Rights Agreements; Consequences if Rights Triggered. (a) The RJR Board shall take all action requested in writing by B&W in order to render the RJR Rights inapplicable to the Merger and the other Transactions and to terminate the RJR Rights Agreement at the Effective Time. Except as approved in writing by B&W, the RJR Board shall not (i) amend the RJR Rights Agreement, (ii) redeem any RJR Rights or (iii) take any action with respect to, or make any determination under, the RJR Rights Agreement in respect of any person (other than B&W or any of its affiliates) becoming an Acquiring Person unless the RJR Board or a committee thereof determines in good faith (after consultation with outside legal counsel and after compliance with all applicable provisions of this Agreement) that failure to take such action would be inconsistent with its fiduciary duties under applicable Law. If any Distribution Date, Triggering Event, Section 11(a)(ii) Event, Section 13 Event or Stock Acquisition Date (in each case, as defined in the RJR Rights Agreement) occurs under the RJR Rights Agreement at any time during the period from the date of this Agreement to the Effective Time, RJR and B&W shall make such adjustments to the Exchange Ratio as RJR and B&W shall mutually agree so as to preserve the economic benefits that RJR and B&W each reasonably expected on the date of this Agreement to receive as a result of the consummation of the Merger and the other Transactions.
(b) Prior to the Effective Time, each of RJR and B&W shall take all action necessary to cause Xxxxxxxx American to adopt the Xxxxxxxx American Rights Plan in the form attached as Exhibit C.
Rights Agreements; Consequences if Rights Triggered. (a) The Company Board shall take all further actions (in addition to those referred to in Section 3.05(c)) requested in writing by Parent in order to render the Company Rights inapplicable to the Merger and the other Transactions. Except as approved in writing by Parent, the Company Board shall not (i) amend the Company Rights Agreement, (ii) redeem the Company Rights or (iii) take any action with respect to, or make any determination under, the Company Rights Agreement. If any Distribution Date or Share Acquisition Date occurs under the Company Rights Agreement at any time during the period from the date of this Agreement to the Effective Time, the Company and Parent shall make such adjustment to the Merger Consideration as the Company and Parent shall mutually agree so as to preserve the economic benefits that the Company and Parent each reasonably expected on the date of this Agreement to receive as a result of the consummation of the Merger and the other Transactions.
(b) The Parent Board shall take all further actions (in addition to those referred to in Section 4.05(c)) requested in writing by the Company in order to render the Parent Rights inapplicable to the Merger and the other Transactions. Except as would not adversely affect the ability of Parent to consummate the Merger and the Transactions, unless approved in writing by the Company, the Parent Board shall not (i) amend the Parent Rights Agreement, (ii) redeem the Parent Rights or (iii) take any action with respect to, or make any determination under, the Parent Rights Agreement.
Rights Agreements; Consequences if Rights Triggered. (a) If any Distribution Date occurs under the Ashland Rights Agreement at any time during the period from the date of this Agreement to the Acquisition Merger Effective Time, Ashland and Marathon shall make such adjustment to Articles II, III and IV as Ashland and Marathon shall mutually agree so as to preserve the economic benefits that Ashland and Marathon each reasonably expected on the date of this Agreement to receive as a result of the consummation of the Transactions.
(b) In the event that Marathon enters into or adopts a rights agreement and, at any time from the date of this Agreement to the Closing Date, a "distribution date", "share acquisition date", "triggering event" or similar event occurs thereunder, the Marathon Board shall take such actions as are necessary under such rights agreement to provide that rights certificates representing an appropriate number of Marathon rights are issued to former Ashland shareholders who receive Marathon Common Stock pursuant to the Acquisition Merger. If Marathon is not permitted under such rights agreement to provide rights certificates to such former Ashland shareholders, Ashland and Marathon shall make such adjustment to Article IV as Ashland and Marathon shall mutually agree so as to preserve the economic benefits that Ashland and Marathon each reasonably expected on the date of this Agreement to receive as a result of the consummation of the Transactions.
Rights Agreements; Consequences if Rights Triggered. Except as approved in writing by Parent or contemplated by this Agreement, the Company Board shall not (i) amend the Company Rights Agreement, (ii) redeem the Company Rights or (iii) take any action with respect to, or make any determination under, the Company Rights Agreement, in each case, unless the Company Board determines in good faith, after compliance with applicable provisions of this Agreement and after consultation with outside counsel, that such action is necessary to do so to comply with its fiduciary duties.
