Rights Agreement; Charter Amendment Sample Clauses

Rights Agreement; Charter Amendment. During the period commencing on the date hereof and ending at such time as the SLS Beneficial Ownership Percentage is less than 15%: (a) The Company agrees that it shall not take any action to amend, modify or supplement the Rights Agreement (as amended and restated by the Rights Agreement Amendment), or adopt, propose or implement any other shareholder rights plan, in each case that is adverse to the Investor Securityholders and their Affiliates relative to the terms of the Rights Agreement in effect on the date hereof as amended and restated by the Right Agreement Amendment; (b) The Company agrees that, if any Person becomes an “Acquiring Person” (or any similarly defined term) under the Rights Agreement or any other shareholder rights plan of the Company, then to the extent the Company causes or permits the Rights Agreement or such other shareholder rights plan to dilute such Acquiring Person (or similarly defined term) as contemplated by such Rights Agreement or other shareholder rights plan in a manner other than through an exchange of shareholder rights for shares of Common Stock pursuant to the terms of Section 23 of the Rights Agreement (or the equivalent section of such other shareholder rights plan), the Company shall obtain the prior written consent of the Investor Securityholders to such manner of dilution. The Company further agrees that, to the extent it does effect such an exchange under Section 23 of the Rights Agreement (or the equivalent section of such other shareholder rights plan), the Company shall not effect such exchange with any securities, cash or other assets of the Company other than Common Stock, in each case, unless the Company has obtained the prior written consent of the Investor Securityholders to such securities, cash or other assets. In each of the foregoing cases in this Section 7.6(b) where consent of the Investor Securityholders is required, such consent shall not be unreasonably withheld or delayed; and (c) The Company agrees that it will not directly or indirectly (including through any merger or consolidation) amend its restated certificate of incorporation in a manner that would directly or indirectly adversely affect the ability of the Investor Securityholders to Transfer the Securities and Conversion Shares to any Person (taking into account the terms of the Rights Agreement and of the relevant Securities and this Agreement) or to convert and exercise Securities or Junior Preferred Stock.
Sample 1
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Related to Rights Agreement; Charter Amendment

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

  • Amendment of the Rights Agreement Section 1(b) of the Rights Agreement is hereby amended and restated in its entirety as follows:

  • 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 Rights Agreement The Rights Agreement is hereby amended as follows: (a) Section 1 of the Rights Agreement is hereby amended by inserting the following subsections at the end of such Section 1:

  • 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.

  • Amendment to Rights Agreement Section 1(w) of the Agreement is hereby amended by deleting it in its entirety and replacing it with the following:

  • Company Rights Agreement The Board of Directors of the Company shall take all further actions (in addition to those referred to in Section 3.01(s)) requested by Parent in order to render the Company Rights inapplicable to this Agreement, the Merger, the other transactions contemplated by this Agreement and compliance with the terms of this Agreement. Except as provided above with respect to this Agreement, the Merger and the other transactions contemplated by this Agreement, neither the Company nor the Board of Directors of the Company shall, without the prior written consent of Parent, amend, modify, take any action with respect to, or make any determination under, the Company Rights Agreement.

  • Stockholder Agreement The Stockholder agrees that, during the period from the date of this Agreement until the Expiration Date:

  • 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.

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