Rights of Action. All rights of action in respect of this Agreement, other than rights of action vested in the Rights Agent pursuant to Sections 18 and 20 hereof, are vested in the respective registered holders of the Right Certificates (or, prior to the Distribution Date, the registered holders of the Common Stock of the Company); and any registered holder of any Right Certificate (or, prior to the Distribution Date, of the Common Stock of the Company), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date, of the Common Stock of the Company), may, in such registered holder's own behalf and for such registered holder's own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his right to exercise the Right evidenced by such Right Certificate in the manner provided in such Right Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.
Appears in 40 contracts
Samples: Shareholder Rights Agreement (Avant Immunotherapeutics Inc), Stockholder Rights Agreement (Kendle International Inc), Shareholder Rights Agreement (Avant Immunotherapeutics Inc)
Rights of Action. All rights of action in respect of this Agreement, other than rights of action vested in the Rights Agent pursuant to Sections Section 18 and 20 hereof, are vested in the respective registered holders of the Right Rights Certificates (orand, prior to the Distribution Date, the registered holders of the certificates representing shares of Company Common Stock of the CompanyStock); and any registered holder of any Right a Rights Certificate (or, prior to the Distribution Date, of the a certificate representing shares of Company Common Stock of the CompanyStock), without the consent of the Rights Agent or of the holder of any other Right Rights Certificate (or, prior to the Distribution Date, of the a certificate representing shares of Company Common Stock of the CompanyStock), may, in such registered holder's his own behalf and for such registered holder's his own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company or any other Person to enforce, or otherwise act in respect of, his right to exercise the Right Rights evidenced by such Right Rights Certificate in the manner provided in such Right Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.
Appears in 38 contracts
Samples: Rights Agreement (Vestin Realty Trust II, Inc), Rights Agreement (Wireless Facilities Inc), Rights Agreement (Digimarc Corp)
Rights of Action. All rights of action in respect of this Agreement, other than rights of action vested in the Rights Agent pursuant to Sections 18 and 20 hereof, are vested in the respective registered holders of the Right Certificates (or, prior to the Distribution Date, the registered holders of the Common Stock of the Company); and any registered holder of any Right Certificate (or, prior to the Distribution Date, of the Common Stock of the Company), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date, of the Common Stock of the Company), may, in such registered holder's ’s own behalf and for such registered holder's ’s own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his right to exercise the Right evidenced by such Right Certificate in the manner provided in such Right Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' ’ fees, incurred by them in any action to enforce the provisions of this Agreement.
Appears in 36 contracts
Samples: Stockholder Rights Agreement (Sensei Biotherapeutics, Inc.), Section 382 Rights Agreement (Internap Corp), Section 382 Rights Agreement (GTT Communications, Inc.)
Rights of Action. All rights of action in respect of this Agreement, other than the rights of action vested in the Rights Agent pursuant to Sections 18 and 20 hereofhereunder, are vested in the respective registered holders of the Right Rights Certificates (orand, prior to the Distribution Date, the registered holders of shares of the Common Stock of the CompanyStock); and any registered holder of any Right a Rights Certificate (or, prior to the Distribution Date, any registered holder of shares of the Common Stock of the CompanyStock), without the consent of the Rights Agent or of the holder of any other Right Rights Certificate (or, prior to the Distribution Date, any registered holder of shares of the Common Stock of the CompanyStock), may, in such registered holder's ’s own behalf and for such registered holder's ’s own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company or any other Person to enforce, or otherwise act in respect of, his such holder’s right to exercise the Right Rights evidenced by such Right Rights Certificate in the manner provided in such Right Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement by the Company and shall be entitled to specific performance of the obligations hereunder hereunder, and injunctive relief against actual or threatened violations by the Company of the obligations hereunder of any Person (including, without limitation, the Company) subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.
Appears in 30 contracts
Samples: Rights Agreement (Dominari Holdings Inc.), Rights Agreement (Contango ORE, Inc.), Rights Agreement (Aikido Pharma Inc.)
Rights of Action. (a) All rights of action in respect of this Agreement, other than rights of action vested in the Rights Agent pursuant to Sections 18 and 20 hereof, Agreement are vested in the respective registered holders of the Right Certificates (orand, prior to the Distribution Date, the registered holders of the Common Stock of the CompanyShares); and any registered holder of any Right Certificate (or, prior to the Distribution Date, of the Common Stock of the CompanyShares), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date, of the Common Stock of the Company), Shares) may, in such registered holder's his own behalf and for such registered holder's his own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his right to exercise the Right Rights evidenced by such Right Certificate in the manner provided in such Right Certificate and in this Rights Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Rights Agreement and shall be entitled to specific performance of the obligations hereunder of any Person under, and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to to, this Rights Agreement. Holders .
(b) Any holder of Rights who prevails in an action to enforce the provisions of this Rights Agreement shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreementsuch action.
Appears in 22 contracts
Samples: Rights Agreement (Chirex Inc), Rights Agreement (Palomar Medical Technologies Inc), Rights Agreement (Homestake Mining Co /De/)
Rights of Action. All rights of action in respect of this Rights Agreement, other than excepting the rights of action vested in given to the Rights Agent pursuant to Sections under Section 18 and 20 hereof, are vested in the respective registered holders of the Right Certificates (orand, prior to the Distribution Date, the registered holders of the Common Stock of the CompanyStock); and any registered holder of any Right Certificate (or, prior to the Distribution Date, of the Common Stock of the CompanyStock), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date, of the Common Stock of the CompanyStock), may, in on such registered holder's ’s own behalf and for such registered holder's ’s own benefit, may enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his such holder’s right to exercise the Right Rights evidenced by such Right Certificate (or, prior to the Distribution Date, such Common Stock) in the manner provided in such Right Certificate and in this Rights Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Rights Agreement and shall will be entitled to specific performance of the obligations hereunder under, and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to to, this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.
Appears in 18 contracts
Samples: Section 382 Rights Agreement (CNO Financial Group, Inc.), Section 382 Rights Agreement (CNO Financial Group, Inc.), Section 382 Rights Agreement (CNO Financial Group, Inc.)
Rights of Action. All rights of action in respect of this Agreement, other than excepting the rights of action vested in given to the Rights Agent pursuant to Sections under Section 18 and 20 hereof, are vested in the respective registered holders of the Right Rights Certificates (orand, prior to the Distribution Date, the registered holders of the certificates representing shares of Common Stock of the CompanyStock); and any registered holder of any Right Rights Certificate (or, prior to the Distribution Date, a certificate representing shares of the Common Stock of the CompanyStock), without the consent of the Rights Agent or of the holder of any other Right Rights Certificate (or, prior to the Distribution Date, of the a certificate representing shares of Common Stock of the CompanyStock), may, in such registered holder's own behalf and for such registered holder's own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his such holder's right to exercise the Right Rights evidenced by such Right Rights Certificate in the manner provided in such Right Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall will be entitled to specific performance of the obligations hereunder hereunder, and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.
Appears in 15 contracts
Samples: Rights Agreement (Iteris Holdings Inc), Rights Agreement (Encad Inc), Rights Agreement (Delcath Systems Inc)
Rights of Action. All rights of action in respect of this Agreement, other than excepting the rights of action vested in given to the Rights Agent pursuant to Sections under SECTION 18 and 20 hereof, are vested in the respective registered holders of the Right Certificates (orand, prior to the Distribution Date, the registered holders of the Common Stock Shares of the Company); and any registered holder of any Right Certificate (or, prior to the Distribution Date, of the Common Stock Shares of the Company), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date, of the Common Stock Shares of the Company), may, in on such registered holder's own behalf and for such registered holder's own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his such holder's right to exercise the Right Rights evidenced by such Right Certificate in the manner provided in such Right Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall will be entitled to specific performance of the obligations hereunder under, and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expensesto, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.
Appears in 14 contracts
Samples: Rights Agreement (Neuberger Berman Real Estate Income Fund Inc), Rights Agreement (Neuberger Berman Real Estate Income Fund Inc), Rights Agreement (Neuberger Berman Real Estate Income Fund Inc)
Rights of Action. All rights of action in respect of this Agreement, other than excepting the rights of action vested in given to the Rights Agent pursuant to Sections under Section 18 and 20 hereof, are vested in the respective registered holders of the Right Certificates (orand, prior to the Distribution Date, the registered holders of the Common Stock Shares of the Company); and any registered holder of any Right Certificate (or, prior to the Distribution Date, of the Common Stock Shares of the Company), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date, of the Common Stock Shares of the Company), may, in such registered holder's own behalf and for such registered holder's own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his such holder's right to exercise the Right Rights evidenced by such Right Certificate in the manner provided in such Right Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall will be entitled to specific performance of the obligations hereunder under, and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expensesto, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.
Appears in 10 contracts
Samples: Rights Agreement (Arena Pharmaceuticals Inc), Rights Agreement (Touch America Holdings Inc), Rights Agreement (Station Casinos Inc)
Rights of Action. All rights of action in respect of this Agreement, other than excepting the rights of action vested in given to the Rights Agent pursuant to Sections 18 and 20 hereofunder Section 18, are vested in the respective registered holders of the Right Rights Certificates (orand, prior to the Distribution Date, the registered holders of the certificates representing shares of Common Stock of the Company); and any registered holder of any Right Rights Certificate (or, prior to the Distribution Date, a certificate representing shares of the Common Stock of the Company), without the consent of the Rights Agent or of the holder of any other Right Rights Certificate (or, prior to the Distribution Date, of the a certificate representing shares of Common Stock of the Company), may, in such registered holder's ’s own behalf and for such registered holder's ’s own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his such holder’s right to exercise the Right Rights evidenced by such Right Rights Certificate or, prior to the Distribution Date, in the manner provided in such Right Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall will be entitled to specific performance of the obligations hereunder hereunder, and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.
Appears in 9 contracts
Samples: Rights Agreement (Cardium Therapeutics, Inc.), Rights Agreement (Sco Group Inc), Rights Agreement (Image Entertainment Inc)
Rights of Action. All rights of action in respect of this Agreement, other than the rights of action vested in the Rights Agent pursuant to Sections 18 and 20 hereofhereunder, are vested in the respective registered holders of the Right Rights Certificates (orand, prior to the Distribution Date, the registered holders of shares of the Common Stock of the CompanyStock); and any registered holder of any Right a Rights Certificate (or, prior to the Distribution Date, any registered holder of shares of the Common Stock of the CompanyStock), without the consent of the Rights Agent or of the holder of any other Right Rights Certificate (or, prior to the Distribution Date, any registered holder of shares of the Common Stock of the CompanyStock), may, in on such registered holder's ’s own behalf and for such registered holder's ’s own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company or any other Person to enforce, or otherwise act in respect of, his such holder’s right to exercise the Right Rights evidenced by such Right Rights Certificate in the manner provided in such Right Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement by the Company and shall be entitled to specific performance of the obligations hereunder hereunder, and injunctive relief against actual or threatened violations by the Company of the obligations hereunder of any Person (including, without limitation, the Company) subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.
Appears in 9 contracts
Samples: Rights Agreement (Parks America, Inc), Rights Agreement, Rights Agreement (Nuverra Environmental Solutions, Inc.)
Rights of Action. All rights of action in respect of this Agreement, other than rights of action vested in the Rights Agent pursuant to Sections 18 and 20 hereofSection 18, are vested in the respective registered holders of the Right Rights Certificates (orand, prior to the Distribution Date, the registered holders of the certificates representing shares of Company Common Stock of the CompanyStock); and any registered holder of any Right a Rights Certificate (or, prior to the Distribution Date, of the a certificate representing shares of Company Common Stock of the CompanyStock), without the consent of the Rights Agent or of the holder of any other Right Rights Certificate (or, prior to the Distribution Date, of the a certificate representing shares of Company Common Stock of the CompanyStock), may, in such registered holder's on his own behalf and for such registered holder's his own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company or any other Person to enforce, or otherwise act in respect of, his right to exercise the Right Rights evidenced by such Right Rights Certificate in the manner provided in such Right Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.
Appears in 9 contracts
Samples: Rights Agreement (Mim Corp), Rights Agreement (Jp Realty Inc), Rights Agreement (Jp Realty Inc)
Rights of Action. All rights of action in respect of this Rights Agreement, other than excepting the rights of action vested in given to the Rights Agent pursuant to Sections under Section 18 and 20 hereof, are vested in the respective registered holders of the Right Certificates (orand, prior to the Distribution Date, the registered holders of the Common Stock of the CompanyStock); and any registered holder of any Right Certificate (or, prior to the Distribution Date, of the Common Stock of the CompanyStock), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date, of the Common Stock of the CompanyStock), may, in on such registered holder's own behalf and for such registered holder's own benefit, may enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his such holder's right to exercise the Right Rights evidenced by such Right Certificate (or, prior to the Distribution Date, such Common Stock) in the manner provided in such Right Certificate and in this Rights Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Rights Agreement and shall will be entitled to specific performance of the obligations hereunder under, and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to to, this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.
