No Rights Triggered. The Company shall take all reasonable steps necessary to ensure that the entering into of this Agreement and the consummation of the transactions contemplated hereby and any other action or combination of actions, or any other transactions contemplated hereby, do not and will not result in the grant of any rights to any person (a) under the Company Certificate or the Company By-Laws or (b) under any material agreement to which it or any of its Subsidiaries is a party (except as expressly contemplated by the mandatory provisions under its stock option plans, as applicable).
Appears in 4 contracts
Samples: Agreement and Plan of Combination (Dime Bancorp Inc), Merger Agreement (Dime Bancorp Inc), Agreement and Plan of Combination (Dime Bancorp Inc)
No Rights Triggered. The Company shall take all reasonable steps necessary to ensure that the entering into of this Agreement and the consummation of the transactions contemplated hereby and any other action or combination of actions, or any other transactions contemplated hereby, do not and will not result in the grant of any rights to any person (a) under the Company Certificate Articles or the Company By-Laws or (b) under any material agreement Contract to which it or any of its Subsidiaries is a party (except except, in each case, as expressly contemplated by this Agreement and the mandatory provisions under its stock option plans, as applicable)Stock Option Agreement.
Appears in 3 contracts
Samples: Merger Agreement (Royal Bank of Canada \), Merger Agreement (Eagle Bancshares Inc), Merger Agreement (Centura Banks Inc)
No Rights Triggered. The Company shall take all reasonable steps necessary to ensure that the entering into of this Agreement and the consummation of the transactions contemplated hereby and any other action or combination of actions, or any other transactions contemplated hereby, do not and will not result in the grant of any rights to any person (a) under the Company Certificate or Constitutive Documents of the Company By-Laws or (b) under any material agreement Contract to which it or any of its Subsidiaries is a party (except except, in each case, as expressly Previously Disclosed or contemplated by the mandatory provisions under its stock option plans, as applicable)this Agreement.
Appears in 3 contracts
Samples: Merger Agreement (Flag Financial Corp), Merger Agreement (Admiralty Bancorp Inc), Merger Agreement (Royal Bank of Canada \)
No Rights Triggered. The Company shall take all reasonable steps necessary to ensure that the entering entry into of this Agreement and the consummation of the transactions contemplated hereby by this Agreement and any other action or combination of actions, or any other transactions contemplated herebyby this Agreement, do not and will not result in the grant of any rights Rights to any person (a) under the Company Certificate or Constitutive Documents of the Company By-Laws or any of its Affiliates or (b) under any material agreement to which it the Company or any of its Subsidiaries Affiliates is a party (except as expressly contemplated or by the mandatory provisions under its stock option plans, as applicable)which they are bound or to which any of their respective properties are subject.
Appears in 2 contracts
Samples: Merger Agreement (Goldman Sachs Group Inc), Agreement and Plan of Merger (Goldman Sachs Group Inc)
No Rights Triggered. The Except as Previously Disclosed, the Company shall take all reasonable steps necessary necessary, if any, to ensure that the entering into of this Agreement and the consummation of the transactions contemplated hereby and any other action or combination of actions, or any other transactions contemplated hereby, do not and will not result in the grant of any rights Rights to any person (a) under the Company Certificate or Constitutive Documents of the Company By-Laws or any of its Subsidiaries or (b) under any material agreement Contract to which it the Company or any of its Subsidiaries is a party (except as expressly contemplated by the mandatory provisions under its stock option plans, as applicable)party.
Appears in 2 contracts
Samples: Merger Agreement (Us Bancorp \De\), Merger Agreement (Piper Jaffray Companies Inc)
No Rights Triggered. The Company shall take all reasonable steps necessary to ensure that the entering into of this Agreement and the consummation of the transactions contemplated hereby and any other action or combination of actions, or any other transactions contemplated hereby, do not and will not result result, directly or indirectly, in the grant of any rights to any person (a) under the Company Certificate or the Company By-Laws or (b) under any material agreement (other than the employment agreements disclosed in Section 6.1(t) of the Company Disclosure Schedule) to which it or any of its Subsidiaries subsidiaries is a party (except as expressly contemplated by the mandatory provisions under its stock option plans, as applicable)party.
Appears in 2 contracts
Samples: Merger Agreement (Energy East Corp), Merger Agreement (Berkshire Energy Resources)
No Rights Triggered. The Company shall take all reasonable steps necessary to ensure that the entering into of this Agreement and the consummation of the transactions contemplated hereby and any other action or combination of actions, or any other transactions actions contemplated hereby, hereby do not and will not result in the grant of any rights Rights to any person (a1) under the Company Certificate or the Company By-Laws laws, or (b2) under any material agreement Contract to which it the Company or any of its Subsidiaries is a party (except as expressly contemplated by the mandatory provisions under its stock option plansplans or Contracts effective as of the date hereof that have been Previously Disclosed, as applicable).
Appears in 1 contract
No Rights Triggered. The Company shall take all use its reasonable steps necessary best efforts to ensure that the entering into of this Agreement and the consummation of the transactions contemplated hereby and any other action or combination of actions, or any other transactions contemplated hereby, do not and will not result result, directly or indirectly, in the grant of any rights to any person (a) under the Company Certificate or the Company By-Laws or (b) under any material agreement to which it or any of its Subsidiaries subsidiaries is a party (except as expressly contemplated by the mandatory provisions under its stock option plans, as applicable)party.
