No Rights Agreement. The Company is not party to a stockholder rights agreement, “poison pill” or similar antitakeover agreement or plan and no takeover statutes currently in effect in any jurisdiction in which the Company operates are applicable.
No Rights Agreement. The Company shall not enter into any poison pill agreement, stockholders’ rights plan or similar agreement that shall limit the rights of a Purchaser to acquire Common Stock unless such poison pill agreement, stockholders’ rights plan or similar agreement grants an exemption or waiver to the Purchaser immediately effective upon execution of such plan or agreement that would allow the Purchaser to acquire such Common Stock.
No Rights Agreement. From the date hereof through such time during which the Investors together, collectively with their respective Affiliates, own in the aggregate at least 5% of the outstanding shares of Common Stock of the Company, the Company shall not enter into any poison pill agreement, shareholders’ rights plan or similar agreement that shall limit the rights of the Investor and its Affiliates and associates to hold any shares of Common Stock or acquire additional securities of the Company unless such poison pill agreement, shareholders’ rights plan or similar agreement grants an exemption or waiver to the Investors and their Affiliates and associates and any group in which any Investor may become a member of, immediately effective upon execution of such plan or agreement that would allow any Investor and its Affiliates and associates to acquire such additional securities of the Company.
No Rights Agreement. The Company shall not enter into any poison pill agreement, stockholders’ rights plan or similar agreement that shall limit the Investor’s rights to acquire up to the caps set forth in Section 4.1.
No Rights Agreement. The Company has not adopted any stockholders’ rights plan or comparable arrangement.
No Rights Agreement. There is no stockholder rights plan, “poison pill” or similar anti-takeover agreement or plan that is as of the date hereof, or at the Effective Time shall be, applicable to the Company, the Shares or the Contemplated Transactions.
No Rights Agreement. There is no stockholder rights plan, “poison pill,” anti-takeover plan or other similar device in effect to which the Company is a party or by which it is otherwise bound.
No Rights Agreement. Except for the plan a copy of which is attached as Exhibit E hereto (the “Agreed Plan”), the Company shall not enter into any poison pill agreement, stockholders’ rights plan or similar agreement that shall limit the Investors’ rights to acquire up to the caps set forth in Section 4.1.
No Rights Agreement. From and after the date hereof and, from the after the Closing, for so long as the Purchaser, together with its Affiliates, continues to own in the aggregate 4.9% or more of all of the issued and outstanding shares of Common Stock (provided that, in making such calculation, (A) the numerator shall be equal to the number of shares of Common Stock then owned by the Purchaser (counting for such purposes the number of shares of Common Stock into which any shares of Nonvoting Preferred Stock then owned by the Purchaser are directly or indirectly convertible, without regard to any limitations on conversion that may apply pursuant to the terms of the Nonvoting Preferred Stock), and (B) the denominator shall be equal to (1) the number of shares of Common Stock then owned by all shareholders (counting for such purposes the number of shares of Common Stock into which any shares of Nonvoting Preferred Stock then owned by all shareholders are directly or indirectly convertible, without regard to any limitations on conversion that may apply pursuant to the terms of the Nonvoting Preferred Stock), minus (2) the number of shares of Common Stock (counting for such purposes all shares of Common Stock into which any shares of Nonvoting Preferred Stock are directly or indirectly convertible, without regard to any limitations on conversion that may apply pursuant to the terms of the Nonvoting Preferred Stock) issued by the Company following the Closing Date to Persons other than Purchaser and its Affiliates in connection with any issuance in which the Purchaser or its Affiliates (or any permitted assignee of Purchaser or its Affiliates under Section 6.5) was not offered (whether before such issuance or, in the case of an Expedited Issuance, following such issuance) the right to purchase its Pro Rata Portion of such Common Shares in accordance with Section 4.16) (the “Qualifying Ownership Interest”), the Company shall not enter into any poison pill agreement, shareholders’ rights plan or similar agreement that shall limit the rights of the Purchaser and its Affiliates to hold any shares of Common Stock or acquire additional securities of the Company unless such poison pill agreement, shareholders’ rights plan or similar agreement grants an exemption or waiver to the Purchaser and its Affiliates and associates and any group in which the Purchaser may become a member, immediately effective upon execution of such plan or agreement, that would allow the Purchaser and its Affiliate...
No Rights Agreement. So long as the Investor, together with its Affiliates, and, for purposes of this Section 5.1, persons who share a common discretionary investment advisor with the Investor, in the aggregate own 5.0% or more of all of the outstanding shares of Common Stock (provided that, in making such calculation, (i) all shares of Common Stock into or for which shares of any securities owned by the Investor are directly or indirectly convertible or exercisable, which, for the avoidance of doubt, shall include those shares of Common Stock issuable upon the conversion of shares of Series B Preferred Stock, shall be included in the numerator, (ii) the shares described in clause (i) and all such shares owned by or attributed to Other Investors shall be included in the denominator, and (iii) all securities issued by the Company after the Closing Date other than in connection with an issuance in which the Investor (or a permitted assignee under Section 6.8) was offered the right to purchase its pro rata portion of such securities in accordance with Section 5.12 shall be excluded from the denominator) (such ownership interest, the “Qualifying Ownership Interest”), other than the Rights Plan, the Company shall not enter into any poison pill agreement, shareholders’ rights plan or similar agreement that shall limit the rights of the Investor and its Affiliates and associates to hold any shares of Common Stock or Series B Preferred Stock or acquire additional securities of the Company unless such poison pill agreement, shareholders’ rights plan or similar agreement grants an exemption or waiver to the Investor and its Affiliates and associates and any group in which the Investor may become a member, immediately effective upon execution of such plan or agreement, that would allow the Investor and its Affiliates and associates to acquire such additional securities of the Company. In addition, the Company agrees that any poison pill agreement, shareholders’ rights plan or similar agreement referred to in the preceding sentence shall provide to holders of Series B Preferred Stock rights no less favorable than those granted to the holders of the Common Stock of the Company.