Appears in 9 contracts
Samples: Rights Agreement (American Axle & Manufacturing Holdings Inc), Rights Agreement (Dillards Inc), Rights Agreement (TRW Automotive Holdings Corp)
Rights of Action. All rights of action in respect of this Agreement, other than except those rights of action vested in given to the Rights Agent pursuant to Sections 18 and 20 hereofSection 18, are vested in the respective registered holders of the Right Rights Certificates (orand, prior to the Distribution Date, the registered holders of the Common Stock of the CompanyShares); and any . Any registered holder of any Right Rights Certificate (or, prior to the Distribution Date, any registered holders of the Common Stock of the CompanyShares), without the consent of the Rights Agent or of the holder of any other Right Rights Certificate (or, prior to the Distribution Date, any other holder of the Common Stock of the CompanyShares), may, in on such registered holder's ’s own behalf and for such registered holder's ’s own benefitbenefit and the benefit of other holders of Rights, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, this Agreement or otherwise act in respect of, his of such holder’s right to exercise the Right such holder’s Rights evidenced by such Right Rights Certificate in the manner provided in such Right Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall will be entitled to specific performance of the obligations hereunder of any Person (including the Company) subject to this Agreement, and injunctive relief against actual or threatened breaches or violations of the obligations hereunder of this Agreement by any Person subject (including the Company), in each case without having to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreementpost a bond.
Appears in 8 contracts
Samples: Preferred Shares Rights Agreement, Preferred Shares Rights Agreement (China Biologic Products, Inc.), Preferred Shares Rights Agreement (China Biologic Products, Inc.)
Rights of Action. All rights of action in respect of this Agreement, other than excepting the rights of action vested in given to the Rights Agent pursuant to Sections under Section 18 and 20 hereof, are vested in the respective registered holders of the Right Certificates (orand, prior to the Distribution Date, the registered holders of shares of the Common Stock of the CompanyStock); and any registered holder of any Right Certificate (or, prior to the Distribution Date, of shares of the Common Stock of the CompanyStock), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date, of shares of the Common Stock of the CompanyStock), may, in such registered holder's own behalf and for such registered holder's own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company Corporation to enforce, or otherwise act in respect of, his such registered holder's right to exercise the Right Rights evidenced by such Right Certificate in the manner provided in such Right Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall will be entitled to specific performance of the obligations hereunder under, and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to to, this Agreement. Holders Nothing in this Section 15 is intended to modify or limit the authority of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions Board of this AgreementDirectors under Section 25.3.
Appears in 8 contracts
Samples: Rights Agreement (Macropore Inc), Rights Agreement (Pyramid Breweries Inc), Rights Agreement (Pyramid Breweries Inc)
Rights of Action. All rights of action in respect of this Agreement, other than excepting the rights of action vested in given to the Rights Agent pursuant to Sections 18 and 20 hereofunder Section 18, are vested in the respective registered holders of the Right Rights Certificates (orand, prior to the Distribution Date, the registered holders of the certificates representing shares of Common Stock of the Company); and any registered holder of any Right Rights Certificate (or, prior to the Distribution Date, a certificate representing shares of the Common Stock of the Company), without the consent of the Rights Agent or of the holder of any other Right Rights Certificate (or, prior to the Distribution Date, of the a certificate representing shares of Common Stock of the Company), may, in such registered holder's own behalf and for such registered holder's own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his such holder's right to exercise the Right Rights evidenced by such Right Rights Certificate or, prior to the Distribution Date, in the manner provided in such Right Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall will be entitled to specific performance of the obligations hereunder hereunder, and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.
Appears in 7 contracts
Samples: Rights Agreement (Crossroads Systems Inc), Rights Agreement (United Online Inc), Rights Agreement (Discovery Partners International Inc)
Rights of Action. (a) All rights of action in respect of this Agreement, other than rights of action vested in the Rights Agent pursuant to Sections 18 and 20 hereof, Agreement are vested in the respective registered holders of the Right Certificates (orand, prior to the Distribution Date, the registered holders of the Common Stock of the CompanyShares); and any registered holder of any Right Certificate (or, prior to the Distribution Date, of the Common Stock of the CompanyShares), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date, of the Common Stock of the CompanyShares), may, in such registered holder's his own behalf and for such registered holder's his own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his right to exercise the Right Rights evidenced by such Right Certificate in the manner provided in such Right Certificate and in this Rights Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Rights Agreement and shall be entitled to specific performance of the obligations hereunder of any Person under, and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to to, this Rights Agreement. Holders .
(b) Any holder of Rights who prevails in an action to enforce the provisions of this Rights Agreement shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreementsuch action.
Appears in 7 contracts
Samples: Rights Agreement (Polaroid Corp), Rights Agreement (Polaroid Corp), Rights Agreement (Brinks Co)
Rights of Action. All rights of action in respect of this Agreement, other than rights of action vested in the Rights Agent pursuant to Sections 18 and 20 hereofSection 18, are vested in the respective registered holders of the Right Rights Certificates (orand, prior to the Distribution Date, the registered holders of the certificates representing shares of Company Common Stock of the CompanyStock); and any registered holder of any Right a Rights Certificate (or, prior to the Distribution Date, of the a certificate representing shares of Company Common Stock of the CompanyStock), without the consent of the Rights Agent or of the holder of any other Right Rights Certificate (or, prior to the Distribution Date, of the a certificate representing shares of Company Common Stock of the CompanyStock), may, in such registered holder's own behalf and for such registered holder's own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company or any other Person to enforce, or otherwise act in respect of, his such registered holder's right to exercise the Right Rights evidenced by such Right Rights Certificate in the manner provided in such Right Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.
Appears in 7 contracts
Samples: Rights Agreement (Cooper Tire & Rubber Co), Rights Agreement (Be Aerospace Inc), Rights Agreement (Be Aerospace Inc)
Rights of Action. All rights of action in respect of this Agreement, other than excepting the rights of action vested in given to the Rights Agent pursuant to Sections under Section 18 and 20 hereof, are vested in the respective registered holders of the Right Certificates (orand, prior to the Distribution Date, the registered holders of the Common Stock Shares of the Company); and any registered holder of any Right Certificate (or, prior to the Distribution Date, of the Common Stock Shares of the Company), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date, of the Common Stock Shares of the Company), may, in on such registered holder's ’s own behalf and for such registered holder's ’s own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his such holder’s right to exercise the Right Rights evidenced by such Right Certificate in the manner provided in such Right Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall will be entitled to specific performance of the obligations hereunder under, and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expensesto, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.
Appears in 7 contracts
Samples: Rights Agreement (Self Storage Group, Inc.), Rights Agreement (Self Storage Group, Inc.), Rights Agreement (Global Income Fund, Inc.)
Rights of Action. All rights of action in respect of this Agreement, other than rights of action vested in the Rights Agent pursuant to Sections in Section 18 and 20 hereof, are vested in the respective registered holders of the Right Rights Certificates (orand, prior to the Distribution Date, the registered holders of the Common Stock of the Company); and any registered holder of any Right Rights Certificate (or, prior to the Distribution Date, of the Common Stock of the Company), without the consent of the Rights Agent or of the holder of any other Right Rights Certificate (or, prior to the Distribution Date, of the Common Stock of the Company), may, in such registered the holder's own behalf and for such registered the holder's own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his the holder's right to exercise the Right Rights evidenced by such Right Rights Certificate in the manner provided in such Right Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.
Appears in 7 contracts
Samples: Rights Agreement (Glen Burnie Bancorp), Rights Agreement (Project Software & Development Inc), Rights Agreement (Enesco Group Inc)
Rights of Action. All rights of action in respect of this Agreement, other than rights of action vested in the Rights Agent pursuant to Sections 18 and 20 hereofthe terms of this Agreement, are vested in the respective registered holders of the Right Rights Certificates (orand, prior to the Distribution DateTime, the registered holders of the Common Stock of the CompanyStock); and any registered holder of any Right Rights Certificate (or, prior to the Distribution DateTime, any registered holder of the shares of Common Stock of the CompanyStock), without the consent of the Rights Agent or of the holder of any other Right Rights Certificate (or, prior to the Distribution DateTime, of the Common Stock of the CompanyStock), may, in such registered holder's ’s own behalf and for such registered holder's ’s own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company or any other Person to enforce, or otherwise act in respect of, his such holder’s right to exercise the Right Rights evidenced by such Right Rights Certificate in the manner provided in such Right Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.
Appears in 6 contracts
Samples: Stockholder Rights Agreement (Galera Therapeutics, Inc.), Stockholder Rights Agreement, Stockholder Rights Agreement (Westwood Holdings Group Inc)
Rights of Action. All rights of action in respect of this Agreement, other than rights of action vested in the Rights Agent pursuant to Sections 18 and 20 hereofthe terms of this Agreement, are vested in the respective registered holders of the Right Rights Certificates (orand, prior to the Distribution DateTime, the registered holders of the Common Stock of the CompanyStock); and any registered holder of any Right Rights Certificate (or, prior to the Distribution DateTime, any registered holder of the shares of Common Stock of the CompanyStock), without the consent of the Rights Agent or of the holder of any other Right Rights Certificate (or, prior to the Distribution DateTime, of the Common Stock of the CompanyStock), may, in such registered holder's ’s own behalf and for such registered holder's ’s own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company or any other Person to enforce, or otherwise act in respect of, his such xxxxxx’s right to exercise the Right Rights evidenced by such Right Rights Certificate in the manner provided in such Right Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.
Appears in 6 contracts
Samples: Stockholder Rights Agreement (Purple Innovation, Inc.), Stockholder Rights Agreement, Stockholder Rights Agreement (Purple Innovation, Inc.)
Rights of Action. All rights of action in respect of this Agreement, other than rights of action vested in the Rights Agent pursuant to Sections Section 18 and 20 hereof, are vested in the respective registered holders of the Right Rights Certificates (orand, prior to the Distribution Exercisability Date, the registered holders of the certificates representing shares of Common Stock of the CompanyStock); and any registered holder of any Right a Rights Certificate (or, prior to the Distribution Exercisability Date, of the a certificate representing shares of Common Stock of the CompanyStock), without the consent of the Rights Agent or of the holder of any other Right Rights Certificate (or, prior to the Distribution Exercisability Date, of the a certificate representing shares of Common Stock of the CompanyStock), may, in such registered holder's his own behalf and for such registered holder's his own benefit, enforce, enforce (and may institute and maintain any suit, action or proceeding against the Company or any other Person to enforce, or otherwise act in respect of, ) his right to exercise the Right Rights evidenced by such Right Rights Certificate in the manner provided in such Right Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.
Appears in 5 contracts
Samples: Rights Agreement (Signature Inns Inc/In), Rights Agreement (Coventry Health Care Inc), Rights Agreement (Physician Reliance Network Inc)
Rights of Action. All rights of action in respect of this Agreement, other than excepting the rights of action vested in given to the Rights Agent pursuant to Sections under Section 18 and Section 20 hereof, are vested in the respective registered holders of the Right Certificates (orand, prior to the Distribution Date, the registered holders of the Common Stock Shares of the Company); and any registered holder of any Right Certificate (or, prior to the Distribution Date, of the Common Stock Shares of the Company), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date, of the Common Stock Shares of the Company), may, in such registered holder's his own behalf and for such registered holder's his own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his such holder's right to exercise the Right Rights evidenced by such Right Certificate in the manner provided in such Right Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall will be entitled to specific performance of the obligations hereunder under, and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expensesto, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.
Appears in 5 contracts
Samples: Rights Agreement (Urocor Inc), Rights Agreement (Key Production Co Inc), Rights Agreement (Matador Petroleum Corp)
Rights of Action. All rights of action in respect of this Agreement, other than rights of action vested in the Rights Agent pursuant to Sections 18 and 20 hereof, Agreement are vested in the respective registered holders of the Right Rights Certificates (orand, prior to the Distribution Date, the registered holders of the Common Stock of the CompanyStock); and any registered holder of any Right Rights Certificate (or, prior to the Distribution Date, of the Common Stock of the CompanyStock), without the consent of the Rights Agent or of the holder of any other Right Rights Certificate (or, prior to the Distribution Date, of the Common Stock of the CompanyStock), may, may in such registered holder's own behalf and for such registered holder's own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his such holder's right to exercise the Right Rights evidenced by such Right Rights Certificate in the manner provided in such Right Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.
Appears in 5 contracts
Samples: Rights Agreement (Lakes Gaming Inc), Rights Agreement (Norstan Inc), Rights Agreement (El Capitan Precious Metals Inc)
Rights of Action. All rights of action in respect of this ---------------- Agreement, other than rights of action vested in the Rights Agent pursuant to Sections 18 and 20 hereof, are vested in the respective registered holders of the Right Certificates (or, prior to the Distribution Date, the registered holders of the Common Stock of the Company); and any registered holder of any Right Certificate (or, prior to the Distribution Date, of the Common Stock of the Company), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date, of the Common Stock of the Company), may, in such registered holder's own behalf and for such registered holder's own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his right to exercise the Right evidenced by such Right Certificate in the manner provided in such Right Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.
