Common use of Rights Agreements; Consequences if Rights Triggered Clause in Contracts

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 RJR Board of Directors of the Company shall take all further action (in addition to that referred to in Section 3.01(t)) requested in writing by B&W Parent in order to render the RJR Company Rights inapplicable to the Merger and the other Transactions and to terminate the RJR Rights Agreement at the Effective Timetransactions contemplated by this Agreement. Except as approved provided in Section 3.01(t) or as requested in writing by B&WParent, prior to the Company's Stockholders' Meeting, the RJR Board of Directors of the Company shall not (i) amend the RJR Company Rights Agreement, Agreement or (ii) redeem any RJR Rights or (iii) take any action with respect to, or make any determination under, the RJR Company Rights Agreement in respect of any person (other than B&W or any of its affiliatesAgreement. In the event that notwithstanding Section 3.01(t) becoming an Acquiring Person unless the RJR Board or and this Section 5.06(a), 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 Shares Acquisition Date (in each case, as defined in the RJR Rights Agreement) or Triggering Event occurs under the RJR Company Rights Agreement at any time during the period from the date of this Agreement to the Effective TimeTime of the Merger when the Company Rights are outstanding, RJR the Company and B&W Parent shall make such adjustments adjustment to the Exchange Ratio Conversion Number as RJR the Company and B&W Parent shall mutually agree so as to preserve the economic benefits that RJR the Company and B&W Parent each reasonably expected on the date of this Agreement to receive as a result of the consummation of the Merger and the other Transactionstransactions contemplated by this Agreement. (b) Prior The Board of Directors of Parent shall take all further action (in addition to that referred to in Section 3.02(t)) requested in writing by the Company in order to render the Parent Rights inapplicable to the Merger and the other transactions contemplated by this Agreement. In the event that, notwithstanding Section 3.02(t) and this Section 5.06(b), a Distribution Date, Share Acquisition Date, Triggering Event or Business Combination occurs under the Parent Rights Agreement at any time during the period from the date of this Agreement to the Effective Time, each Time of RJR the Merger and B&W shall take all action necessary to cause Xxxxxxxx American to adopt the Xxxxxxxx American Rights Plan Certificates (as such term is defined in the form attached as Exhibit C.Parent Rights Agreement) are issued to Parent's

Rights Agreements; Consequences if Rights Triggered. (a) The RJR Board of Directors of the Company shall take all further action (in addition to that referred to in Section 3.01(t)) requested in writing by B&W Parent in order to render the RJR Company Rights inapplicable to the Merger and the other Transactions and to terminate the RJR Rights Agreement at the Effective Timetransactions contemplated by this Agreement. Except as approved provided in Section 3.01(t) or as requested in writing by B&WParent, prior to the Company's Stockholders' Meeting, the RJR Board of Directors of the Company shall not (i) amend the RJR Company Rights Agreement, Agreement or (ii) redeem any RJR Rights or (iii) take any action with respect to, or make any determination under, the RJR Company Rights Agreement in respect of any person (other than B&W or any of its affiliatesAgreement. In the event that notwithstanding Section 3.01(t) becoming an Acquiring Person unless the RJR Board or and this Section 5.06(a), 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 Shares Acquisition Date (in each case, as defined in the RJR Rights Agreement) or Triggering Event occurs under the RJR Company Rights Agreement at any time during the period from the date of this Agreement to the Effective TimeTime of the Merger when the Company Rights are outstanding, RJR the Company and B&W Parent shall make such adjustments adjustment to the Exchange Ratio Conversion Number as RJR the Company and B&W Parent shall mutually agree so as to preserve the economic benefits that RJR the Company and B&W Parent each reasonably expected on the date of this Agreement to receive as a result of the consummation of the Merger and the other Transactionstransactions contemplated by this Agreement. (b) Prior The Board of Directors of Parent shall take all further action (in addition to that referred to in Section 3.02(t)) requested in writing by the Company in order to render the Parent Rights and the Parent Equal Value Rights inapplicable to the Merger and the other transactions contemplated by this Agreement. In the event that, notwithstanding Section 3.02(t) and this Section 5.06(b), a Distribution Date, Stock Acquisition Date, Triggering Event or Section 13 Event occurs under the Parent Rights Agreement at any time during the period from the date of this Agreement to the Effective TimeTime of the Merger and Rights Certificates (as such term is defined in the Parent Rights Agreement) are issued to Parent's stockholders, each Parent's Board of RJR and B&W Directors shall take all action such actions as are necessary and permitted under the Parent Rights Agreement to cause Xxxxxxxx American provide that Rights Certificates representing an appropriate number of Rights are issued to adopt the Xxxxxxxx American Company's stockholders and employees who receive Parent Common Stock pursuant to the Merger. In the event that Parent is not permitted under the Parent's Rights Plan in Agreement to provide Rights Certificates to such Company stockholders and employees following the form attached occur- rence of a Distribution Date, Triggering Event or Section 13 Event during such time period, the Company and Parent shall make such adjustment to the Conversion Number as Exhibit C.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. In the event that, an Extraordinary Transaction, Control Date or Distribution Date occurs under the Parent Equal Value Rights Agreement, 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.

