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.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Southdown Inc), Agreement and Plan of Merger (Medusa Corp), Agreement and Plan of Merger (Southdown Inc)
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.. 3.17
Appears in 2 contracts
Samples: Exhibit A (Southdown Inc), Exhibit A (Southdown Inc)