Appears in 5 contracts
Samples: Shareholder Rights Agreement (Mac-Gray Corp), Shareholder Rights Agreement (Cypress Communications Inc), Shareholder Rights Agreement (Cypress Communications Inc)
Rights of Action. All rights of action in respect of this AgreementPlan, other than except those rights of action vested in given to the Rights Agent pursuant to Sections 18 and 20 hereofSection 18, are vested in the respective registered holders of the Right Rights Certificates (orand, prior to the Distribution Date, the registered holders of the Common Stock of the CompanyShares); and any . Any registered holder of any Right Rights Certificate (or, prior to the Distribution Date, any registered holder of the Common Stock of the CompanyShares), without the consent of the Rights Agent or of the holder of any other Right Rights Certificate (or, prior to the Distribution Date, any other holder of the Common Stock of the CompanyShares), may, in on such registered holder's ’s own behalf and for such registered holder's ’s own benefitbenefit and the benefit of other holders of Rights, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, this Plan or otherwise act in respect of, his of such holder’s right to exercise the Right such holder’s Rights evidenced by such Right Rights Certificate in the manner provided in such Right Rights Certificate and in this AgreementPlan. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement Plan and shall will be entitled to specific performance of the obligations hereunder of any Person (including the Company) subject to this Plan, and injunctive relief against actual or threatened breaches or violations of the obligations hereunder of this Plan by any Person subject (including the Company), in each case without having to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreementpost a bond.
Appears in 5 contracts
Samples: Tax Benefit Preservation Plan (Capstone Therapeutics Corp.), Tax Benefit Preservation Plan (Capstone Therapeutics Corp.), Tax Benefit Preservation Plan (Aetrium Inc)
Rights of Action. All rights of action in respect of this Agreement, other than the rights of action vested in the Rights Agent pursuant to Sections 18 and 20 hereofhereunder, are vested in the respective registered holders of the Right Rights Certificates (orand, prior to the Distribution Date, the registered holders of shares of the Common Stock of the CompanyStock); and any registered holder of any Right a Rights Certificate (or, prior to the Distribution Date, any registered holder of shares of the Common Stock of the CompanyStock), without the consent of the Rights Agent or of the holder of any other Right Rights Certificate (or, prior to the Distribution Date, any registered holder of shares of the Common Stock of the CompanyStock), may, in on such registered holder's ’s own behalf and for such registered holder's ’s own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company or any other Person to enforce, or otherwise act in respect of, his such holder’s right to exercise the Right Rights evidenced by such Right Rights Certificate in the manner provided in such Right Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement by the Company and shall be entitled to specific performance of the obligations hereunder hereunder, and injunctive relief against actual or threatened violations by the Company of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreementhereunder.
Appears in 5 contracts
Samples: Tax Benefits Preservation Plan (Edgio, Inc.), Tax Benefits Preservation Plan, Tax Benefits Preservation Plan (RiceBran Technologies)
Rights of Action. All rights of action in respect of this Agreement, other than except those rights of action vested in given to the Rights Agent pursuant to Sections 18 and 20 hereofthis Agreement, are vested in the respective registered holders of the Right Rights Certificates (orand, prior to the Distribution Date, the registered holders of the shares of Common Stock of the CompanyStock); and any . Any registered holder of any Right Rights Certificate (or, prior to the Distribution Date, any registered holder of the Common Stock of the CompanyStock), without the consent of the Rights Agent or of the holder of any other Right Rights Certificate (or, prior to the Distribution Date, any other holder of the Common Stock of the CompanyStock), may, in on such registered holder's ’s own behalf and for such registered holder's ’s own benefitbenefit and the benefit of other holders of Rights, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, this Agreement or otherwise act in respect of, his of such holder’s right to exercise the Right such holder’s Rights evidenced by such Right Rights Certificate in the manner provided in such Right Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall will be entitled to specific performance of the obligations hereunder of any Person (including the Company) subject to this Agreement, and injunctive relief against actual or threatened breaches or violations of the obligations hereunder of this Agreement by any Person subject (including the Company), in each case without having to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreementpost a bond.
Appears in 5 contracts
Samples: Rights Agreement (Vanda Pharmaceuticals Inc.), Preferred Stock Rights Agreement (HF Foods Group Inc.), Preferred Stock Rights Agreement (HF Foods Group Inc.)
Rights of Action. All rights of action in respect of this AgreementPlan, other than excepting the rights of action vested in given to the Rights Agent pursuant to Sections under Section 18 and Section 20 hereof, are vested in the respective registered holders of the Right Certificates (orand, prior to before the Distribution Date, the registered holders of the Common Stock of the CompanyStock); and any registered holder of any Right Certificate (or, prior to before the Distribution Date, of the Common Stock of the CompanyStock), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to before the Distribution Date, of the Common Stock of the CompanyStock), may, in on such registered holder's ’s own behalf and for such registered holder's ’s own benefit, may enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his such holder’s right to exercise the Right Rights evidenced by such Right Certificate (or, before the Distribution Date, such Common Stock) in the manner provided in such Right Rights Certificate and in this AgreementPlan. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement Plan and shall will be entitled to specific performance of the obligations hereunder under, and injunctive relief against actual or threatened violations of of, the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this AgreementPlan.
Appears in 4 contracts
Samples: Tax Benefit Preservation Plan, Tax Benefit Preservation Plan (Radian Group Inc), Tax Benefit Preservation Plan (Radian Group Inc)
Rights of Action. All As of the Record Date, all rights of action in respect of this Right Agreement, other than any rights of action vested in the Rights Agent pursuant to Sections 18 and 20 hereofhereunder, are vested in the respective registered holders of record of the Right Certificates (orand, prior to the Distribution Date, the registered holders of record of the Common Stock of the CompanyStock); and any registered holder of record of any Right Certificate (or, prior to the Distribution Date, of the Common Stock of the CompanyStock), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date, of the Common Stock of the CompanyStock), may, in such registered holder's his own behalf and for such registered holder's his own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company or any other Person to enforce, or otherwise act in respect of, his right to exercise the Right Rights evidenced by such Right Certificate in the manner provided in such Right Certificate and in this Rights Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Rights Agreement and shall and, accordingly, that they will be entitled to specific performance of the obligations hereunder under, and injunctive relief against actual or threatened violations of of, the obligations hereunder of any Person subject to this Rights Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' ’ fees, incurred by them in any action to enforce the provisions of this Rights Agreement.
Appears in 4 contracts
Samples: Rights Agreement (Northstar Neuroscience, Inc.), Rights Agreement (Jamba, Inc.), Rights Agreement (Packeteer Inc)
Rights of Action. 15.1. All rights of action in respect of this Agreement, other than excepting the rights of action vested in given to the Rights Agent pursuant to Sections under Section 18 and 20 hereof, are vested in the respective registered holders of the Right Certificates (orand, prior to the Distribution Date, the registered holders of shares of the Common Stock of the CompanyStock); and any registered holder of any Right Certificate (or, prior to the Distribution Date, of shares of the Common Stock of the CompanyStock), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date, of shares of the Common Stock of the CompanyStock), may, in such registered holder's own behalf and for such registered holder's own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company Corporation to enforce, or otherwise act in respect of, his such registered holder's right to exercise the Right Rights evidenced by such Right Certificate in the manner provided in such Right Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall will be entitled to specific performance of the obligations hereunder under, and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to to, this Agreement. Holders Nothing in this Section 15 is intended to modify or limit the authority of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions Board of this AgreementDirectors under Section 25.3.
Appears in 4 contracts
Samples: Rights Agreement (Netvantage Inc), Rights Agreement (Data I/O Corp), Rights Agreement (International Remote Imaging Systems Inc /De/)
Rights of Action. All rights of action in respect of this Agreement, other than rights of action vested in the Rights Agent pursuant to Sections 18 and 20 hereofof this Agreement, are vested in the respective registered holders of the Right Rights Certificates (and, prior to the Distribution Date, the registered holders of the Common Stock); and any registered holder of any Rights Certificate (or, prior to the Distribution Date, the registered holders of the Common Stock of the Company); and any registered holder of any Right Certificate (or, prior to the Distribution Date, of the Common Stock of the CompanyStock), without the consent of the Rights Agent or of the holder of any other Right Rights Certificate (or, prior to the Distribution Date, the registered holders of the Common Stock of the CompanyStock), may, in such registered holder's own behalf and for such registered holder's own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his such holder's right to exercise the Right Rights evidenced by such Right Rights Certificate (or, prior to the Distribution Date, certificates for Common Stock) in the manner provided in such Right Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover from the Company the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.
Appears in 4 contracts
Samples: Rights Agreement (Toys R Us Inc), Rights Agreement (Met Pro Corp), Rights Agreement (Toys R Us Inc)
Rights of Action. All rights of action in respect of this Agreement, other than except any rights of action vested in the Rights Agent pursuant to Sections Section 18 and 20 hereof, are vested in the respective registered holders of the Right Rights Certificates (orand, prior to the Distribution Date, the registered holders of the Common Stock of the Company); and any registered holder of any Right Rights Certificate (or, prior to the Distribution Date, of the Common Stock of the Company), without the consent of the Rights Agent or of the holder of any other Right Rights Certificate (or, prior to the Distribution Date, of the Common Stock of the Company), may, in such registered holder's own behalf and for such registered holder's own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his such holder's right to exercise the Right Rights evidenced by such Right Rights Certificate in the manner provided in such Right Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.
Appears in 4 contracts
Samples: Renewed Rights Agreement (Boise Cascade Corp), Renewed Rights Agreement (Textron Inc), Renewed Rights Agreement (Boise Cascade Corp)
Rights of Action. All rights of action in respect of this Agreement, other than excepting the rights of action vested in given to the Rights Agent pursuant to Sections 18 and 20 hereofhereunder, are vested in the respective registered holders of the Right Rights Certificates (orand, prior to the Distribution Date, the registered holders of the Common Stock of the CompanyShares, Warrants and Existing Preferred Stock); and any registered holder of any Right Rights Certificate (and, prior to the Distribution Date, of the Common Shares, Warrants and Existing Preferred Stock), without the consent of the Rights Agent or of the registered holder of any other Rights Certificate (or, prior to the Distribution Date, of the Common Stock Shares, the Warrants and the shares of the Company), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date, of the Common Stock of the CompanyExisting Preferred Stock), may, in on such registered holder's ’s own behalf and for such registered holder's ’s own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his such holder’s right to exercise the Right Rights evidenced by such Right Rights Certificate in the manner provided in such Right Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the registered holders of Rights, it is specifically acknowledged that the registered holders of Rights would not have an adequate remedy at law for any breach of this Agreement and and, accordingly, shall be entitled to specific performance of the obligations hereunder under, and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expensesto, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.
Appears in 4 contracts
Samples: Securities Purchase Agreement, Rights Agreement (AiAdvertising, Inc.), Rights Agreement
Rights of Action. All rights of action in respect of this ------------------ Agreement, other than excepting the rights of action vested in given to the Rights Agent pursuant to Sections under Section 18 and 20 hereof, are vested in the respective registered holders of the Right ----------- Certificates (orand, prior to the Distribution Date, the registered holders of the Common Stock of the CompanyStock); and any registered holder of any Right Certificate (or, prior to the Distribution Date, of the Common Stock of the CompanyStock), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date, of the Common Stock of the CompanyStock), mayon his, in such registered holder's her, or its own behalf and for such registered holder's his, her, or its own benefit, may enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his his, her, or its right to exercise the Right Rights evidenced by such Right Certificate (or, prior to the Distribution Date, such Common Stock) in the manner provided in such Right Certificate therein and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall will be entitled to specific performance of the obligations hereunder under, and injunctive relief against actual or threatened violations of of, the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.
Appears in 4 contracts
Samples: Rights Agreement (Yp Corp), Rights Agreement (Yp Corp), Rights Agreement (Yp Corp)
Rights of Action. All rights of action in respect of this Agreement, other than excepting the rights of action vested in the Rights Agent pursuant to Sections Section 18 and 20 hereof, are vested in the respective registered holders of the Right Certificates (orand, prior to the Distribution Issuance Date, the registered holders of the Common Stock of the CompanyOrdinary Shares); and any registered holder of any Right Certificate (or, prior to the Distribution Issuance Date, of the Common Stock of the CompanyOrdinary Shares), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Issuance Date, of the Common Stock of the CompanyOrdinary Shares), may, in such registered holder's ’s own behalf and for such registered holder's ’s own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his such holder’s right to exercise the Right Rights evidenced by such Right Certificate in the manner provided in such Right Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement Agreement, and shall will be entitled to specific performance of the obligations hereunder under, and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expensesto, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.
Appears in 3 contracts
Samples: Shareholder Rights Agreement (Stratasys Ltd.), Rights Agreement (SciSparc Ltd.), Rights Agreement (Stratasys Ltd.)