Rights Agreements; Consequences if Rights Triggered. (a) The RJR Board of Directors of the Company shall take all further action (in addition to that referred to in Section 3.01(t)) requested in writing by B&W Parent in order to render the RJR Company Rights inapplicable to the Merger and the other Transactions and to terminate the RJR Rights Agreement at the Effective Timetransactions contemplated by this Agreement. Except as approved provided in Section 3.01(t) or as requested in writing by B&WParent, prior to the Company's Stockholders' Meeting, the RJR Board of Directors of the Company shall not (i) amend the RJR Company Rights Agreement, Agreement or (ii) redeem any RJR Rights or (iii) take any action with respect to, or make any determination under, the RJR Company Rights Agreement in respect of any person (other than B&W or any of its affiliatesAgreement. In the event that notwithstanding Section 3.01(t) becoming an Acquiring Person unless the RJR Board or and this Section 5.06(a), 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 Shares Acquisition Date (in each case, as defined in the RJR Rights Agreement) or Triggering Event occurs under the RJR Company Rights Agreement at any time during the period from the date of this Agreement to the Effective TimeTime of the Merger when the Company Rights are outstanding, RJR the Company and B&W Parent shall make such adjustments adjustment to the Exchange Ratio Conversion Number as RJR the Company and B&W Parent shall mutually agree so as to preserve the economic benefits that RJR the Company and B&W Parent each reasonably expected on the date of this Agreement to receive as a result of the consummation of the Merger and the other Transactionstransactions contemplated by this Agreement. (b) Prior The Board of Directors of Parent shall take all further action (in addition to that referred to in Section 3.02(t)) requested in writing by the Company in order to render the Parent Rights and the Parent Equal Value Rights inapplicable to the Merger and the other transactions contemplated by this Agreement. In the event that, notwithstanding Section 3.02(t) and this Section 5.06(b), a Distribution Date, Stock Acquisition Date, Triggering Event or Section 13 Event occurs under the Parent Rights Agreement at any time during the period from the date of this Agreement to the Effective TimeTime of the Merger and Rights Certificates (as such term is defined in the Parent Rights Agreement) are issued to Parent's stockholders, each Parent's Board of RJR and B&W Directors shall take all action such actions as are necessary and permitted under the Parent Rights Agreement to cause Xxxxxxxx American provide that Rights Certificates representing an appropriate number of Rights are issued to adopt the Xxxxxxxx American Company's stockholders and employees who receive Parent Common Stock pursuant to the Merger. In the event that Parent is not permitted under the Parent's Rights Plan in Agreement to provide Rights Certificates to such Company stockholders and employees following the form attached occurrence of a Distribution Date, Triggering Event or Section 13 Event during such time period, the Company and Parent shall make such adjustment to the Conversion Number as Exhibit C.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. In the event that, an Extraordinary Transaction, Control Date or Distribution Date occurs under the Parent Equal Value Rights Agreement, 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.