Rights Agreements; Consequences if Rights Triggered. The Company Board shall take all action requested in writing by Parent in order to render the Company Rights inapplicable to the Merger and the other Transactions. Except as approved in writing by Parent or as set forth in the Company Disclosure Letter, the Company Board shall not (i) amend the Company Rights Agreement, (ii) redeem the Company Rights or (iii) take any action with respect to, or make any determination under, the Company Rights Agreement. If any Distribution Date, Stock Acquisition Date or Triggering Event occurs under the Company Rights Agreement at any time during the period from the date of this Agreement to the Merger Effective Time, the Company and Parent shall make such adjustment to the Company Exchange Ratio and the Parent Exchange Ratio as the Company and Parent shall mutually agree so as to preserve the economic benefits that the Company and Parent each reasonably expected on the date of this Agreement to receive as a result of the consummation of the Merger and the other Transactions.
Rights Agreements; Consequences if Rights Triggered. Except as approved in writing by Parent, the Company Board shall not (i) amend the Company Rights Agreement, (ii) redeem the Company Rights or (iii) take any action with respect to, or make any determination under, the Company Rights Agreement, except, in each case, to the extent necessary to comply with the fiduciary obligations of the Company Board, as determined by it in good faith after consultation with outside counsel. If any "Distribution Date" or "Share Acquisition Date" occurs under the Company Rights Agreement at any time during the period from the date of this Agreement to the Effective Time, the Company and Parent shall make such adjustment to the Offer Price as the Company and Parent shall mutually agree so as to preserve the economic benefits that the Company and Parent each reasonably expected on the date of this Agreement to receive as a result of the consummation of the Offer and the Merger.
Rights Agreements; Consequences if Rights Triggered. The Board of Directors of the Company shall take all further action (in addition to that referred to in Section 3.01(s)) reasonably requested in writing by Parent in order to render the Company Rights inapplicable to the Merger and the other transactions contemplated by this Agreement. Except as provided in Section 3.01(s) or as reasonably requested in writing by Parent, prior to the Company's Stockholders' Meeting, the Board of Directors of the Company shall not (i) amend the Company Rights Agreement or (ii) take any action with respect to, or make any determination under, the Company Rights Agreement.
Rights Agreements; Consequences if Rights Triggered. The Company Board shall take all action (in addition to that referred to in Section 3.24) requested in writing by Parent in order to render the Company Rights inapplicable to the Merger and the other Transactions. Except as approved in writing by Parent, neither the Company nor the Company Board shall (a) amend the Company Rights Agreement, (b) redeem the Company Rights or (c) take any action with respect to, or make any determination under, the Company Rights Agreement. If any Distribution Date, Stock Acquisition Date or Triggering Event (each as defined in the Company Rights Agreement) occurs under the Company Rights Agreement at any time prior to the Effective Time, the Company and Parent shall make such adjustment to the Merger Consideration as the Company and Parent shall mutually agree so as to preserve the economic benefits that the Company and Parent each reasonably expected on the date of this Agreement to receive as a result of the consummation of the Merger and the other Transactions.
Rights Agreements; Consequences if Rights Triggered. The Company Board shall take all further action (in addition to that referred to in Section 3.05(c)) requested in writing by Conopco in order to render the Company Rights inapplicable to the Offer, the Merger and the other Transactions. Except as approved in writing by Conopco, the Company Board shall not (i) amend either of the Company Rights Agreements, (ii) redeem the Company Rights or (iii) take any action with respect to, or make any determination under, the Company Rights Agreements.
Rights Agreements; Consequences if Rights Triggered. The Board of Directors of the Company shall take all further action (in addition to that referred to in Section 3.01(v)) requested in writing by Parent in order to render the Company Rights and the Homestake Canada Rights inapplicable to the Merger and the other transactions contemplated by this Agreement. Except as provided in Section 3.01(v) or as requested in writing by Parent, prior to the Company's Stockholders' Meeting, the Board of Directors of the Company shall not (i) amend the Company Rights Agreement, (ii) permit Homestake Canada to amend the Homestake Canada Rights Agreement, (iii) take any action with respect to, or make any determination under, the Company Rights Agreement or (iv) permit Homestake Canada to take any action with respect to, or make any determination under, the Homestake Canada Rights Agreement. In the event that notwithstanding Section 3.01(v) and this Section 5.06, a Distribution Date occurs under the Company Rights Agreement or the Homestake Canada Rights Agreement at any time during the period from the date of this Agreement to the Effective Time of the Merger when the Company Rights or the Homestake Canada Rights are outstanding, the Company and Parent shall make such adjustment to the Conversion Number as the Company and Parent shall mutually agree so as to preserve the economic benefits that the Company and Parent each reasonably expected on the date of this Agreement to receive as a result of the consummation of the Merger and the other transactions contemplated by this Agreement.