Rights of Action. All rights of action in respect of this Agreement, other than excepting the rights of action vested in given to the Rights Agent pursuant to Sections 18 and 20 hereofunder any section of this Agreement, are vested in the respective registered holders of the Right Certificates (orand, prior to the Distribution Date, the registered holders of the Common Stock Shares of the Company); and any registered holder of any Right Certificate (or, prior to the Distribution Date, of the Common Stock Shares of the Company), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date, of the Common Stock Shares of the Company), may, in on such registered holder's ’s own behalf and for such registered holder's ’s own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his such holder’s right to exercise the Right Rights evidenced by such Right Certificate in the manner provided in such Right Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement by the Company, and shall will be entitled to specific performance of the obligations hereunder under, and injunctive relief against actual or threatened violations by the Company of the its obligations hereunder of any Person subject to under this Agreement. Holders Notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of the Company’s or the Rights shall be entitled Agent’s inability to recover the reasonable costs and expensesperform any of their respective obligations under this Agreement by reason of any preliminary or permanent injunction or other order, including attorneys' feesjudgment, incurred decree or ruling (whether interlocutory or final) issued by them in a court or a governmental, regulatory, self-regulatory or administrative agency or commission, or any action to enforce the provisions statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of this Agreementsuch obligation.
Appears in 3 contracts
Samples: Rights Agreement (Office Depot Inc), Rights Agreement (Office Depot Inc), Rights Agreement (Nn Inc)
Rights of Action. All rights of action in respect of this Agreement, other than excepting the rights of action vested in given to the Rights Agent pursuant to Sections 18 and 20 hereofunder this Agreement, are vested in the respective registered holders of the Right Rights Certificates (orand, prior to the Distribution Date, the registered holders of the Common Stock of the CompanyStock); and any registered holder of any Right Rights Certificate (or, prior to the Distribution Date, of the Common Stock of the CompanyStock), without the consent of the Rights Agent or of the holder of any other Right Rights Certificate (or, prior to the Distribution Date, of the Common Stock of the CompanyStock), may, in such registered holder's ’s own behalf and for such registered holder's ’s own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his such holder’s right to exercise the Right Rights evidenced by such Right Rights Certificate in the manner provided in such Right Rights Certificate (or, prior to the Distribution Date, such Common Stock) and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations by the Company of the its obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreementhereunder.
Appears in 3 contracts
Samples: Tax Benefits Preservation Plan (INNOVATE Corp.), Tax Benefits Preservation Plan (INNOVATE Corp.), Tax Benefits Preservation Plan (Hc2 Holdings, Inc.)
Rights of Action. All rights of action in respect of this Agreement, other than excepting the rights of action vested in given to the Rights Agent pursuant to Sections under Section 18 and 20 hereof, are vested in the respective registered holders of the Right Certificates (orand, prior to the Distribution Date, the registered holders of the Common Stock Shares of the Company); and any registered holder of any Right Certificate (or, prior to the Distribution Date, of the Common Stock Shares of the Company), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date, of the Common Stock Shares of the Company), may, in on such registered holder's own behalf and for such registered holder's own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his such holder's right to exercise the Right evidenced Rights represented by such Right Certificate in the manner provided in such Right Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement Agreement, and shall will be entitled to specific performance of the obligations hereunder under, and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expensesto, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.
Appears in 3 contracts
Samples: Rights Agreement (Avalon Properties Inc), Rights Agreement (Avalon Properties Inc), Rights Agent Agreement (Macerich Co)
Rights of Action. All rights of action in respect of this Agreement, other than rights of action vested in the Rights Agent pursuant to Sections 18 and 20 hereofthis Agreement, are vested in the respective registered holders of the Right Rights Certificates (orand, prior to the Distribution Date, the registered holders of the certificates representing shares of Company Common Stock of the CompanyStock); and any registered holder of any Right a Rights Certificate (or, prior to the Distribution Date, of the a certificate representing shares of Company Common Stock of the CompanyStock), without the consent of the Rights Agent or of the holder of any other Right Rights Certificate (or, prior to the Distribution Date, of the a certificate representing shares of Company Common Stock of the CompanyStock), may, in such registered holder's his own behalf and for such registered holder's his own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company or any other Person to enforce, or otherwise act in respect of, his right to exercise the Right Rights evidenced by such Right Rights Certificate in the manner provided in such Right Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.
Appears in 3 contracts
Samples: Rights Agreement (Sage Inc/Ca), Rights Agreement (Sage Inc/Ca), Rights Agreement (Sage Inc/Ca)
Rights of Action. All rights of action in respect of this Agreement, other than rights of action vested in the Rights Agent pursuant to Sections 18 and 20 hereofthe terms of this Agreement, are vested in the respective registered holders of the Right Rights Certificates (orand, prior to the Distribution DateTime, the registered holders of the Common Stock of the CompanyStock); and any registered holder of any Right Rights Certificate (or, prior to the Distribution DateTime, any registered holder of the shares of Common Stock of the CompanyStock), without the consent of the Rights Agent or of the holder of any other Right Rights Certificate (or, prior to the Distribution DateTime, of the Common Stock of the CompanyStock), may, in such registered holder's ’s own behalf and for such registered holder's ’s own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company or any other Person to enforce, or otherwise act in respect of, his such xxxxxx’s right to exercise the Right Rights evidenced by such Right Rights Certificate in the manner provided in such Right Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement by the Company and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of Company under this Agreement.
Appears in 3 contracts
Samples: Stockholder Rights Agreement (Beacon Roofing Supply Inc), Shareholder Rights Agreement (Nordstrom Inc), Shareholder Rights Agreement
Rights of Action. All rights of action in respect of this Agreement, other than excepting the rights of action vested in given to the Rights Agent pursuant to Sections under Section 18 and 20 hereof, are vested in the respective registered holders of the Right Rights Certificates (orand, prior to the Distribution Date, the registered holders of the Common Stock of the CompanyOrdinary Shares and ADS Holders); and any registered holder of any Right Rights Certificate (or, prior to the Distribution Date, registered holders of the Common Stock of the CompanyOrdinary Shares and ADS Holders), without the consent of the Rights Agent or of the holder of any other Right Rights Certificate (or, prior to the Distribution Date, registered holders of the Common Stock of the CompanyOrdinary Shares and ADS Holders), may, in such registered the holder's ’s own behalf and for such registered the holder's ’s own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his the holder’s right to exercise the Right Rights evidenced by such Right Rights Certificate in the manner provided in such Right Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights Rights, the registered holders of Ordinary Shares, or the ADS Holders would not have an adequate remedy at law for any breach of this Agreement and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.
Appears in 3 contracts
Samples: Rights Agreement (360 DigiTech, Inc.), Rights Agreement (360 DigiTech, Inc.), Rights Agreement
Rights of Action. All rights of action in respect of this Agreement, other than excepting the rights of action vested in given to the Rights Agent pursuant to Sections Section 18 and 20 hereof, are vested in the respective registered holders of the Right Rights Certificates (orand, prior to the Distribution Date, the registered holders of the Common Stock of the CompanyShares and LTD Special Shares); and any registered holder of any Right Rights Certificate (or, prior to the Distribution Date, of the Common Stock of the CompanyShares and LTD Special Shares), without the consent of the Rights Agent or of the holder of any other Right Rights Certificate (or, prior to the Distribution Date, of the Common Stock of the CompanyShares and LTD Special Shares), may, in such registered holder's his or her own behalf and for such registered holder's his or her own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his or her right to exercise the Right Rights evidenced by such Right Rights Certificate in the manner provided in such Right Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall will be entitled to specific performance of the obligations hereunder under, and injunctive relief against actual or threatened violations of of, the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.
Appears in 3 contracts
Samples: Preferred Stock Rights Agreement (PMC Sierra Inc), Preferred Stock Rights Agreement (PMC Sierra Inc), Preferred Stock Rights Agreement (PMC Sierra Inc)
Rights of Action. All As of the Record Date, all rights of action in respect of this Agreement, other than any rights of action vested in the Rights Agent pursuant to Sections 18 and 20 hereofbelow, are vested in the respective registered holders of record of the Right Certificates (orand, prior to the Distribution Date, the registered holders of record of the Common Stock of the CompanyStock); and any registered holder of record of any Right Certificate (or, prior to the Distribution Date, of the Common Stock of the CompanyStock), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date, of the Common Stock of the CompanyStock), may, in such registered holder's his own behalf and for such registered holder's his own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company or any other Person to enforce, or otherwise act in respect of, his right to exercise the Right Rights evidenced by such Right Certificate in the manner provided in such Right Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall and, accordingly, that they will be entitled to specific performance of the obligations hereunder under, and injunctive relief against actual or threatened violations of of, the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.
Appears in 3 contracts
Samples: Rights Agreement (Skymall Inc), Rights Agreement (Jda Software Group Inc), Rights Agreement (Invitrogen Corp)
Rights of Action. All From and after the Record Date, all rights of action in respect of this Agreement, other than except rights of action vested in given to the Rights Agent pursuant to Sections 18 20 and 20 21 hereof, are vested in the respective registered holders of the Right Rights Certificates (or, prior to and during the period that commences on the Record Date and ends on the Distribution Date, the registered holders of the Common Stock of the CompanyStock); and from and after the Record Date any registered holder of any Right Rights Certificate (or, prior to during the period that commences on the Record Date and ends on the Distribution Date, of the Common Stock of the CompanyStock), without the consent of the Rights Agent or of the holder of any other Right Rights Certificate (or, prior to the Distribution Date, of the Common Stock of the CompanyStock), may, in such registered holder's his own behalf and for such registered holder's his own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his right to exercise the Right rights evidenced by such Right Rights Certificate in the manner provided in such Right Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights Rights, would not have an adequate remedy at law for or any breach of this Agreement and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, fees incurred by them in any action to enforce the provisions of this Agreement.
Appears in 3 contracts
Samples: Rights Agreement (Bellwether Exploration Co), Rights Agreement (Nuevo Energy Co), Rights Agreement (Bellwether Exploration Co)
Rights of Action. All rights of action in respect of this Agreement, other than rights of action vested in the Rights Agent pursuant to Sections Section 18 and 20 hereof, are vested in the respective registered holders of the Right Rights Certificates (orand, prior to the Distribution Date, the registered holders of the certificates representing shares of Common Stock of the CompanyStock); and any registered holder of any Right a Rights Certificate (or, prior to the Distribution Date, of the a certificate representing shares of Common Stock of the CompanyStock), without the consent of the Rights Agent or of the holder of any other Right Rights Certificate (or, prior to the Distribution Date, of the a certificate representing shares of Common Stock of the CompanyStock), may, in such registered holder's his own behalf and for such registered holder's his own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company or any other Person to enforce, or otherwise act in respect of, his right to exercise the Right Rights evidenced by such Right Rights Certificate in the manner provided in such Right Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.
Appears in 3 contracts
Samples: Stockholders Rights Agreement (Take Two Interactive Software Inc), Stockholders Rights Agreement (Conectiv Inc), Stockholders Rights Agreement (Conectiv Inc)
Rights of Action. All rights of action in respect of this Agreement, other than excepting the rights of action vested in given to the Rights Agent pursuant to under Sections 18 and 20 hereof, are vested in the respective registered holders of the Right Certificates (orand, prior to the Distribution Date, the registered holders of the Common Stock of the Company); Shares) and any registered holder of any Right Certificate (or, prior to the Distribution Date, of the Common Stock of the CompanyShares), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date, of the Common Stock of the CompanyShares), may, in such registered holder's his, her or its own behalf and for such registered holder's his, her or its own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his his, her or its right to exercise the Right Rights evidenced by such Right Certificate in the manner provided in such Right Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall will be entitled to specific performance of the obligations hereunder under, and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to to, this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' attorneys fees, incurred by them in any action to enforce the provisions of this Agreement.
Appears in 3 contracts
Samples: Rights Agreement (Autobytel Inc), Rights Agreement (Autobytel Inc), Rights Agreement (EMAK Worldwide, Inc.)
Rights of Action. All rights of action in respect of this Agreement, other than excepting the rights of action vested in given to the Rights Agent pursuant to Sections under Section 18 and 20 hereof, are vested in the respective registered holders of the Right Rights Certificates (orand, prior to the Distribution Date, the registered holders of the Common Stock of the CompanyStock); and any registered holder of any Right Rights Certificate (or, prior to the Distribution Date, of the Common Stock of the CompanyStock), without the consent of the Rights Agent or of the holder of any other Right Rights Certificate (or, prior to the Distribution Date, of the Common Stock of the CompanyStock), may, in such registered holder's ’s own behalf and for such registered holder's ’s own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his such holder’s right to exercise the Right Rights evidenced by such Right Rights Certificate in the manner provided in such Right Rights Certificate (or, prior to the Distribution Date, such Common Stock) and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.
