PREFERRED STOCK PURCHASE RIGHTS Sample Clauses

PREFERRED STOCK PURCHASE RIGHTS. (a) So long as Rights of a kind similar to those declared and distributed by the Board of Directors in January 2000 pursuant to the Rights Agreement, as the same may hereafter be amended or reissued ("Rights"), are attached to the outstanding shares of Common Stock, each share of Common Stock issued upon conversion of the Debentures prior to the earliest of any Distribution Date, the date of redemption of the Rights or the date of expiration of the Rights shall be issued with Rights per such share of Common Stock in a number equal to the number of Rights then attached to each outstanding share of Common Stock.
Sample 1
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PREFERRED STOCK PURCHASE RIGHTS. The Rights Agreement has been amended to provide that the execution and delivery of this Agreement and the consummation of the Tender Offer contemplated hereby will not cause (a) the Purchaser to become an "Acquiring Person" (as such term is defined in the Rights Agreement), (b) the "Distribution Date" (as such term is defined in the Rights Agreement) to occur, or (c) any adjustment under the provisions of Section 11 of the Rights Agreement.
Sample 1
PREFERRED STOCK PURCHASE RIGHTS. (a) So long as Rights of a kind similar to those declared and distributed by the Board of Directors in August 1988 pursuant to the Rights Agreement between the Company and the American Stock Transfer and Trust Company, as Rights Agent (as amended, the "Rights Agreement"), as the same may hereafter be amended or reissued ("Rights"), are attached to the outstanding shares of Common Stock, each share of Common Stock issued upon conversion of the Convertible Debentures prior to the earliest of any Distribution Date, the date of redemption of the Rights or the date of expiration of the Rights shall be issued with Rights in a number equal to the number of Rights then attached to each such outstanding share of Common Stock.
Sample 1
PREFERRED STOCK PURCHASE RIGHTS. Holders of Shares will be required to tender one Right for each Share tendered to effect a valid tender of such Share. Unless and until the Distribution Date (as defined in the Rights Agreement) occurs, the Rights are represented by and transferred with the Shares. Accordingly, if the Distribution Date does not occur prior to the Expiration Date of the Offer, a tender of Shares will constitute a tender of the associated Rights. If, however, pursuant to the Rights Agreement or otherwise, a Distribution Date does occur, certificates representing a number of Rights equal to the number of Shares being tendered must be delivered to the Depositary in order for such Shares to be validly tendered. If a Distribution Date has occurred, a tender of Shares without Rights constitutes an agreement by the tendering shareholder to deliver certificates representing a number of Rights equal to the number of Shares tendered pursuant to the Offer to the Depositary within three trading days after the date such certificates are distributed. The Purchaser reserves the right to require that it receive such certificates prior to accepting Shares for payment. Payment for Shares tendered and purchased pursuant to the Offer will be made only after timely receipt by the Depositary of, among other things, such certificates, if such certificates have been distributed to holders of Shares. The Purchaser will not pay additional consideration for the Rights tendered pursuant to the Offer. The Rights Agreement has been amended as of May 26, 2000, to exempt from the provisions of the Rights Agreement the Merger Agreement, the acquisition of Shares by the Purchaser pursuant to the Offer and the other transactions contemplated by the Merger Agreement.
Sample 1
