Rights Agreement Inapplicable Sample Clauses

Rights Agreement Inapplicable. If the transactions contemplated hereby or the conversion or exchange or exercise of any of the Securities upon its terms would (a) result in the occurrence of a "Triggering Event" under the Rights Agreement, (b) cause the Investor to become an "Acquiring Person" as defined in the Rights Agreement or (c) otherwise cause the exercise of any "Right" issued pursuant to the Rights Agreement or the issuance or exercise of any "Rights Certificate" under the Rights Agreement, the Company will promptly cause the Rights Agreement to be duly amended to prevent any such characterization.
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Rights Agreement Inapplicable. If the transactions contemplated hereby, including, without limitation, the Contribution, the Exchange and the contribution, if any, on or following the Closing Date of the MTI Shares to MI LLC, would (a) result in the occurrence of a "Triggering Event" under the Rights Agreement, (b) cause the Company, ev3 LLC, any Stockholder or MI LLC to become an "Acquiring Person" as defined in the Rights Agreement or (c) otherwise cause the exercise of any "Right" issued pursuant to the Rights Agreement or the issuance or exercise of any "Rights Certificate" under the Rights Agreement, MTI will promptly cause the Rights Agreement to be duly amended to prevent any such characterization.
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Rights Agreement Inapplicable. The terms of the Merger and the transactions contemplated herein constitute a "Qualifying Offer" under the Rights Agreements, and no further action of the Board of Directors of Gold is required to prevent, or eliminate any requirement to provide for, the issuance of any securities under the Rights Agreement.
Sample 1
Rights Agreement Inapplicable. If the transactions contemplated hereby or the conversion or exchange or exercise of any of the Securities upon its terms would (a) result in the occurrence of a "Triggering
Sample 1

Related to Rights Agreement Inapplicable

  • 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.

  • 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.

  • 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”).

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

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

  • 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:

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

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

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