Appears in 3 contracts
Samples: Tax Benefits Preservation Plan (Genesis Healthcare, Inc.), Rights Agreement (Foot Locker, Inc.), Rights Agreement (Corelogic, Inc.)
Rights of Action. All rights of action in respect of this Agreement, other than except those rights of action vested in given to the Rights Agent pursuant to Sections 18 and 20 hereofthis Agreement, are vested in the respective registered holders of the Right Rights Certificates (orand, prior to the Distribution Date, the registered holders of the Common Stock of the CompanyShares); and any . Any registered holder of any Right Rights Certificate (or, prior to the Distribution Date, any registered holder of the Common Stock of the CompanyShares), without the consent of the Rights Agent or of the holder of any other Right Rights Certificate (or, prior to the Distribution Date, any other holder of the Common Stock of the CompanyShares), may, in on such registered holder's ’s own behalf and for such registered holder's ’s own benefitbenefit and the benefit of other holders of Rights, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, this Agreement or otherwise act in respect of, his of such holder’s right to exercise the Right such holder’s Rights evidenced by such Right Rights Certificate in the manner provided in such Right Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall will be entitled to specific performance of the obligations hereunder of any Person (including the Company) subject to this Agreement, and injunctive relief against actual or threatened breaches or violations of the obligations hereunder of this Agreement by any Person subject (including the Company), in each case without having to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreementpost a bond.
Appears in 3 contracts
Samples: Preferred Shares Rights Agreement (E2open Inc), Preferred Shares Rights Agreement (Riverbed Technology, Inc.), Preferred Shares Rights Agreement (Smith Micro Software Inc)
Rights of Action. All rights of action in respect of this Agreement, other than rights of action vested in the Rights Agent pursuant to Sections 18 and 20 hereof, are vested in the respective registered holders of the Right Certificates (or, prior to the Distribution Date, the registered holders of the Common Stock of the Company); and any registered holder of any Right Certificate (or, prior to the Distribution Date, of the Common Stock of the Company), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date, of the Common Stock of the Company), may, in such registered holder's holder s own behalf and for such registered holder's holder s own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his right to exercise the Right evidenced by such Right Certificate in the manner provided in such Right Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' attorneys fees, incurred by them in any action to enforce the provisions of this Agreement.
Appears in 2 contracts
Samples: Shareholder Rights Agreement (Wyman Gordon Co), Shareholder Rights Agreement (Wyman Gordon Co)
Rights of Action. All rights of action in respect of this Agreement, other than rights of action vested in the Rights Agent pursuant to Sections Section 18 and Section 20 hereof, are vested in the respective registered holders of the Right Rights Certificates (orand, prior to the Distribution Date, the registered holders of the certificates evidencing shares of Company Common Stock of the CompanyStock); and any registered holder of any Right a Rights Certificate (or, prior to the Distribution Date, of the a certificate evidencing shares of Company Common Stock of the CompanyStock), without the consent of the Rights Agent or of the holder of any other Right Rights Certificate (or, prior to the Distribution Date, of the a certificate evidencing shares of Company Common Stock of the CompanyStock), may, in on such registered holder's own behalf and for such registered holder's own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company or any other Person to enforce, or otherwise act in respect of, his such registered holder's right to exercise the Right Rights evidenced by such Right Rights Certificate in the manner provided in such Right Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.
Appears in 2 contracts
Samples: Rights Agreement (Pacific Gas & Electric Co), Rights Agreement (Pg&e Corp)
Rights of Action. All rights of action in respect of this Agreement, other than except those rights of action vested in given to the Rights Agent pursuant to Sections 18 and 20 hereofSection 18, are vested in the respective registered holders of the Right Rights Certificates (orand, prior to the Distribution Date, the registered holders of the Common Stock of the CompanyOrdinary Shares); and any . Any registered holder of any Right Rights Certificate (or, prior to the Distribution Date, any registered holders of the Common Stock of the CompanyOrdinary Shares), without the consent of the Rights Agent or of the holder of any other Right Rights Certificate (or, prior to the Distribution Date, any other holder of the Common Stock of the CompanyOrdinary Shares), may, in on such registered holder's ’s own behalf and for such registered holder's ’s own benefitbenefit and the benefit of other holders of Rights, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, this Agreement or otherwise act in respect of, his of such holder’s right to exercise the Right such holder’s Rights evidenced by such Right Rights Certificate in the manner provided in such Right Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall will be entitled to specific performance of the obligations hereunder of any Person (including the Company) subject to this Agreement, and injunctive relief against actual or threatened breaches or violations of the obligations hereunder of this Agreement by any Person subject (including the Company), in each case without having to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreementpost a bond.
Appears in 2 contracts
Samples: Preferred Shares Rights Agreement, Preferred Shares Rights Agreement (China Biologic Products Holdings, Inc.)
Rights of Action. All rights of action in respect of this Agreement, other than rights of action vested in the Rights Agent pursuant to Sections Section 18 and 20 hereof, are vested in the respective registered holders of the Right Certificates (orRights and, prior to the Distribution Datewhere applicable, the registered holders of the Common Stock of the Company); and any registered holder of any Right Certificate (or, prior to the Distribution Date, of the Common Stock of the Company), Rights without the consent of the Rights Agent or of the holder holders of any other Right Certificate (or, prior to the Distribution Date, of the Common Stock of the Company)Rights, may, in such registered holder's own behalf and for such registered holder's own benefitbenefit and the benefit of other holders of Rights, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his right to exercise the Right such holder's Rights evidenced by such Right Rights Certificate in the manner provided in such Right Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders After a Triggering Event, holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.
Appears in 2 contracts
Samples: Rights Agreement (Capital Environmental Resource Inc), Rights Agreement (Capital Environmental Resource Inc)
Rights of Action. All rights of action in respect of this Agreement, other than excepting the rights of action vested in given to the Rights Agent pursuant to Sections 18 and 20 hereofhereunder, are vested in the respective registered holders of the Right Rights Certificates (orand, prior to the Distribution Date, the registered holders of the Common Stock of the CompanyShares and Prefunded Warrants); and any registered holder of any Right Rights Certificate (and, prior to the Distribution Date, of the Common Shares and Prefunded Warrants), without the consent of the Rights Agent or of the registered holder of any other Rights Certificate (or, prior to the Distribution Date, of the Common Stock of the Company), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date, of the Common Stock of the CompanyShares), may, in on such registered holder's ’s own behalf and for such registered holder's ’s own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his such holder’s right to exercise the Right Rights evidenced by such Right Rights Certificate in the manner provided in such Right Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the registered holders of Rights, it is specifically acknowledged that the registered holders of Rights would not have an adequate remedy at law for any breach of this Agreement and and, accordingly, shall be entitled to specific performance of the obligations hereunder under, and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expensesto, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.
Appears in 2 contracts
Samples: Rights Agreement (Turtle Beach Corp), Rights Agreement
Rights of Action. All rights of action in respect of this Agreement, other than rights of action vested in the Rights Agent pursuant to Sections 18 and 20 hereofSection 18, are vested in the respective registered holders of the Right Rights Certificates (orand, prior to the Distribution Date, the registered holders of the shares of Company Common Stock of the CompanyStock); and any registered holder of any Right a Rights Certificate (or, prior to the Distribution Date, of the shares of Company Common Stock of the CompanyStock), without the consent of the Rights Agent or of the holder of any other Right Rights Certificate (or, prior to the Distribution Date, of the shares of Company Common Stock of the CompanyStock), may, in on such registered holder's ’s own behalf and for such registered holder's ’s own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company or any other Person to enforce, or otherwise act in respect of, his such registered holder’s right to exercise the Right Rights evidenced by such Right Rights Certificate in the manner provided in such Right Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.
Appears in 2 contracts
Samples: Rights Agreement (Chefs' Warehouse, Inc.), Rights Agreement (WebMD Health Corp.)
Rights of Action. All rights of action in respect of this AgreementPlan, other than except those rights of action vested in given to the Rights Agent pursuant to Sections 18 and 20 hereofthis Plan, are vested in the respective registered holders of the Right Rights Certificates (orand, prior to the Distribution Date, the registered holders of the Common Stock of the CompanyShares); and any . Any registered holder of any Right Rights Certificate (or, prior to the Distribution Date, any registered holder of the Common Stock of the CompanyShares), without the consent of the Rights Agent or of the holder of any other Right Rights Certificate (or, prior to the Distribution Date, any other holder of the Common Stock of the CompanyShares), may, in on such registered holder's ’s own behalf and for such registered holder's ’s own benefitbenefit and the benefit of other holders of Rights, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, this Plan or otherwise act in respect of, his of such holder’s right to exercise the Right such holder’s Rights evidenced by such Right Rights Certificate in the manner provided in such Right Rights Certificate and in this AgreementPlan. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement Plan and shall will be entitled to specific performance of the obligations hereunder of the Company, and injunctive relief against actual or threatened breaches or violations of this Plan by the obligations hereunder of any Person subject Company, in each case without having to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreementpost a bond.
Appears in 2 contracts
Samples: Tax Benefit Preservation Plan (Aviat Networks, Inc.), Tax Benefit Preservation Plan (Aviat Networks, Inc.)
Rights of Action. All rights of action in respect of this Agreement, other than rights of action vested in the Rights Agent pursuant to Sections Section 18 and 20 hereof, are vested in the respective registered holders of the Right Rights Certificates (orand, prior to the Distribution Date, the registered holders of the Common Stock of the CompanyStock); and any registered holder of any Right a Rights Certificate (or, prior to the Distribution Date, any registered holder of the Common Stock of the CompanyStock), without the consent of the Rights Agent or of the holder of any other Right Rights Certificate (or, prior to the Distribution Date, holder of the Common Stock of the CompanyStock), may, in on such registered holder's ’s own behalf and for such registered holder's ’s own benefit, may enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his such holder’s right to exercise the Right Rights evidenced by such Right Rights Certificate (or, prior to the Distribution Date, evidenced by such Common Stock) in the manner provided in such Right Certificate therein and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.
Appears in 2 contracts
Samples: Rights Agreement (Southwest Gas Holdings, Inc.), Rights Agreement
Rights of Action. All rights of action in respect of this Agreement, other than excepting the rights of action vested in given to the Rights Agent pursuant to Sections under Section 18 and 20 hereof, are vested in the respective registered holders of the Right Certificates (orand, prior to the Distribution Date, the registered holders of the Common Stock Shares); and the Company hereby unilaterally and irrevocably covenants in favor of such holders to perform all obligations of the CompanyCompany under this Agreement (including the right to refrain from taking any actions as permitted by this Agreement); and any registered holder of any Right Certificate (or, prior to the Distribution Date, of the Common Stock of the CompanyShares), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date, of the Common Stock of the CompanyShares), may, in such registered holder's on his own behalf and for such registered holder's his own benefit, may enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his right to exercise the Right Rights evidenced by such Right Certificate (or, prior to the Distribution Date, such Common Shares) in the manner provided in such Right Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall will be entitled to specific performance of the obligations hereunder under, and injunctive relief against actual or threatened violations of of, the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.
Appears in 2 contracts
Samples: Rights Agreement (Ingersoll Rand Co LTD), Rights Agreement (Ingersoll Rand Co LTD)
Rights of Action. All rights of action in respect of this Agreement, other than rights of action vested in the Rights Agent pursuant to Sections 18 and 20 hereof20, are vested in the respective registered holders of the Right Certificates (or, prior to the Distribution Date, the registered holders of the Common Stock of the Company); and any registered holder of any Right Certificate (or, prior to the Distribution Date, of the Common Stock of the Company), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date, of the Common Stock of the Company), may, in such registered holder's own behalf and for such registered holder's own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his right to exercise the Right evidenced by such Right Certificate in the manner provided in such Right Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable fees, costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.
Appears in 2 contracts
Samples: Shareholder Rights Agreement (Discovery Laboratories Inc /De/), Shareholder Rights Agreement (Discovery Laboratories Inc /De/)
Rights of Action. All rights of action in respect of this ---------------- Agreement, other than excepting the specific rights of action vested in given to the Rights Agent pursuant to Sections 18 and 20 hereofunder Section 18, are vested in the respective registered holders of the Right Rights Certificates (orand, prior to the Distribution Date, the registered holders of the shares of Common Stock of the CompanyStock); and any registered holder of any Right Rights Certificate (or, prior to the Distribution Date, of the shares of Common Stock of the CompanyStock), without the consent of the Rights Agent or of the holder of any other Right Rights Certificate (or, prior to the Distribution Date, of the shares of Common Stock of the CompanyStock), may, in on such registered holder's own behalf and for such registered holder's own benefit, enforce, and may institute and maintain any suit, action or proceeding solely against the Company Company, not the Rights Agent, to enforce, or otherwise act in respect of, his such registered holder's right to exercise the Right evidenced by such Right Certificate its Rights in the manner provided in such Right Rights Certificate and in this Agreement. Without limiting the generality of the foregoing or any remedies available to the holders of the Rights, it is specifically acknowledged that the registered holders of the Rights would not have an adequate remedy at law for any breach of this Agreement and shall will be entitled to specific performance of the obligations hereunder under, and injunctive relief against any actual or threatened violations of the obligations hereunder of any Person subject to to, this Agreement. Holders Each holder of the Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them such holder in any action action-to enforce the provisions of this Agreement.