Appears in 1 contract
No Rights Triggered. The Company shall take all use its reasonable steps necessary best efforts to ensure that the entering into of this Agreement and the consummation of the transactions contemplated hereby and any other action or combination of actions, or any other transactions contemplated hereby, do not and will not result result, directly or indirectly, in the grant of any rights to any person (a) under the Company Certificate or the Company By-Laws or (b) under any material agreement to which it or any of its Subsidiaries subsidiaries is a party party. (except as expressly contemplated by the mandatory provisions under its stock option plans, as applicableu).
Appears in 1 contract
No Rights Triggered. The Company shall take all reasonable steps necessary to ensure that the entering into of this Agreement and the Voting Agreements and the consummation of the transactions contemplated hereby and any other action or combination of actions, or any other transactions contemplated herebyhereby or thereby, do not and will not result in the grant of any rights Rights to any person (a) under the Company Certificate or Constitutive Documents of the Company By-Laws or (b) under any material agreement Contract to which it or any of its Subsidiaries is a party (except except, in each case, as expressly Previously Disclosed or contemplated by this Agreement and the mandatory provisions under its stock option plans, as applicable)Voting Agreements.
Appears in 1 contract
Samples: Merger Agreement (Popular Inc)
No Rights Triggered. The Company shall take all reasonable steps necessary neces sary to ensure that the entering into of this Agreement and the consummation of the transactions contemplated hereby and any other action or combination of actions, or any other transactions contemplated hereby, do not and will not result in the grant of any rights to any person (a) under the Company Certificate or the Company By-Laws or (b) under any material agreement to which it or any of its Subsidiaries is a party (except as expressly contemplated by the mandatory provisions under its stock option plans, as applicable).
Appears in 1 contract
No Rights Triggered. The Company shall take all reasonable steps necessary to ensure that the entering into of this Agreement and the consummation of the transactions contemplated hereby and any other action or combination of actions, or any other transactions contemplated hereby, do not and will not result in the grant of any rights to any person (a) under the Company Certificate Articles or Company Bylaws, except as disclosed in the Company By-Laws Disclosure Schedule or (b) under any material agreement to which it or any of its Subsidiaries is a party (except as expressly contemplated by the mandatory provisions under its stock option plans, as applicable)this Agreement.
Appears in 1 contract
No Rights Triggered. The Except as previously disclosed, the Company shall take all reasonable steps necessary necessary, if any, to ensure that the entering into of this Agreement and the Transaction-Related Agreements, and the consummation of the transactions contemplated hereby and any other action or combination of actions, or any other transactions contemplated herebythereby, do not and will not result in the grant of any rights Rights to any person Person (a) under the Company Certificate or limited liability company agreement of the Company By-Laws or any of the Subsidiaries or (b) under any material agreement Contract to which it the Company or any of its the Subsidiaries is a party (except as expressly contemplated by the mandatory provisions under its stock option plans, as applicable)party.
Appears in 1 contract
Samples: Contribution Agreement (Archipelago Holdings L L C)
No Rights Triggered. The Company shall take all reasonable steps necessary to ensure that the entering into of this Agreement and the consummation of the transactions contemplated hereby and any other action or combination of actions, or any other transactions contemplated hereby, do not and will not result result, directly or indirectly, in the grant of any rights to any person (a) under the Company Certificate or the Company By-Laws or (b) under any material agreement (other than the agreements disclosed in Section 6.01(u) of the Company Disclosure Schedule) to which it or any of its Subsidiaries subsidiaries is a party (except as expressly contemplated by the mandatory provisions under its stock option plans, as applicable)party.
Appears in 1 contract
No Rights Triggered. The Company shall take all reasonable steps necessary to ensure that the entering entry into of this Agreement and the consummation of the transactions contemplated hereby and any other action or combination of actions, or any other transactions contemplated hereby, do not and will not result in the grant of any rights Rights to any person (a) under the Company Certificate or Constitutive Documents of the Company By-Laws or (b) under any material agreement Contract to which it or any of its Subsidiaries the Company is a party (except as expressly contemplated by the mandatory provisions under its stock option plans, as applicable)or to which any of their respective properties are subject.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (MVB Financial Corp)
No Rights Triggered. The Company shall take all reasonable steps necessary to ensure that the entering into of this Agreement and the Voting Agreements and the consummation of the transactions contemplated hereby and thereby, and any other action or combination of actions, or any other transactions contemplated herebyhereby or thereby, do not and will not result in the grant of any rights Rights to any person (a) under the Company Certificate or the Company By-Laws Company's Constituent Documents or (b) under any material agreement Contract to which it the Company or any of its Subsidiaries is a party (except except, in each case, as expressly Previously Disclosed or contemplated by this Agreement and the mandatory provisions under its stock option plans, as applicable)Voting Agreements.
Appears in 1 contract
Samples: Merger Agreement (Vib Corp)
No Rights Triggered. The Company shall take all reasonable steps necessary to ensure that the entering into of this Agreement and the Voting Agreements and the consummation of the transactions contemplated hereby and thereby, and any other action or combination of actions, or any other transactions contemplated herebyhereby or thereby, do not and will not result in the grant of any rights Rights to any person (a) under the Company Certificate or the Company By-Laws Company’s Constituent Documents or (b) under any material agreement Contract to which it the Company or any of its Subsidiaries is a party (except except, in each case, as expressly Previously Disclosed or contemplated by this Agreement and the mandatory provisions under its stock option plans, as applicable)Voting Agreements.
Appears in 1 contract
