Rights Agreement; Section 203 Sample Clauses

Rights Agreement; Section 203. Chartwell and its Board of Directors have amended the Rights Agreement (without redeeming the Rights) so that the execution and delivery of this Agreement, the Stock Option Agreement or the consummation of the Merger will not (i) cause any of the Rights to become exercisable, (ii) cause Trenwick to be an Acquiring Person (as defined in the Rights Agreement) or (iii) trigger other provisions of the Rights Agreement, including giving rise to a Distribution Date (as defined in the Rights Agreement), and the Expiration Date (as defined in the Rights Agreement) of the Rights shall occur immediately prior to the Effective Time. Such amendment shall be in full force and effect from and after the date hereof. Chartwell has taken all corporate action necessary to render inapplicable to the Merger, this Agreement, the Stock Option Agreement and the other transactions contemplated hereby, the provisions of Section 203 of the DGCL.
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Rights Agreement; Section 203. (a) The Buyer has executed amendments dated as of August 18, 1998 and September 3, 1998 to its Rights Agreement dated as of October 13, 1995 in the forms attached hereto as Exhibit D, and Exhibit D-1, respectively.
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Rights Agreement; Section 203. The Buyer has executed the amendment to its Rights Agreement dated as of October 13, 1995 in the form attached hereto as Exhibit D, and such amendment is in full force and effect. (b) The Board of Directors of the Buyer has approved the Merger, this Agreement and the Amended Plan together with the transactions contemplated thereby (including without limitation the acquisition by the Standby Purchasers of Buyer Warrants, Buyer Common Stock or Buyer Class B Common Stock, if applicable, pursuant to this Agreement, the Amended Plan and the Standby Purchase Commitments, or of Buyer Common Stock or Buyer Class B Common Stock, if applicable, pursuant to the Buyer Warrants), including for purposes of Section 203 of the DGCL. 3.24
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Rights Agreement; Section 203. (a) The Buyer has executed the amendment to its Rights Agreement dated as of October 13, 1995 in the form attached hereto as Exhibit D, and such amendment is in full force and effect.
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Rights Agreement; Section 203. The Company covenants and agrees that it will not, other than as required in connection with the transactions contemplated by this Agreement, (a) redeem the rights of the Company issued pursuant to the Company Rights Agreement (the “Rights”), (b) amend the Company Rights Agreement, (c) take any action, other than as permitted by this Agreement, which would allow any person (as defined in the Company Rights Agreement) other than Merger Sub or its Affiliates or any Person who already beneficially owns 15% or more of the outstanding shares of Company Common Stock as of the date hereof to acquire beneficial ownership (for purposes of this Section 5.8, as defined in the Company Rights Agreement) of 15% or more of the outstanding shares of Company Common Stock without causing a Distribution Date or a Triggering Event (as each such term is defined in the Company Rights Agreement) to occur or (d) waive any provision of Section 203 of the DGCL that would apply to the acquisition by any Person other than Merger Sub or its Affiliates of beneficial ownership of shares of Company Common Stock.
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Related to Rights Agreement; Section 203

  • DGCL Section 203 The Corporation hereby expressly elects not to be governed by Section 203 of the DGCL.

  • SECTION 203 Form of Reverse of Security........................ 14 Section 204. Form of Legend for Global Securities............... 18 Section 205. Form of Trustee's Certificate of Authentication.... 18 ARTICLE THREE

  • 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 to Section 2.1 Section 2.1 of the Credit Agreement is hereby amended in its entirety as follows:

  • Pursuant to Section 2 1.(b) of the Credit Agreement, the Borrower hereby requests that the Lenders make Revolving Loans to the Borrower in an aggregate principal amount equal to $ .

  • Pursuant to Section 4 01, any amounts collected by a Servicer or the Master Servicer under any insurance policies (other than amounts to be applied to the restoration or repair of the property subject to the related Mortgage or released to the Mortgagor in accordance with the related Servicing Agreement) shall be deposited into the Distribution Account, subject to withdrawal pursuant to Section 4.03. Any cost incurred by the Master Servicer or the related Servicer in maintaining any such insurance (if the Mortgagor defaults in its obligation to do so) shall be added to the amount owing under the Mortgage Loan where the terms of the Mortgage Loan so permit; provided, however, that the addition of any such cost shall not be taken into account for purposes of calculating the distributions to be made to Certificateholders and shall be recoverable by the Master Servicer or such Servicer pursuant to Sections 4.01 and 4.03.

  • Pursuant to Section 3 03 of the Indenture Supplement, on each Distribution Date, the Indenture Trustee shall deposit into the Class A(2017-6) Interest Funding sub-Account the portion of Card Series Finance Charge Amounts allocable to the Class A(2017-6) Notes.

  • Pursuant to Section 6 2(a) of the Collateral Agency Agreement and subject to the conditions set forth in Section 13.1(b), the Initial Beneficiary hereby designates a portion of the Closed-End Units included in the Revolving Pool for allocation to a new Reference Pool, referred to as the "20[ ]-[ ] Reference Pool," within the Closed-End Collateral Specified Interest. Upon the effectiveness of this Exchange Note Supplement, the Initial Beneficiary shall direct the Titling Trustee and the Closed-End Collateral Agent to allocate or cause to be identified and allocated on their respective books and records the "20[ ]-[ ] Reference Pool," to be separately accounted for and held in trust independently from any other Asset Pool. Such Reference Pool shall initially include the Closed-End Units identified on Schedule 1 to this Exchange Note Supplement, which Closed-End Units shall belong exclusively to the 20[ ]-[ ] Reference Pool, and all other Titling Trust Assets to the extent related to such Closed-End Units (other than cash which does not constitute Closed-End Collections received after the Cut-Off Date, as specified in Section 13.2(a)(iii)); provided, that, any Closed-End Collections received on or prior to the Cut-Off Date for any such Closed-End Units identified on Schedule 1 shall not be allocated to the 20[ ]-[ ] Reference Pool.

  • Amendment to Section 4 07. Section 4.07 of the Indenture is hereby amended and restated in its entirety to read as follows:

  • Register Transfer Agent Instructions The Company shall maintain at its principal executive offices (or such other office or agency of the company as it may designate by notice to each holder of securities), a register for the Membership Interests and the Warrants, in which the Company shall record the name and address of the person in whose name the Membership Interests and the Warrants have been issued (including the name and address of each transferee), the number of Membership Interests held by such person, the number of Warrant Interests issuable upon exercise of the Warrants held by such person and the number of Membership Interests held by such person. The Company shall keep the register open and available at all times during normal business hours for inspection of any Buyer or its legal representatives.

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