Appears in 2 contracts
Samples: Rights Agreement (Horizon Pharmacies Inc), Rights Agreement (Horizon Pharmacies Inc)
Rights of Action. All rights of action in respect of this Agreement, other than rights of action vested in the Rights Agent pursuant to Sections 18 and 20 hereof, are vested in the respective registered holders of the Right Certificates (or, prior to the Distribution Date, the registered holders of the Common Stock or Series A Preferred Stock of the Company); and any registered holder of any Right Certificate (or, prior to the Distribution Date, of the Common Stock or Series A Preferred Stock of the Company), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date, of the Common Stock or Series A Preferred Stock of the Company), may, in such registered holder's ’s own behalf and for such registered holder's ’s own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his or her right to exercise the Right evidenced by such Right Certificate in the manner provided in such Right Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' ’ fees, incurred by them in any action to enforce the provisions of this Agreement.
Appears in 2 contracts
Samples: Stockholder Rights Agreement (WisdomTree, Inc.), Stockholder Rights Agreement (WisdomTree Investments, Inc.)
Rights of Action. All rights of action in respect of this Agreement, other than rights of action vested in the Rights Agent pursuant to Sections 18 and 20 hereofthis Agreement, are vested in the respective registered holders Registered Holders of the Right Certificates (or, prior to the Distribution Date, the registered holders Registered Holders of the Common Stock Ordinary Shares and ADS Holders of the Company); and any registered holder Registered Holder of any Right Certificate (or, prior to the Distribution Date, of the Common Stock Ordinary Shares of the Company), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date, registered holders of the Common Stock Ordinary Shares and ADS Holders of the Company), may, in such registered holder's Registered Holder’s own behalf and for such registered holder's Registered Holder’s own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his right to exercise the Right Rights evidenced by such Right Certificate (or, prior to the Distribution Date, such Ordinary Shares) in the manner provided in such Right Certificate therein and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights Rights, the registered holders of Ordinary Shares, or the ADS Holders would not have an adequate remedy at law for any breach of this Agreement and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.
Appears in 2 contracts
Samples: Shareholders’ Rights Agreement (Sohu.com LTD), Shareholders’ Rights Agreement (Sohu.com LTD)
Rights of Action. All rights of action in respect of this Agreement, other than excepting the rights of action vested in given to the Rights Agent pursuant to Sections 18 and 20 hereofunder Section 18, are vested in the respective registered holders of the Right Rights Certificates (orand, prior to the Distribution Date, the registered holders of the certificates representing shares of Common Stock of the Company); and any registered holder of any Right Rights Certificate (or, prior to the Distribution Date, a certificate representing shares of the Common Stock of the Company), without the consent of the Rights Agent or of the holder of any other Right Rights Certificate (or, prior to the Distribution Date, of the a certificate representing shares of Common Stock of the Company), may, in such registered holder's own behalf and for such registered holder's own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his such holder's right to exercise the Right Rights evidenced by such Right Rights Certificate or, prior to the Distribution Date, in the manner provided in any such Right Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall will be entitled to specific performance of the obligations hereunder hereunder, and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.
Appears in 2 contracts
Samples: Rights Agreement (Cheniere Energy Inc), Rights Agreement (Assisted Living Concepts Inc)
Rights of Action. All As of the Record Date, all rights of action in respect of this Rights Agreement, other than any rights of action vested in the Rights Agent pursuant to Sections 18 and 20 hereofAgent, are vested in the respective registered holders of record of the Right Rights Certificates (orand, prior to the Distribution Date, the registered holders of record of the Common Stock of the Company); and any registered holder of record of any Right Rights Certificate (or, prior to the Distribution Date, of the Common Stock of the Company), without the consent of the Rights Agent or of the holder of any other Right Rights Certificate (or, prior to the Distribution Date, of the Common Stock of the Company), may, in such registered holder's ’s own behalf and for such registered holder's ’s own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company or any other Person to enforce, or otherwise act in respect of, his right to exercise the Right Rights evidenced by such Right Rights Certificate in the manner provided in such Right Rights Certificate and in this Rights Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Rights Agreement and shall and, accordingly, that they will be entitled to specific performance of the obligations hereunder under, and injunctive relief against actual or threatened violations of of, the obligations hereunder of any Person subject to this Rights Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' ’ fees, incurred by them in any action to enforce the provisions of this Rights Agreement.
Appears in 2 contracts
Samples: Rights Agreement (LogicMark, Inc.), Rights Agreement
Rights of Action. All rights of action in respect of this Agreement, other than rights of action vested in the Rights Agent pursuant to Sections 18 and 20 hereof, are vested in the respective registered holders of the Right Certificates (or, prior to the Distribution Date, the registered holders of the Common Stock of the Company); and any registered holder of any Right Certificate (or, prior to the Distribution Date, of the Common Stock of the Company), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date, of the Common Stock of the Company), may, in such registered holder's ’s own behalf and for such registered holder's ’s own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his right to exercise the Right evidenced by such Right Certificate in the manner provided in such Right Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement by the Company and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreementthe Company. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' ’ fees, incurred by them in any action to enforce the provisions of this Agreement.
Appears in 2 contracts
Samples: Stockholder Rights Agreement (Biofrontera Inc.), Stockholder Rights Agreement (KVH Industries Inc \De\)
Rights of Action. All rights of action in respect of this Agreement, other than rights of action vested in the Rights Agent pursuant to Sections Section 18 and 20 hereof, are vested in the respective registered holders of the Right Rights Certificates (orand, prior to the Distribution Date, the registered holders of the Common Stock of the Companycertificates representing Exchangeable Shares); and any registered holder of any Right a Rights Certificate (or, prior to the Distribution Date, of the Common Stock of the Companya certificate representing Exchangeable Shares), without the consent of the Rights Agent or of the holder of any other Right Rights Certificate (or, prior to the Distribution Date, of the Common Stock of the Companya certificate representing Exchangeable Shares), may, in such registered holder's his own behalf and for such registered holder's his own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company or any other Person to enforce, or otherwise act in respect of, his right to exercise the Right Rights evidenced by such Right Rights Certificate in the manner provided in such Right Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.
Appears in 2 contracts
Samples: Rights Agreement (JDS Uniphase Corp /Ca/), Rights Agreement (JDS Uniphase Corp /Ca/)
Rights of Action. All rights of action in respect of this Agreement, other than the rights of action vested in the Rights Agent pursuant to Sections 18 and 20 hereofhereunder, are vested in the respective registered holders of the Right Rights Certificates (orand, prior to the Distribution Date, the registered holders of the Common Stock shares of the CompanyCapital Stock); and any registered holder of any Right a Rights Certificate (or, prior to the Distribution Date, any registered holder of shares of the Common Stock of the CompanyCapital Stock), without the consent of the Rights Agent or of the holder of any other Right Rights Certificate (or, prior to the Distribution Date, any registered holder of shares of the Common Stock of the CompanyCapital Stock), may, in on such registered holder's ’s own behalf and for such registered holder's ’s own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company or any other Person to enforce, or otherwise act in respect of, his such holder’s right to exercise the Right Rights evidenced by such Right Rights Certificate in the manner provided in such Right Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement by the Company and shall be entitled to specific performance of the obligations hereunder hereunder, and injunctive relief against actual or threatened violations by the Company of the obligations hereunder of any Person (including, without limitation, the Company) subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.
Appears in 2 contracts
Samples: Rights Agreement (Arena Group Holdings, Inc.), Rights Agreement (theMaven, Inc.)
Rights of Action. All rights of action in respect of this Agreement, other than rights of action vested in the Rights Agent pursuant to Sections 18 and 20 hereofSection 18, are vested in the respective registered holders of the Right Rights Certificates (orand, prior to the Distribution Date, the registered holders of certificates evidencing shares of Company Common Stock), and the Common Stock Company hereby unilaterally and irrevocably covenants in favor of such holders to perform all obligations of the Company)Company under this Agreement; and any registered holder of any Right a Rights Certificate (or, prior to the Distribution Date, of the a certificate evidencing shares of Company Common Stock of the CompanyStock), without the consent of the Rights Agent or of the holder of any other Right Rights Certificate (or, prior to the Distribution Date, of the a certificate evidencing shares of Company Common Stock of the CompanyStock), may, in on such registered holder's ’s own behalf and for such registered holder's ’s own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company or any other Person to enforce, or otherwise act in respect of, his such registered holder’s right to exercise the Right Rights evidenced by such Right Rights Certificate in the manner provided in such Right Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.
Appears in 2 contracts
Samples: Rights Agreement (Bunge LTD), Rights Agreement (Bunge LTD)
Rights of Action. All rights of action in respect of this Agreement, other than excepting the rights of action vested in given to the Rights Agent pursuant to Sections 18 and 20 hereofhereunder, are vested in the respective registered holders of the Right Certificates (orand, prior to the Distribution Date, the registered holders of the Common Stock of the CompanyShares); and any registered holder of any Right Certificate (or, prior to the Distribution Date, of the Common Stock of the CompanyShares), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date, of the Common Stock of the CompanyShares), may, in such registered holder's ’s own behalf and for such registered holder's ’s own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his such holder’s right to exercise the Right Rights evidenced by such Right Certificate in the manner provided in such Right Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall by the Company will be entitled to specific performance of the obligations hereunder hereunder, and injunctive relief against actual or threatened violations by the Company of the obligations hereunder of any Person (including, without limitation, the Company) subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expensesto, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.
Appears in 2 contracts
Samples: Section 382 Rights Agreement (Centurylink, Inc), Section 382 Rights Agreement (Centurylink, Inc)
Rights of Action. All rights of action in respect of this Agreement, other than rights of action except those vested in the Rights Agent pursuant to Sections 18 and 20 hereofSection 2, are vested in the respective registered holders of the Right Certificates (orand, prior to the Distribution Date, the registered holders of the Common Stock of the CompanyStock); and any . Any registered holder of any Right Certificate (or, prior to the Distribution Date, of the Common Stock of the CompanyStock), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date, of the Common Stock of the CompanyStock), may, in such registered holder's own behalf and for such registered holder's own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his such holder's right to exercise the Right Rights evidenced by such Right Certificate in the manner provided in such Right Certificate and in this Agreement and subject to any limitations set forth in such Right Certificates and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall be entitled to specific performance of the obligations hereunder under, and injunctive relief against actual or threatened violations of of, the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.
Appears in 2 contracts
Samples: Rights Agreement (Citizens Banking Corp), Rights Agreement (Citizens Banking Corp)
Rights of Action. All rights of action in respect of this Agreement, other than excepting the rights of action vested in given to the Rights Agent pursuant to Sections under Section 18 and 20 hereof, are vested in the respective registered holders of the Right Certificates Rights Certificate (orand, prior to the Distribution Date, the registered holders of the certificates representing shares of Common Stock of the CompanyStock); and any registered holder of any Right Rights Certificate (or, prior to the Distribution Date, a certificate representing shares of the Common Stock of the CompanyStock), without the consent of the Rights Agent or of the holder of any other Right Rights Certificate (or, prior to the Distribution Date, of the a certificate representing shares of Common Stock of the CompanyStock), may, in such registered holder's own behalf and for such registered holder's own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his such holder's right to exercise the Right Rights evidenced by such Right Rights Certificate in the manner provided in such Right Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall will be entitled to specific performance of the obligations hereunder hereunder, and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.
Appears in 2 contracts
Samples: Rights Agreement (Cisco Systems Inc), Rights Agreement (Cisco Systems Inc)
Rights of Action. All rights of action in respect of this Agreement, other than rights of action vested in the Rights Agent pursuant to Sections 18 and 20 hereof20, are vested in the respective registered holders of the Right Rights Certificates (or, prior to the Distribution Date, the registered holders of the Common Stock of the Company); and any registered holder of any Right Rights Certificate (or, prior to the Distribution Date, of the Common Stock of the Company), without the consent of the Rights Agent or of the holder of any other Right Rights Certificate (or, prior to the Distribution Date, of the Common Stock of the Company), may, in such registered holder's ’s own behalf and for such registered holder's ’s own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his right to exercise the Right Rights evidenced by such Right Rights Certificate in the manner provided in such Right Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.
Appears in 2 contracts
Samples: Tax Benefits Preservation Rights Agreement (Impac Mortgage Holdings Inc), Tax Benefits Preservation Rights Agreement (Impac Mortgage Holdings Inc)
Rights of Action. All rights of action in respect of this Agreement, other than rights of action vested in the Rights Agent pursuant to Sections 18 and 20 hereof, are vested in the respective registered holders of the Right Certificates (or, prior to the Distribution Date, the registered holders of the Common Stock of the Company); and any registered holder of any Right Certificate (or, prior to the Distribution Date, of the Common Stock of the Company), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date, of the Common Stock of the Company), may, in such registered holder's ’s own behalf and for such registered holder's ’s own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his or her right to exercise the Right evidenced by such Right Certificate in the manner provided in such Right Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement by the Company and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreementthe Company. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' ’ fees, incurred by them in any action to enforce the provisions of this Agreement.
