holder is entitled to all the rights, privileges and protections of a holder of Rights under the Rights Plan.
Issuance of Rights. Section 2.01 TILT and each Holder each agrees and acknowledges that one Right is hereby issued by TILT to such Holder for each Unit held by such Holder.
Section 2.02 Upon the surrender of Partnership Interests by each Holder in accordance with the terms and conditions hereof, TILT will issue to such Holder the number of Common Shares calculated pursuant to Section 3.01.
Section 2.03 Any Rights surrendered by a Holder to TILT upon the terms and subject to the conditions hereof shall be deemed to be cancelled by TILT upon receipt.
Section 2.04 Each Holder agrees and acknowledges that the Rights being issued to such Holder:
(a) have not been registered under the Securities Act, the securities laws of any state or any other applicable securities laws and are being issued in reliance upon exemptions from the registration requirements of the Securities Act and such laws;
(b) are being acquired for investment only and may not be offered for sale, pledged, hypothecated, sold, assigned or transferred at any time except in compliance with (i) the Securities Act, any applicable securities laws of any state and any other applicable securities laws; (ii) the terms and conditions of this Agreement; and (iii) any other terms and conditions agreed to in writing between TILT and such Holder. Notwithstanding the foregoing, the Rights may be transferred by a Holder to such Holder’s family member or trust for the benefit of the Holder if the transferee agrees in writing to be subject to the terms hereof to the same extent as if the transferee were an original Holder hereunder (a “Permitted Transfer”) unless such Permitted Transfer would prevent the Partnership from being treated as a publicly traded partnership; and
(c) may not be transferred except with the written consent of TILT and in compliance with Applicable Laws, including in compliance with the registration requirements under the Securities Act or an exemption thereto, this Agreement, and any other terms and conditions agreed to in writing by TILT and such Holder, and purchasers and other transferees of such Rights will be required to bear the risk of their investment or acquisition indefinitely.
Section 2.05 The Rights are being issued in non-certificated form; provided, that TILT may issue certificates to a Holder representing the Rights held by such Holder and such certificates may include any information or legends as determined in the discretion of TILT.