PREFERRED STOCK PURCHASE RIGHTS. (a) So long as Rights of a kind similar to those anticipated to be declared in the first quarter of 1997 by the Board of Directors pursuant to the Rights Agreement between the Company and the Person named therein as Rights Agent (the "Rights Agreement"), as the same may hereafter be amended or reissued ("Rights"), are attached to the outstanding shares of Common Stock, each share of Common Stock issued upon conversion of the Convertible Debentures prior to the earliest of any Distribution Date (as defined in the Rights Agreement), the date of redemption of the Rights or the date of expiration of the Rights shall be issued with Rights in a number equal to the number of Rights then attached to each such outstanding share of Common Stock. (b) For the purposes of Section 7.3(a)(iii), upon the earlier to occur of (i) the eleventh day following a Section 11(a)(ii) Event and (ii) an event described in Section 13(a)(x), (y) or (z) of the Rights Agreement, then an issuance of rights to purchase shares of Common Stock during a period not exceeding 45 days from the date of such dividend or other distribution shall be deemed to have occurred, unless the Rights were redeemed or expired prior to such eleventh day or such Section 13(a) Event, as the case may be, unless the Company has taken action pursuant to Section 11(a)(iii) or Section 13 of the Rights Agreement to substitute other consideration for all or any portion of the Series C Preferred Stock ("Series C Stock") otherwise issuable upon exercise of a Right. For purposes of the reduction of the conversion price provided for in Section 7.3(a)(iii) upon such deemed issuance of rights, each share of Series C Stock shall be deemed to constitute 100 shares of Common Stock (subject to adjustment as provided in the Rights Plan), and the date fixed for determination of stockholders entitled to receive such rights shall be the close of business on the tenth such day following such Section 11(a)(ii) Event or the date of such Section 13(a) Event, as the case may be; provided, however, that the current market price per share of the Common Stock shall be determined based on the 10 consecutive Trading Days prior to and including the Distribution Date. (c) For the purposes of Section 7.3(a)(iv), if the Company has taken action pursuant to Section 11(a)(iii) or Section 13 of the Rights Agreement to substitute other consideration for all or any portion of the Series C Stock otherwise issuable upon exercise of a Right, upon the ear...
Sample 1
PREFERRED STOCK PURCHASE RIGHTS. [ (a) So long as Rights of a kind similar to those anticipated to be declared in the first quarter of 1997 by the Board of Directors pursuant to the Rights Agreement between the Company and the Person named therein as Rights Agent (the "Rights Agreement"), as the same may hereafter be amended or reissued ("Rights"), are attached to the outstanding shares of CNF Common Stock, each share of CNF Common Stock issued upon conversion of the Convertible Debentures prior to the earliest of any Distribution Date (as defined in the Rights Agreement), the date of redemption of the Rights or the date of expiration of the Rights shall be issued with Rights in a number equal to the number of Rights then attached to each such outstanding share of CNF Common Stock.
Sample 1
PREFERRED STOCK PURCHASE RIGHTS. Immediately prior to the consummation of the purchase of the Shares pursuant to the Offer, if so requested by Parent (as long as Parent or Acquisition Sub is not in breach of any material provision of this Agreement), the Company agrees to redeem all of the outstanding Series A Preferred Stock purchase rights issued pursuant to the Rights Agreement in accordance with Section 23 of the Rights Agreement. From and after the date hereof, the Company will not: (i) take or fail to take any action which would permit the Series A Preferred Stock purchase rights to become nonredeemable by the Company; (ii) except as otherwise provided in this Section 6.15, redeem the Series A Preferred Stock purchase rights; (iii) except as otherwise required to permit the commencement or consummation of the Offer or the consummation of the Merger, amend the Rights Agreement; or (iv) approve any transaction, offer or agreement (other than an Approved Offer) with any party other than Parent and Acquisition Sub pursuant to Section 11(a)(ii) of the Rights Agreement.
Sample 1
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Related to PREFERRED STOCK PURCHASE RIGHTS

