Parent Rights Agreement. Section 3.2(a) ...................31
Parent Rights Agreement. As of the date hereof and after giving effect to the execution and delivery of this Agreement, each Parent Right is represented by the certificate representing the associated share of Common Stock and is not exercisable or transferable apart from the associated share of Common Stock, and the consummation of the transactions contemplated by this Agreement will not result in a "Distribution Date" or a "Triggering Event" (as defined in the Parent Rights Agreement), assuming that no "Person," together with all "Affiliates" and "Associates" of such Person, shall be the "Beneficial Owner" (as such terms are defined in the Parent Rights Agreement) of 15% or more of the shares of Common Stock issuable in the Merger.
Parent Rights Agreement. The execution and delivery of this Agreement and the other Transaction Agreements by Parent and Sub and consummation of the Merger and the other Transactions will not result in the grant or distribution of any Parent Rights to any person under the Parent Rights Agreement (except for the Parent Rights attached to the Parent Common Stock issuable in the Merger or pursuant to this Agreement) or enable or require any Parent Rights to be exercised or triggered.
Parent Rights Agreement. The rights issued pursuant to the Parent Rights Agreement shall not have become nonredeemable, exercisable, distributed or triggered pursuant to the terms of such agreement.
Parent Rights Agreement. Parent has taken all necessary action to ensure that the provisions of the Parent Rights Agreement shall be inapplicable to the Merger and the transactions contemplated hereby (including the execution, delivery and performance of the Parent Voting Agreements), including, without limitation, amending the Parent Rights Agreement to provide that (i) neither the Company nor any other party to any Parent Voting Agreement shall be deemed to be an Acquiring Person (as defined in the Parent Rights Agreement) and (ii) neither a Share Acquisition Date (as defined in the Parent Rights Agreement) nor a Distribution Date (as defined in the Parent Rights Agreement) shall be deemed to occur, and the Rights will not separate from the Parent Common Stock, as a result of the execution, delivery or performance of the Parent Voting Agreements.
Parent Rights Agreement. Parent has delivered to the Company a true and complete copy of the Rights Agreement, dated as of August 21, 1995, between Parent and First Chicago Trust Company of New York, as successor Rights Agent, as amended by Amendment No. 1 to Rights Agreement, dated as of September 8, 1998 (the "Parent Rights Agreement"), as in effect on the date hereof. Prior to the Effective Time, Parent will have taken all necessary action to amend the Parent Rights Agreement so that neither the execution of this Agreement nor the consummation of the Merger and the other transactions contemplated hereby (including the issuance of the Merger Consideration) will (a) cause the Parent Rights to become exercisable, (b) cause any holder of Company Common Stock immediately prior to the Effective Time to become an Acquiring Person (as such term is defined in the Parent Rights Agreement) or (c) give rise to a Distribution Date or a Shares Acquisition Date (as those terms are defined in the Parent Rights Agreement).
Parent Rights Agreement. Parent agrees that Parent Rights shall be issued with respect to each share of Parent Common Stock issued pursuant to the terms hereof regardless of whether there has occurred a “Distribution Date” under the terms of the Parent Rights Agreement prior to the Effective Time, and Parent shall take all action necessary or advisable to enable the holder of each share of Parent Common Stock issued pursuant to this Agreement to obtain the benefit of such Parent Rights notwithstanding their prior distribution, including, without limitation, amendment of the Parent Rights Agreement.
Parent Rights Agreement. Prior to the Effective Time, Parent shall not amend the Parent Rights Agreement in any way that alters the provisions set forth in Section 4.2(f) of the Parent Disclosure Letter.
Parent Rights Agreement. No Stock Acquisition Date or Distribution Date (as such terms are defined in the Parent Rights Agreement) shall have occurred pursuant to the Parent Rights Agreement.
Parent Rights Agreement. Parent has amended the Rights Agreement, dated as of December 13, 2000 and as subsequently amended, between Parent and American Stock Transfer & Trust Co., Inc. (the “Rights Agreement”), and taken all other action necessary or appropriate so that the execution and delivery of this Agreement by the parties hereto, and the consummation by Parent of the Merger and the transactions contemplated by this Agreement, do not and will not cause the Company or any of its Affiliates to be within the definition of “Acquiring Person” under the Rights Agreement.
