NCE Rights Agreement Sample Clauses

NCE Rights Agreement. NCE has taken such action with respect to all of the outstanding rights to purchase preferred stock (or, in certain circumstances, common stock and/or other securities) of NCE (the "NCE Rights") issued pursuant to the Rights Agreement, dated as of August 1, 1997, between NCE and The Bank of New York, as Rights Agent (the "NCE Rights Agreement"), so that (a) as a result of the execution, delivery or performance of this Agreement and the consummation of the Merger or any other transaction contemplated hereby (i) so long as this Agreement has not been terminated pursuant to Section 9.1, a Distribution Date (as such term is defined in the NCE Rights Agreement) shall not occur or be deemed to occur and (ii) the NCE Rights shall not separate (to the extent that the NCE Rights Agreement otherwise provides for such separation) or become exercisable, and NSP shall not become an Acquiring Person (as such term is defined in the NCE Rights Agreement) and (b) the NCE Rights shall expire immediately prior to the Effective Time.
Sample 1
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Related to NCE 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.

  • 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.

  • 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.

  • Amendment of Rights Agreement The Rights Agreement is hereby amended as follows: (a) Section 1 of the Rights Agreement is hereby amended by inserting the following subsections at the end of such Section 1:

  • 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.

  • Amendment of the Rights Agreement Section 1(b) of the Rights Agreement is hereby amended and restated in its entirety as follows:

  • 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.

  • 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.

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