Rights Agreements; Consequences if Rights Triggered. (a) The RJR Board of Directors of the Company shall take all further action (in addition to that referred to in Section 3.01(t)) requested in writing by B&W Parent in order to render the RJR Company Rights inapplicable to the Merger and the other Transactions and to terminate the RJR Rights Agreement at the Effective Timetransactions contemplated by this Agreement. Except as approved provided in Section 3.01(t) or as requested in writing by B&WParent, prior to the Company's Stockholders' Meeting, the RJR Board of Directors of the Company shall not (i) amend the RJR Company Rights Agreement, Agreement or (ii) redeem any RJR Rights or (iii) take any action with respect to, or make any determination under, the RJR Company Rights Agreement in respect of any person (other than B&W or any of its affiliatesAgreement. In the event that notwithstanding Section 3.01(t) becoming an Acquiring Person unless the RJR Board or and this Section 5.06(a), 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 Shares Acquisition Date (in each case, as defined in the RJR Rights Agreement) or Triggering Event occurs under the RJR Company Rights Agreement at any time during the period from the date of this Agreement to the Effective TimeTime of the Merger when the Company Rights are outstanding, RJR the Company and B&W Parent shall make such adjustments adjustment to the Exchange Ratio Conversion Number as RJR the Company and B&W Parent shall mutually agree so as to preserve the economic benefits that RJR the Company and B&W Parent each reasonably expected on the date of this Agreement to receive as a result of the consummation of the Merger and the other Transactionstransactions contemplated by this Agreement. (b) Prior The Board of Directors of Parent shall take all further action (in addition to that referred to in Section 3.02(t)) requested in writing by the Company in order to render the Parent Rights inapplicable to the Merger and the other transactions contemplated by this Agreement. In the event that, notwithstanding Section 3.02(t) and this Section 5.06(b), a Distribution Date, Share Acquisition Date, Triggering Event or Business Combination occurs under the Parent Rights Agreement at any time during the period from the date of this Agreement to the Effective TimeTime of the Merger and Rights Certificates (as such term is defined in the Parent Rights Agreement) are issued to Parent's stockholders, each Parent's Board of RJR and B&W Directors shall take all action such actions as are necessary and permitted under the Parent Rights Agreement to cause Xxxxxxxx American provide that Rights Certificates representing an appropriate number of Rights are issued to adopt the Xxxxxxxx American Company's stockholders and employees who receive Parent Common Stock pursuant to the Merger. In the event that Parent is not permitted under the Parent's Rights Plan in Agreement to provide Rights Certificates to such Company stockholders and employees following the form attached occurrence of a Distribution Date, Triggering Event or Business Combination during such time period, the Company and Parent shall make such adjustment to the Conversion Number as Exhibit C.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.

Rights Agreements; Consequences if Rights Triggered. (a) The RJR Company Board shall take all action requested in writing by B&W Parent in order to render the RJR Company Rights inapplicable to the Merger and the other Transactions and to terminate the RJR Rights Agreement at the Effective TimeTransactions. Except as approved in writing by B&WParent, the RJR Company Board shall not (i) amend the RJR Company Rights Agreement, (ii) redeem any RJR the Company Rights or (iii) take any action with respect to, or make any determination under, the RJR Company 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 Separation Time, Stock Acquisition Date, Triggering Event, Section 11(a)(ii) Event, Section 13 Flip-over Transaction or Event or Stock Acquisition Flip-in Date (in each case, as defined in the RJR Rights Agreement) occurs under the RJR Company Rights Agreement at any time during the period from the date of this Agreement to the Effective Time, RJR the Company and B&W Parent shall make such adjustments adjustment to the Exchange Ratio Conversion Number as RJR the Company and B&W Parent shall mutually agree so as to preserve the economic benefits that RJR the Company and B&W 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) Prior The Parent Board shall take all action requested in writing by the Company in order to render the Parent Rights inapplicable to the Merger and the other Transactions. Except as 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. If any Distribution Date occurs under the Parent Rights Agreement or any person becomes an Acquiring Person thereunder 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 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 RJR this Agreement to receive as a result of the consummation of the Merger and B&W shall the other Transactions (e.g., if any Distribution Date occurs under the Parent Rights Agreement at any time during the period from the date of this Agreement to the Effective Time, the Parent Board could take all action such actions as are necessary and permitted under the Parent Rights Agreement to cause Xxxxxxxx American provide that Rights Certificates representing an appropriate number of Parent Rights are issued to adopt the Xxxxxxxx American Rights Plan in Company's shareholders who receive Parent Common Stock pursuant to the form attached as Exhibit C.Merger).