Appears in 2 contracts
Samples: Stockholder Rights Agreement (Magenta Therapeutics, Inc.), Stockholder Rights Agreement
Rights of Action. All rights of action in respect of this ---------------- Agreement, other than rights of action vested in the Rights Agent pursuant to Sections Section 18 and 20 hereof, are vested in the respective registered holders of the Right Certificates (orRights and, prior to the Distribution Datewhere applicable, the registered holders of the Common Stock of the Company); and any registered holder of any Right Certificate (orVoting Class Rights or Class B Common Rights, prior to as the Distribution Date, of the Common Stock of the Company)case may be, without the consent of the Rights Agent or of the holder holders of any other Right Certificate (orVoting Class Rights or Class B Common Rights, prior to as the Distribution Date, of the Common Stock of the Company)case may be, may, in such registered holder's own behalf and for such registered holder's own benefitbenefit and the benefit of other holders of Voting Class Rights or Class B Common Rights, as the case may be, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his right to exercise the Right such holder's Rights evidenced by such Right Rights Certificate in the manner provided in such Right Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders After a Triggering Event, holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.
Appears in 2 contracts
Samples: Rights Agreement (Wit Capital Group Inc), Rights Agreement (Wit Capital Group Inc)
Rights of Action. All As of the Record Date, all rights of action in respect of this Rights Agreement, other than any rights of action vested in the Rights Agent pursuant to Sections 18 and 20 hereof, are vested in the respective registered holders of record of the Right Certificates (orand, prior to the Distribution Date, the registered holders of record of the Common Stock of the CompanyStock); and any registered holder of record of any Right Certificate (or, prior to the Distribution Date, of the Common Stock of the CompanyStock), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date, of the Common Stock of the CompanyStock), may, in such registered holder's his own behalf and for such registered holder's his own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company or any other Person to enforce, or otherwise act in respect of, his right to exercise the Right Rights evidenced by such Right Certificate in the manner provided in such Right Certificate and in this Rights Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Rights Agreement and shall and, accordingly, that they will be entitled to specific performance of the obligations hereunder under, and injunctive relief against actual or threatened violations of of, the obligations hereunder of any Person subject to this Rights Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' ’ fees, incurred by them in any action to enforce the provisions of this Rights Agreement.
Appears in 2 contracts
Samples: Rights Agreement (Halozyme Therapeutics Inc), Rights Agreement (Halozyme Therapeutics Inc)
Rights of Action. All rights of action in respect of this Agreement, ---------------- other than rights of action vested in the Rights Agent pursuant to Sections 18 and 20 hereof, are vested in the respective registered holders of the Right Certificates (or, prior to the Distribution Date, the registered holders of the Common Stock of the Company); and any registered holder of any Right Certificate (or, prior to the Distribution Date, of the Common Stock of the Company), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date, of the Common Stock of the Company), may, in such registered holder's own behalf and for such registered holder's own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his right to exercise the Right evidenced by such Right Certificate in the manner provided in such Right Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.
Appears in 2 contracts
Samples: Form 8 A, Shareholders' Rights Agreement (Sohu Com Inc)
Rights of Action. All rights of action in respect of this Agreement, other than rights of action vested in the Rights Agent pursuant to Sections 18 and 20 hereof, are vested in the respective registered holders of the Right Certificates (or, prior to the Distribution Date, the registered holders of the Common Stock Shares of the Company); and any registered holder of any Right Certificate (or, prior to the Distribution Date, of the Common Stock Shares of the Company), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date, of the Common Stock Shares of the Company), may, in such registered holder's ’s own behalf and for such registered holder's ’s own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his right to exercise the Right evidenced by such Right Certificate in the manner provided in such Right Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' ’ fees, incurred by them in any action to enforce the provisions of this AgreementAgreement after the Distribution Date.
Appears in 2 contracts
Samples: Rights Agreement (Lazare Kaplan International Inc), Rights Agreement (Lazare Kaplan International Inc)
Rights of Action. All rights of action in respect of this Agreement, other than excepting the rights of action vested in given to the Rights Agent pursuant to Sections under Section 18 and 20 hereofSection 20, are vested in the respective registered holders of the Right Certificates (orand, prior to the Distribution Date, the registered holders of the Common Stock of the CompanyOrdinary Shares and ADS Holders); and any registered holder of any Right Certificate (or, prior to the Distribution Date, registered holders of the Common Stock of the CompanyOrdinary Shares and ADS Holders), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date, registered holders of the Common Stock of the CompanyOrdinary Shares and ADS Holders), may, in such registered holder's his own behalf and for such registered holder's his own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his right to exercise the Right Rights evidenced by such Right Certificate in the manner provided in such Right Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that none of the holders of Rights Rights, the registered holders of Ordinary Shares, or the ADS Holders would not have an adequate remedy at law for any breach of this Agreement and shall will be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.
Appears in 2 contracts
Samples: Rights Agreement (ReneSola LTD), Rights Agreement (The9 LTD)
Rights of Action. All rights of action in respect of this Agreement, other than rights of action vested in the Rights Agent pursuant to Sections 18 and 20 hereof, are vested in the respective registered holders of the Right Certificates (or, prior to the Distribution Date, the registered holders of the Common Stock of the CompanyCompany and the Series A Preferred Stock); and any registered holder of any Right Certificate (or, prior to the Distribution Date, of the Common Stock of the CompanyCompany or the Series A Preferred Stock), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date, of the Common Stock of the CompanyCompany and the Series A Preferred Stock), may, in such registered holder's own behalf and for such registered holder's own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his right to exercise the Right evidenced by such Right Certificate in the manner provided in such Right Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.
Appears in 2 contracts
Samples: Shareholder Rights Agreement (Patriot American Hospitality Inc/De), Shareholder Rights Agreement (Wyndham International Inc)
Rights of Action. All As of the Record Date, all rights of action in respect of this Rights Agreement, other than any rights of action vested in the Rights Agent pursuant to Sections 18 and 20 hereofhereunder, are vested in the respective registered holders of record of the Right Certificates (orand, prior to the Distribution Date, the registered holders of record of the Common Stock of the CompanyStock); and any registered holder of record of any Right Certificate (or, prior to the Distribution Date, of the Common Stock of the CompanyStock), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date, of the Common Stock of the CompanyStock), may, in such registered holder's his own behalf and for such registered holder's his own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company or any other Person to enforce, or otherwise act in respect of, his right to exercise the Right Rights evidenced by such Right Certificate in the manner provided in such Right Certificate and in this Rights Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Rights Agreement and shall and, accordingly, that they will be entitled to specific performance of the obligations hereunder under, and injunctive relief against actual or threatened violations of of, the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.
Appears in 2 contracts
Samples: Stockholder Rights Agreement (PJT Partners Inc.), Stockholder Rights Agreement (PJT Partners Inc.)
Rights of Action. All rights of action in respect of this Agreement, other than rights of action vested in the Rights Agent pursuant to Sections 18 and 20 hereofSection 18, are vested in the respective registered holders of the Right Rights Certificates (orand, prior to the Distribution Date, the registered holders of certificates evidencing shares of Company Common Stock), and the Common Stock Company hereby unilaterally and irrevocably covenants in favor of such holders to perform all obligations of the Company)Company under this Agreement; and any registered holder of any Right a Rights Certificate (or, prior to the Distribution Date, of the a certificate evidencing shares of Company Common Stock of the CompanyStock), without the consent of the Rights Agent or of the holder of any other Right Rights Certificate (or, prior to the Distribution Date, of the a certificate evidencing shares of Company Common Stock of the CompanyStock), may, in on such registered holder's own behalf and for such registered holder's own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company or any other Person to enforce, or otherwise act in respect of, his such registered holder's right to exercise the Right Rights evidenced by such Right Rights Certificate in the manner provided in such Right Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.
Appears in 2 contracts
Samples: Rights Agreement (Bunge LTD), Rights Agreement (Bunge LTD)
Rights of Action. All rights of action in respect of this AgreementPlan, other than except those rights of action vested in given to the Rights Agent pursuant to Sections 18 and 20 hereofthis Plan, are vested in the respective registered holders of the Right Rights Certificates (orand, prior to the Distribution Date, the registered holders of the Common Stock of the CompanyShares); and any . Any registered holder of any Right Rights Certificate (or, prior to the Distribution Date, any registered holder of the Common Stock of the CompanyShares), without the consent of the Rights Agent or of the holder of any other Right Rights Certificate (or, prior to the Distribution Date, any other holder of the Common Stock of the CompanyShares), may, in on such registered holder's ’s own behalf and for such registered holder's ’s own benefitbenefit and the benefit of other holders of Rights, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, this Plan or otherwise act in respect of, his of such holder’s right to exercise the Right such holder’s Rights evidenced by such Right Rights Certificate in the manner provided in such Right Rights Certificate and in this AgreementPlan. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement Plan and shall will be entitled to specific performance of the obligations hereunder of any Person (including the Company) subject to this Plan, and injunctive relief against actual or threatened breaches or violations of this Plan by the obligations hereunder of any Person subject Company, in each case without having to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreementpost a bond.
Appears in 2 contracts
Samples: Tax Benefit Preservation Plan (Fluidigm Corp), Tax Benefit Preservation Plan (Aviat Networks, Inc.)
Rights of Action. All rights of action in respect of this Agreement, other than excepting the rights of action vested in given to the Rights Agent pursuant to Sections under Section 18 and 20 hereof, are vested in the respective registered holders of the Right Rights Certificates (orand, prior to the Distribution Date, the registered holders of the certificates representing shares of Common Stock of the CompanyStock); and any registered holder of any Right Rights Certificate (or, prior to the Distribution Date, a certificate representing shares of the Common Stock of the CompanyStock), without the consent of the Rights Agent or of the holder of any other Right Rights Certificate (or, prior to the Distribution Date, of the a certificate representing shares of Common Stock of the CompanyStock), may, in on such registered holder's own behalf and for such registered holder's own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his such holder's right to exercise the Right Rights evidenced by such Right Rights Certificate in the manner provided in such Right Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall will be entitled to specific performance of the obligations hereunder hereunder, and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.
Appears in 2 contracts
Samples: Rights Agreement (Onyx Acceptance Corp), Rights Agreement (Onyx Acceptance Corp)
Rights of Action. All As of the record date, all rights of action in respect of this Rights Agreement, other than any rights of action vested in the Rights Agent pursuant to Sections 18 and 20 hereof, are vested in the respective registered holders of record of the Right Certificates (orand, prior to the Distribution Date, the registered holders of record of the Common Stock of the CompanyStock); and any registered holder of record of any Right Certificate (or, prior to the Distribution Date, of the Common Stock of the CompanyStock), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date, of the Common Stock of the CompanyStock), may, in such registered holder's his own behalf and for such registered holder's his own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company or any other Person to enforce, or otherwise act in respect of, his right to exercise the Right Rights evidenced by such Right Certificate in the manner provided in such Right Certificate and in this Rights Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Rights Agreement and shall and, accordingly, that they will be entitled to specific performance of the obligations hereunder under, and injunctive relief against actual or threatened violations of of, the obligations hereunder of any Person subject to this Rights Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' ’ fees, incurred by them in any action to enforce the provisions of this Rights Agreement.
Appears in 2 contracts
Samples: Rights Agreement (Finisar Corp), Rights Agreement (Onvia Com Inc)
Rights of Action. All rights of action in respect of this Agreement, other than rights of action vested in the Rights Agent pursuant to Sections 18 and 20 hereofthe terms of this Agreement, are vested in the respective registered holders of the Right Rights Certificates (orand, prior to the Distribution DateTime, the registered holders of the Common Stock of the CompanyStock); and any registered holder of any Right Rights Certificate (or, prior to the Distribution DateTime, any registered holder of the shares of Common Stock of the CompanyStock), without the consent of the Rights Agent or of the holder of any other Right Rights Certificate (or, prior to the Distribution DateTime, of the Common Stock of the CompanyStock), may, in such registered holder's ’s own behalf and for such registered holder's ’s own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company or any other Person to enforce, or otherwise act in respect of, his such xxxxxx’s right to exercise the Right Rights evidenced by such Right Rights Certificate in the manner provided in such Right Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would may not have an adequate remedy at law for any breach of this Agreement and shall be entitled to seek specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.
Appears in 2 contracts
Samples: Stockholder Rights Agreement (Veradigm Inc.), Stockholder Rights Agreement (Veradigm Inc.)