  • Stock Purchase Rights In case the Company shall issue to all holders of its Common Stock options, warrants or other rights entitling them to subscribe for or purchase shares of Common Stock for a period expiring within 60 days from the date of issuance of such options, warrants or other rights at a price per share of Common Stock less than 95% of the Market Value on the date fixed for the determination of stockholders of the Company entitled to receive such options, warrants or other rights (other than pursuant to a dividend reinvestment, share purchase or similar plan), the Conversion Price in effect at the opening of business on the day following the date fixed for such determination shall be adjusted by multiplying such Conversion Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination plus the number of shares of Common Stock which the aggregate consideration expected to be received by the Company upon the exercise, conversion or exchange of such options, warrants or other rights (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution) would purchase at such Market Value and the denominator of which shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination plus the number of shares of Common Stock so offered for subscription or purchase, either directly or indirectly, such adjustment to become effective immediately after the opening of business on the day following the date fixed for such determination; provided, however, that no such adjustment to the Conversion Price shall be made if the Holders would be entitled to receive such options, warrants or other rights pursuant to Section 3; provided, further, however, that if any of the foregoing options, warrants or other rights are only exercisable upon the occurrence of a Triggering Event, then the Conversion Price will not be adjusted until such Triggering Event occurs.

  • No Rights to Purchase Preferred Stock The issuance and sale of the Shares as contemplated hereby will not cause any holder of any shares of capital stock, securities convertible into or exchangeable or exercisable for capital stock or options, warrants or other rights to purchase capital stock or any other securities of the Company to have any right to acquire any shares of preferred stock of the Company.

  • Stock Warrants Subject to Board approval, Executive shall be granted stock warrants (the "Two Million Warrants") to purchase an aggregate of Two Million (2,000,000) shares of common stock of the Company. The Two Million Warrants are deemed to be of record as of January 1, 2007. The Two Million Warrants shall be granted in accordance with, and subject to the following:

  • Repurchase Rights ALL OPTION SHARES ACQUIRED UPON THE EXERCISE OF THIS OPTION SHALL BE SUBJECT TO CERTAIN RIGHTS OF THE CORPORATION AND ITS ASSIGNS TO REPURCHASE THOSE SHARES IN ACCORDANCE WITH THE TERMS SPECIFIED IN THE PURCHASE AGREEMENT.

  • Series A Preferred Stock On the Closing Date, each Subscriber shall purchase and the Company shall sell to each such Subscriber, the number of shares of Preferred Stock designated on such Subscriber’s signature page hereto for such Subscriber’s Purchase Price indicated thereon.

  • Series B Preferred Stock Section 1.2(d)......................... 5 Shares............................ Section 3.2(a).........................

  • Series C Preferred Stock The holders of outstanding shares of Series C Preferred Stock shall be entitled to receive dividends, when and as declared by the Board of Directors, out of any assets at the time legally available therefor, at the Dividend Rate specified for such shares of Preferred Stock payable in preference and priority to any declaration or payment of any distribution on Series A Preferred Stock, Series B Preferred Stock or Common Stock of the Corporation other than a dividend payable solely in Common Stock. No distributions shall be made with respect to the Series A Preferred Stock, Series B Preferred Stock or Common Stock during any fiscal year of the Corporation, other than dividends on the Common Stock payable solely in Common Stock, until all dividends at the applicable Dividend Rate on the Series C Preferred Stock have been declared and paid or set apart for payment to the holders of Series C Preferred Stock. The right to receive dividends on shares of Series C Preferred Stock shall not be cumulative, and no right to such dividends shall accrue to holders of Series C Preferred Stock by reason of the fact that dividends on said shares are not declared or paid in any year.

  • Options, Rights, Warrants and Convertible and Exchangeable Securities In case the Company shall at any time after the date hereof issue options, rights or warrants to subscribe for shares of Stock, or issue any securities convertible into or exchangeable for shares of Stock, for a consideration per share less than the Exercise Price in effect or the Market Price immediately prior to the issuance of such options, rights, warrants or such convertible or exchangeable securities, or without consideration, the Exercise Price in effect immediately prior to the issuance of such options, rights, warrants or such convertible or exchangeable securities, as the case may be, shall be reduced to a price determined by making a computation in accordance with the provisions of Section 8.1 hereof; PROVIDED, that:

  • Restricted Stock and Stock Options Employer shall cause the Compensation Committee of the Board of Directors of Employer to review whether Employee should be granted shares of restricted stock and/or options to purchase shares of common stock of CBSI. Such review may be conducted pursuant to the terms of the Community Bank System, Inc. 2014 Long-Term Incentive Plan, a successor plan, or independently, as the Compensation Committee shall determine. Reviews shall be conducted no less frequently than annually.

  • Changes in Common Stock or Preferred Stock If, and as often as, there is any change in the Common Stock or the Preferred Stock by way of a stock split, stock dividend, combination or reclassification, or through a merger, consolidation, reorganization or recapitalization, or by any other means, appropriate adjustment shall be made in the provisions hereof so that the rights and privileges granted hereby shall continue with respect to the Common Stock or the Preferred Stock as so changed.

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