Common use of REDEMPTION AND EXCHANGE OF RIGHTS Clause in Contracts

REDEMPTION AND EXCHANGE OF RIGHTS. At any time prior to the earlier of the close of business on (i) the Distribution Date, or (ii) the Final Expiration Date, the Board of Directors of the Company may redeem all, but not less than all, of the Rights at a price of $0.01 per Right (the “Redemption Price”). In general, the redemption of the Rights may be made effective at such time, on such basis and subject to such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. At any time after any Person becomes an Acquiring Person and prior to the acquisition by such person or group of 50% or more of the outstanding Common Shares, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which will have become void), in whole or in part, at an exchange ratio of one Common Share, or, under circumstances set forth in the Rights Agreement, cash, property or other securities of the Company, including fractions of a Preferred Share (or of a share of a class or series of the Company’s preferred stock having equivalent designations and the powers, preferences and rights, and the qualifications, limitations and restrictions), per Right (with value equal to such Common Shares).

Appears in 2 contracts

Samples: Rights Agreement (Bank Jos a Clothiers Inc /De/), Rights Agreement (Bank Jos a Clothiers Inc /De/)

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REDEMPTION AND EXCHANGE OF RIGHTS. At any time prior to the earlier of the close of business on (i) the Distribution Datesuch time that a person has become an Acquiring Person, or (ii) the Final Expiration Date, the Board of Directors of the Company may redeem all, but not less than all, of the Rights at a price of $0.01 per Right (the “Redemption Price”). In general, the redemption of the Rights may be made effective at such time, time on such basis and subject to with such conditions as the Board of Directors in its sole discretion may establish. establish Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. At any time after any Person becomes an Acquiring Person and prior to the acquisition by such person or group of 50% or more of the outstanding Common Shares, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which will have become void), in whole or in part, at an exchange ratio of one Common Share, or, under circumstances set forth in the Rights Agreement, cash, property or other securities of the Company, including fractions of a Preferred Share (or of a share of a class or series of the Company’s preferred stock having equivalent designations and the powers, preferences and rights, and the qualifications, limitations and restrictions), per Right (with value equal to such Common Shares).

Appears in 1 contract

Samples: Rights Agreement (Cardiotech International Inc)

REDEMPTION AND EXCHANGE OF RIGHTS. At any time prior to the earlier earliest of the close of business on (i) the Distribution Datetime at which any Person becomes an Acquiring Person, or (ii) the Final Expiration Date, the Board of Directors of the Company may redeem allthe Rights in whole, but not less than allin part, of the Rights at a price of $0.01 per Right (the “Redemption Price”). In general, the redemption of the Rights may be made effective at such time, time on such basis and subject to with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. At any time after any Person becomes an Acquiring Person and prior to the acquisition by such person or group of 50% or more of the outstanding Common Shares, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which will have become void), in whole or in part, at an exchange ratio of one Common Share, or, under circumstances set forth in the Rights Agreement, cash, property or other securities of the Company, including fractions of a Preferred Share (or of a share of a class or series of the Company’s preferred stock having equivalent designations and the powers, preferences and rights, and the qualifications, limitations and restrictions), per Right (with value equal to such Common Shares).

Appears in 1 contract

Samples: Rights Agreement (Looksmart LTD)

REDEMPTION AND EXCHANGE OF RIGHTS. At any time prior to the earlier of the close of business on (i) the Distribution Datesuch time that a person has become an Acquiring Person, or (ii) the Final Expiration Date, the Board of Directors of the Company may redeem all, but not less than all, of the Rights at a price of $0.01 per Right (the “Redemption Price”). In general, the redemption of the Rights may be made effective at such time, time on such basis and subject to with such conditions as the Board of Directors in its sole discretion may establish. establish Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. At any time after any Person becomes an Acquiring Person and prior to the acquisition by such person or group of 50% or more of the outstanding Common Shares, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which will have become void), in whole or in part, at an exchange ratio of one Common Share, or, under circumstances set forth in the Rights Agreement, cash, property or other securities of the Company, including fractions of a Preferred Share (or of a share of a class or series of the Company’s preferred stock having equivalent designations and the powers, preferences and rights, and the qualifications, limitations and restrictions), per Right (with value equal to such Common Shares).

Appears in 1 contract

Samples: Rights Agreement (Bank Jos a Clothiers Inc /De/)

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REDEMPTION AND EXCHANGE OF RIGHTS. At any time prior to the earlier earliest of the close of business on (i) the Distribution Datesuch time as any person becomes an Acquiring Person, or (ii) the Final Expiration Date, the Board of Directors of the Company may redeem allthe Rights in whole, but not less than allin part, of the Rights at a price of $0.01 0.001 per Right (the "Redemption Price"). In general, the redemption of the Rights may be made effective at such time, time on such basis and subject to with such conditions as the Board of Directors in its sole discretion may establish. establish Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. At any time after any Person becomes an Acquiring Person and prior to the acquisition by such person or group of 50% or more of the outstanding Common Shares, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which will have become void), in whole or in part, at an exchange ratio of one Common Share, or, under circumstances set forth in the Rights Agreement, cash, property or other securities of the Company, including fractions of a Preferred Share (or of a share of a class or series of the Company’s 's preferred stock having equivalent designations and the powers, preferences and rights, and the qualifications, limitations and restrictions), per Right (with value equal to such Common Shares).

Appears in 1 contract

Samples: Rights Agreement (Intermune Inc)

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