Quest Rights Agreement Sample Clauses

Quest Rights Agreement. If any Distribution Date or Triggering Event occurs under the Quest Rights Agreement at any time during the period from the date of this Agreement to the Effective Time, the Board of Directors of Quest shall take such actions as are necessary and permitted under the Quest Rights Agreement to provide that Rights Certificates representing an appropriate number of rights issued pursuant to the Quest Rights Agreement are issued to Pinnacle's stockholders who receive Quest Common Stock pursuant to the Merger. If Quest is not permitted under the Quest Rights Agreement to provide Rights Certificates to such Pinnacle stockholders, Pinnacle and Quest shall make such adjustment to the Exchange Ratio as Pinnacle and Quest shall mutually agree so as to preserve the economic benefits that Pinnacle and Quest each reasonably expected on the date of this Agreement to receive as a result of the consummation of the Merger and the other transactions contemplated by this Agreement.
Sample 1
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Related to Quest Rights Agreement

  • Rights Agreement The Company has entered into a rights agreement with respect to the Rights included the Units and the Placement Units with CST substantially in the form filed as an exhibit to the Registration Statement (“Rights Agreement”).

  • Investor Rights Agreement The Investor Rights Agreement substantially in the form attached hereto as Exhibit B shall have been executed and delivered by the parties thereto.

  • Rights Agreements The Company has not adopted any stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.

  • Registration Rights Agreement and Escrow Agreement The parties have entered into the Registration Rights Agreement and the Escrow Agreement, each dated the date hereof.

  • Company Rights Agreement The Board of Directors of the Company shall take all further actions (in addition to those referred to in Section 4.24) reasonably requested by Parent in order to render the Company Rights inapplicable to the Merger and the other transactions contemplated by this Agreement. Except as provided above with respect to the Merger and the other transactions contemplated by this Agreement, the Board of Directors of the Company shall not, without the prior written consent of Parent, amend, take any action with respect to, or make any determination under, the Rights Agreement (including a redemption of the Company Rights) to facilitate an Acquisition Proposal.

  • Warrant Agreement and Registration Rights Agreement The Company shall have entered into the Warrant Agreement and the Registration Rights Agreement, each on terms satisfactory to the Purchaser.

  • Amendment of Rights Agreement The Rights Agreement is hereby amended as follows:

  • Purchase and Registration Rights Agreements This Agreement has been duly authorized, executed and delivered by the Company and each of the Guarantors; and the Registration Rights Agreement has been duly authorized by the Company and each of the Guarantors and on the Closing Date will be duly executed and delivered by the Company and each of the Guarantors and, when duly executed and delivered in accordance with its terms by each of the parties thereto, will constitute a valid and legally binding agreement of the Company and each of the Guarantors enforceable against the Company and each of the Guarantors in accordance with its terms, subject to the Enforceability Exceptions, and except that rights to indemnity and contribution thereunder may be limited by applicable law and public policy.

  • Warrant Agreement and Registration and Shareholder Rights Agreement The Company shall have entered into the Warrant Agreement, in the form of Exhibit A hereto, and the Registration and Shareholder Rights Agreement, in the form of Exhibit B hereto, in each case on terms satisfactory to the Purchaser.

  • Amendment of the Rights Agreement Clause (i) of Section 7(a) of the Rights Agreement is hereby amended and restated in its entirety as follows:

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