Rights of Action. All rights of action in respect of this Agreement, other than excepting the rights of action vested in given to the Rights Agent pursuant to Sections under Section 18 and 20 hereof, are vested in the respective registered holders of the Right Certificates (orand, prior to the Distribution Date, the registered holders of the Common Stock of the CompanyOrdinary Shares); and any registered holder of any Right Certificate (or, prior to the Distribution Date, of the Common Stock of the CompanyOrdinary Shares), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date, of the Common Stock of the CompanyOrdinary Shares), may, in such registered holder's on his own behalf and for such registered holder's his own benefit, may enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his right to exercise the Right Rights evidenced by such Right Certificate (or, prior to the Distribution Date, such Ordinary Shares) in the manner provided in such Right Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall will be entitled to specific performance of the obligations hereunder under, and injunctive relief against actual or threatened violations of of, the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.
Appears in 2 contracts
Samples: Rights Agreement (Triton Energy Corp), Rights Agreement (Triton Energy LTD)
Rights of Action. All rights of action in respect of this Agreement, other than rights of action vested vented in the Rights Agent pursuant to Sections Section 18 and 20 hereof, are vested in the respective registered holders of the Right Rights Certificates (orand, prior to the Distribution Date, the registered holders of the certificates representing shares of Company Common Stock of the CompanyStock); and any registered holder of any Right a Rights Certificate (or, prior to the Distribution Date, of the a certificate representing shares of Company Common Stock of the Companystock), without the consent of the Rights Agent or of the holder of any other Right Rights Certificate (or, prior to the Distribution Date, of the a certificate representing shares of Company Common Stock of the CompanyStock), may, in such registered holder's his own behalf and for such registered holder's his own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company or any other Person to enforce, or otherwise act in respect of, his right to exercise the Right Rights evidenced by such Right Rights Certificate in the manner provided in such Right Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.
Appears in 2 contracts
Samples: Rights Agreement (Service Merchandise Co Inc), Rights Agreement (Service Merchandise Co Inc)
Rights of Action. All rights of action in respect of this Agreement, other than excepting the rights of action vested in given to the Rights Agent pursuant to Sections under Section 18 and 20 hereof, are vested in the respective registered holders of the Right Certificates Rights Certificate (orand, prior to the Distribution Date, the registered holders of the certificates representing shares of Common Stock of the CompanyStock); and any registered holder of any Right Rights Certificate (or, prior to the Distribution Date, a certificate representing shares of the Common Stock of the CompanyStock), without the consent of the Rights Agent or of the holder of any other Right Rights Certificate (or, prior to the Distribution Date, of the a certificate representing shares of Common Stock of the CompanyStock), may, in such registered holder's ’s own behalf and for such registered holder's ’s own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his such holder’s right to exercise the Right Rights evidenced by such Right Rights Certificate in the manner provided in such Right Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall will be entitled to specific performance of the obligations hereunder hereunder, and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.
Appears in 1 contract
Samples: Rights Agreement (Cisco Systems Inc)
Rights of Action. All rights of action in respect of this Agreement, other than except the rights of action vested in given to the Rights Agent pursuant to Sections 18 and 20 hereofhereunder, are vested in the respective registered holders of the Right Certificates (or, and prior to the Distribution Date, the registered holders of the certificates for Common Stock of the CompanyShares or Ownership Statements representing Rights); , and any registered holder of any Right Certificate (or, prior to the Distribution Date, or of the such certificate for Common Stock of the CompanyShares or Ownership Statements), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date, of the or any other certificate for Common Stock of the Company), Shares or Ownership Statement) may, in such registered holder's ’s own behalf and for such registered holder's ’s own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his such holder’s right to exercise the Right evidenced Rights represented by such Right Certificate (or by such certificate for Common Shares or Ownership Statement) in the manner provided in such Right Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach by the Company of this Agreement and shall be entitled to specific performance of the obligations hereunder performance, and injunctive relief against actual or threatened violations by the Company, of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of under this Agreement.
Appears in 1 contract
Rights of Action. All rights of action in respect of this ----------------- Agreement, other than rights of action vested in the Rights Agent pursuant to Sections in Section 18 and 20 hereof, are vested in the respective registered holders of the Right Rights Certificates (orand, prior to the Distribution Date, the registered holders of the Common Stock of the Company); and any registered holder of any Right Rights Certificate (or, prior to the Distribution Date, of the Common Stock of the Company), without the consent of the Rights Agent or of the holder of any other Right Rights Certificate (or, prior to the Distribution Date, of the Common Stock of the Company), may, in such registered the holder's own behalf and for such registered the holder's own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his the holder's right to exercise the Right Rights evidenced by such Right Rights Certificate in the manner provided in such Right Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.
Appears in 1 contract
Samples: Rights Agreement (Ibt Bancorp Inc)
Rights of Action. All rights of action in respect of this Agreement, other than rights of action vested in the Rights Agent pursuant to Sections Section 18 and 20 hereof, are vested in the respective registered holders of the Right Rights Certificates (orand, prior to the Distribution Date, the registered holders of the certificates representing shares of Common Stock of the CompanyStock); and any registered holder of any Right a Rights Certificate (or, prior to the Distribution Date, of the a certificate representing shares of Common Stock of the CompanyStock), without the consent of the Rights Agent or of the holder of any other Right Rights Certificate (or, prior to the Distribution Date, of the a certificate representing shares of Common Stock of the CompanyStock), may, in such registered holder's his own behalf and for such registered holder's his own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company Corporation or any other Person to enforce, or otherwise act in respect of, his right to exercise the Right Rights evidenced by such Right Rights Certificate in the manner provided in such Right Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.
Appears in 1 contract
Rights of Action. All rights of action in respect of this Agreement, other than rights of action vested in the Rights Agent pursuant to Sections 18 and 20 hereofthis Agreement, including Section 18, are vested in the respective registered holders of the Right Certificates (or, prior to the Distribution Date, the registered holders of the shares of Common Stock of the Company); Company); and any registered holder of any Right Certificate (or, prior to the Distribution Date, of the Common Stock of the Company), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date, of the shares of Common Stock of the Company), may, in such registered holder's ’s own behalf and for such registered holder's ’s own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his right to exercise the Right evidenced by such Right Certificate in the manner provided in such Right Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of the Rights would not have an adequate remedy at law for any breach of this Agreement and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders The holders of the Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' ’ fees, incurred by them in any action to enforce the provisions of this Agreement.
Appears in 1 contract
Samples: Stockholders’ Rights Agreement (Great Elm Group, Inc.)
Rights of Action. All rights of action in respect of this Agreement, other than except those rights of action vested in the Rights Agent pursuant to Sections Section 18 and 20 hereof, are vested in the respective registered holders of record of the Right Certificates (orand, prior to the Distribution Date, the registered holders of record of the Common Stock of the CompanyStock); and any registered holder of record of any Right Certificate (or, prior to the Distribution Date, of the Common Stock of the CompanyStock), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date, of the Common Stock of the CompanyStock), may, in such registered holder's his or her own behalf and for such registered holder's his or her own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company or any other Person to enforce, or otherwise act in respect of, his such holder's right to exercise the Right Rights evidenced by such Right Certificate in the manner provided in such Right Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights rights would not have an adequate remedy at law for any breach of this Agreement and shall and, accordingly, that they will be entitled to specific performance of the obligations hereunder under, and injunctive relief against actual or threatened violations of of, the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.
Appears in 1 contract
Rights of Action. All rights of action in respect of this Agreement, other than rights of action vested in the Rights Agent pursuant to Sections 18 and 20 hereofSection 18, are vested in the respective registered holders of the Right Rights Certificates (orand, prior to the Distribution Date, the registered holders of the certificates representing shares of Company Common Stock of the CompanyStock); and any registered holder of any Right a Rights Certificate (or, prior to the Distribution Date, of the a certificate representing shares of Company Common Stock of the CompanyStock), without the consent of the Rights Agent or of the holder of any other Right Rights Certificate (or, prior to the Distribution Date, of the a certificate representing shares of Company Common Stock of the CompanyStock), may, in such registered holder's his own behalf and for such registered holder's his own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company or any other Person to enforce, or otherwise act in respect of, his right to exercise the Right Rights evidenced by such Right Rights Certificate in the manner provided in such Right Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any contested action to enforce the provisions of this AgreementAgreement where that action is terminated and the relief requested by the holders is granted.
Appears in 1 contract
Rights of Action. All rights of action in respect of this Agreement, other than excepting the rights of action vested in given to the Rights Agent pursuant to Sections under SECTION 18 and 20 hereof, are vested in the respective registered holders of the Right Certificates (orand, prior to the Distribution Date, the registered holders of the Common Stock Shares of the Company); and any registered holder of any Right Certificate (or, prior to the Distribution Date, of the Common Stock Shares of the Company), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date, of the Common Stock Shares of the Company), may, in such registered holder's own behalf and for such registered holder's own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his such holder's right to exercise the Right Rights evidenced by such Right Certificate in the manner provided in such Right Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall will be entitled to specific performance of the obligations hereunder under, and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expensesto, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.
Appears in 1 contract
Samples: Rights Agreement (Neuberger Berman Real Estate Income Fund Inc)
Rights of Action. All rights of action in respect of this Agreement, other than except the rights of action vested in the Rights Agent pursuant to Sections Section 18 and 20 hereof, are vested in the respective registered holders of the Right Certificates (orand, prior to the Distribution Date, the registered holders of the Common Stock Shares of the Company); and any registered holder of any Right Certificate (or, prior to the Distribution Date, of the Common Stock Shares of the Company), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date, of the Common Stock Shares of the Company), may, in on such registered holder's own behalf and for such registered holder's own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his such holder's right to exercise the Right Rights evidenced by such Right Certificate in the manner provided in such Right Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.
Appears in 1 contract
Rights of Action. All rights of action in respect of this Agreement, other than the rights of action vested in the Rights Agent pursuant to Sections 18 and 20 hereofhereunder, are vested in the respective registered holders of the Right Rights Certificates (orand, prior to the Distribution Date, the registered holders of shares of the Common Stock of the CompanyShares); and any registered holder of any Right a Rights Certificate (or, prior to the Distribution Date, any registered holder of the Common Stock of the CompanyShares), without the consent of the Rights Agent or of the holder of any other Right Rights Certificate (or, prior to the Distribution Date, any registered holder of the Common Stock of the CompanyShares), may, in such registered holder's ’s own behalf and for such registered holder's ’s own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company or any other Person to enforce, or otherwise act in respect of, his such holder’s right to exercise the Right Rights evidenced by such Right Rights Certificate in the manner provided in such Right Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement by the Company and shall be entitled to specific performance of the obligations hereunder hereunder, and injunctive relief against actual or threatened violations by the Company of the obligations hereunder of any Person (including, without limitation, the Company) subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.
Appears in 1 contract
Samples: Rights Agreement (Energy XXI LTD)
Rights of Action. All rights of action in respect of this AgreementPlan, other than except the rights of action vested in given to the Rights Agent pursuant to Sections 18 and 20 hereofunder Section 18, are vested in the respective registered holders of the Right Certificates (orand, prior to the Distribution Date, the registered holders of the Common Stock of the CompanyEquity Stock); and any registered holder of any Right Certificate (or, prior to the Distribution Date, of the Common Stock of the CompanyEquity Stock), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date, of the Common Stock of the CompanyEquity Stock), may, in such registered holder's his or her own behalf and for such registered holder's his or her own benefit, enforceenforce this Plan, and may institute and maintain any suit, action or proceeding against the Company to enforceenforce this Plan, or otherwise enforce or act in respect of, of his right to exercise the Right Rights evidenced by such Right Certificate (or, prior to the Distribution Date, such Equity Stock) in the manner provided in such Right Certificate and in this AgreementPlan. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach by the Company of this Agreement Plan and shall be entitled to specific performance of the obligations hereunder under, and injunctive relief against actual or threatened violations of, the obligations of the obligations hereunder of any Person Company subject to this AgreementPlan. Holders Without limiting any remedies available to the Company, it is specifically acknowledged that the Company would not have an adequate remedy at law for any breach by the Rights Agent of Rights this Plan and shall be entitled to recover specific performance of the reasonable costs obligations under, and expensesinjunctive relief against actual or threatened violations of, including attorneys' fees, incurred by them in any action the obligations of the Rights Agent subject to enforce the provisions of this AgreementPlan.
Appears in 1 contract
Rights of Action. All rights of action in respect of this Agreement, other than rights of action vested in the Rights Agent pursuant to Sections in Section 18 and 20 hereof, are vested in the respective registered holders of the Right Rights Certificates (orand, prior to the Distribution Date, the registered holders of the Common Stock of the CompanyCompa- ny); and any registered holder of any Right Rights Certificate (or, prior to the Distribution Date, of the Common Stock of the Company), without the consent of the Rights Agent or of the holder of any other Right Rights Certificate (or, prior to the Distribution Date, of the Common Stock of the Company), may, in such registered the holder's own behalf and for such registered the holder's own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his the holder's right to exercise the Right Rights evidenced by such Right Rights Certificate in the manner provided in such Right Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.
Appears in 1 contract