Rights Agreement; Anti-Takeover Provisions. (a) The Company is not party to a rights agreement, “poison pill” or similar agreement or plan that would have the effect of preventing the Merger and the other transactions contemplated by this Agreement and the Ancillary Agreements.
Rights Agreement; Anti-Takeover Provisions. The Company does not have any shareholder rights plans in effect. None of the Company, this Agreement, the Arrangement or any of the other transactions contemplated hereby is subject to any takeover, anti-takeover, moratorium, “fair price”, “control share” or other similar Law enacted under any Law applicable to the Company, assuming compliance with MI 61-101, if applicable.
Rights Agreement; Anti-Takeover Provisions. (a) The entering into of this Agreement and the Voting Agreements, and the consummation of the transactions contemplated hereby and thereby, do not and will not, (i) result in any Person being deemed to have become an Acquiring Person (as defined in the Rights Plan), (ii) result in the ability of any Person to exercise any Rights under the Rights Plan, (iii) enable or require the Rights to separate from the shares of Company Common Stock to which they are attached or to be triggered or become exercisable or (iv) enable the Company to exchange any Rights for shares of the Company’s capital stock, pursuant to the Rights Plan. No triggering or similar event has occurred or will occur by reason of (1) the adoption, approval, execution or delivery of this Agreement and the Voting Agreements, (2) the public announcement of such adoption, approval, execution or delivery or (3) the consummation of the transactions contemplated hereby and thereby.
Rights Agreement; Anti-Takeover Provisions. The Company does not have any outstanding rights under the Rights Agreement or any similar rights. The Board of Directors of the Company has taken all necessary action so that any takeover, anti-takeover, moratorium, “fair price”, “control share” or other similar Law enacted under any Law applicable to the Company or similar provisions under the Company Charter Documents do not, and will not, apply to this Agreement, the Merger or the other transactions contemplated hereby.
Rights Agreement; Anti-Takeover Provisions. (a) The Company has taken all actions necessary under the Rights Agreement, dated as of May 11, 1999, between the Company and National City Bank, as rights agent (the “Rights Agreement”), to cause the Rights Agreement to be rendered inapplicable to this Agreement, the Merger and the transactions contemplated by this Agreement.
Rights Agreement; Anti-Takeover Provisions. The Company's Board of Directors will take all further action (in addition to that referred to in Section 5.17 hereof) reasonably requested in writing by Parent (including redeeming the Rights immediately prior to the Effective Time or further amending the Rights Agreement) in order to render the Rights Agreement inapplicable to the Offer and the Merger and the other transactions contemplated hereby to the extent provided herein and in the Rights Agreement. Except as provided above with respect to the Offer, the Merger and the other transactions contemplated hereby or approved in writing by Parent, the Board of Directors of the Company will not (i) amend the Rights Agreement, (ii) redeem the Rights or (iii) take any action with respect to, or make any determination under, the Rights Agreement to facilitate an Acquisition Proposal, provided that, the Company may take such action if the Board of Directors determines in its good faith, reasonable judgment, after consultation with and the receipt of advice from its financial advisor and outside counsel, that failure to do so would create a reasonable possibility of a breach of its fiduciary duties under applicable law. In addition, except as otherwise provided in this Agreement, the Company will not approve an Acquisition Proposal, other than the Offer, the Merger and the other transactions contemplated by this Agreement, for purposes of Section 203 of Delaware Law or Article VI of the Company's Certificate of Incorporation, provided that, the Company may take such action if the Board of Directors determines in its good faith, reasonable judgment, after consultation with and the receipt of advice from its financial advisor and outside counsel, that failure to do so would create a reasonable possibility of a breach of its fiduciary duties under applicable law.
Rights Agreement; Anti-Takeover Provisions. (a) The Company has taken all actions necessary under the Rights Agreement to render the Rights Agreement inapplicable to this Agreement, the Merger and the transactions contemplated by this Agreement.
Rights Agreement; Anti-Takeover Provisions. (a) The Company has taken all actions necessary under the Rights Agreement to (i) render the Rights Agreement, and the rights issued thereunder, inapplicable to this Agreement, the Merger and the Transactions; (ii) ensure that (A) none of Parent, Merger Sub or any of their Subsidiaries is an Acquiring Person (as such term is defined in the Rights Agreement) pursuant to the Rights Agreement as a result of this Agreement or the Transactions and (B) a Distribution Date or Shares Acquisition Date (as such terms are defined in the Rights Agreement) does not occur, in the case of clauses (A) and (B), solely by reason of the execution of this Agreement or the consummation of the Transactions, and (iii) provide that the Final Expiration Date (as such term is defined in the Rights Agreement) shall occur immediately prior to the Effective Time.
Rights Agreement; Anti-Takeover Provisions. Dime has taken all action necessary so that the entering into of this Agreement and the Voting/Purchase Agreement and the consummation of the transactions contemplated hereby and thereby do not and will not result in the grant of any rights to any person under the Rights Agreement or enable or require the rights issuable thereunder to be exercised, distributed or triggered. The Board of Directors of Dime has taken all necessary action so that the provisions of Section 203 of the DGCL and any applicable provisions of the takeover laws of any other state (and any comparable provisions of Dime's Certificate of Incorporation and Bylaws), do not and will not apply to this Agreement, the Voting/Purchase Agreement, the Merger or the transactions contemplated hereby or thereby.
Rights Agreement; Anti-Takeover Provisions. Long Beach has taken all necessary action so that the entering into of this Agreement, the consummation of the transactions contemplated hereby, the entering into of the Stock Option Agreement and the exercise of the Option (as defined therein) do not and will not result in the grant of any rights to any person under the Long Beach Rights Agreement or enable or require the Long Beach Rights to be exercised, distributed or triggered. The Board of Directors of Long Beach has taken all necessary action so that the provisions of Section 203 of the DGCL (and any applicable provisions of the takeover laws of any other state) do not and will not apply to this Agreement, the Merger or the transactions contemplated hereby, the Stock Option Agreement or the exercise of the Option.
