Rights Plan; DGCL Section 203 Sample Clauses

Rights Plan; DGCL Section 203. The Company does not now, nor has ever had, any shareholder rights plan or “poison pill” in effect, including without limitation any agreement with a third party trust or fiduciary entity with respect thereto. The Company has taken all appropriate actions so that the restrictions on business combinations contained in Section 203 of the DGCL will not apply to Parent or Merger Sub as a result of the execution, delivery or performance of this Agreement or the Voting Undertakings or the consummation of the Merger or the other Contemplated Transactions.
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Rights Plan; DGCL Section 203. Optium does not now, nor has it ever had, any shareholder rights plan or "poison pill" in effect, including without limitation any agreement with a third party trust or fiduciary entity with respect thereto. Prior to the execution of this Agreement and the Optium Voting Agreements, the Board of Directors of Optium approved this Agreement and the Optium Voting Agreements and, assuming the accuracy of the representations set forth in Section 4.24, Optium has taken all other requisite action such that the restrictions of Section 203 of the DGCL will not apply to the Merger, this Agreement, the Optium Voting Agreements or the transactions contemplated hereby and thereby. No other antitakeover Law of any Governmental Entity are applicable to the Merger, this Agreement, the Optium Voting Agreements or the transactions contemplated hereby and thereby.
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Rights Plan; DGCL Section 203. Oak has made available to Xxxxx a complete and correct copy of the Oak Rights Agreement as currently in effect. Oak has amended the Oak Rights Agreement to provide that (i) neither Xxxxx nor Sub nor any of their respective affiliates shall be deemed to an Acquiring Person (as such term is defined in the Oak Rights Agreement), (ii) neither a Distribution Date nor a Share Acquisition Date (as each such term is defined in the Oak Rights Agreement) shall be deemed to occur, and the Rights will not detach from the Oak Common Stock or become non-redeemable, as a result of the execution, delivery or performance of this Agreement, the Voting Agreements or the consummation of the Merger or the other transactions contemplated by this Agreement, and (iii) the Rights shall terminate immediately prior to the Effective Time. Oak has taken all appropriate actions so that the restrictions on business combinations contained in Section 203 of the DGCL will not apply to Xxxxx or Sub or with respect to or as a result of the transactions contemplated by this Agreement.
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Rights Plan; DGCL Section 203. The Company has made available to Parent a copy of the Rights Agreement of the Company as currently in effect (the “Company Rights Agreement”). The Company has amended the Company Rights Agreement to provide that (i) neither Parent nor Merger Sub nor any of their respective Affiliates shall be deemed to be an Acquiring Person (as such term is defined in the Company Rights Agreement), as a result of the execution, delivery or performance of this Agreement or the Voting Undertakings or the consummation of the Merger, (ii) neither a Distribution Date nor a Share Acquisition Date (as each such term is defined in the Company Rights Agreement ) shall be deemed to occur, and the Company Rights will not detach from the Company Common Stock or become non-redeemable, as a result of the execution, delivery or performance of this Agreement or the Voting Undertakings or the consummation of the Merger, and (iii) the Company Rights Agreement shall terminate immediately prior to the Effective Time. The Company has taken all appropriate actions so that the restrictions on business combinations contained in Section 203 of the DGCL will not apply to Parent or Merger Sub as a result of the execution, delivery or performance of this Agreement or the Voting Undertakings or the consummation of the Merger.
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Rights Plan; DGCL Section 203. The Company has made available to Parent a copy of the Company Rights Agreement. Effective as of December 11, 2009, the Company has terminated the Company Rights Agreement, and such agreement is no longer in force or effect. Pursuant to the Company’s certificate of incorporation, the Company has opted out of Section 203 of the DGCL and therefore Section 203 of the DGCL will not apply to Parent or Purchaser or with respect to or as a result of the Contemplated Transactions.
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Rights Plan; DGCL Section 203. TPT has amended the TPT Rights Agreement and taken all other action necessary or appropriate so that the execution and delivery of this Agreement by the Parties hereto, and the consummation by TPT of the Merger and the Contemplated Transactions, do not and will not cause Raptor or any of its stockholders, Subsidiaries or Affiliates to be within the definition of “Acquiring Person” under the TPT Rights Agreement. TPT has taken all appropriate actions so that the restrictions on business combinations contained in Section 203 of the DGCL will not apply to Raptor with respect to or as a result of the Contemplated Transactions. LEGAL_US_W # 62319343.5 -32-
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Rights Plan; DGCL Section 203. SyntheMed has approved an amendment to the SyntheMed Rights Agreement accelerating the expiration date of the SyntheMed Rights Agreement to the date of consummation of the Merger and shall as soon as reasonably practicable enter into such amendment with the rights agent. SyntheMed has taken all appropriate actions so that the restrictions on business combinations contained in Section 203 of the DGCL will not apply to Pathfinder with respect to or as a result of the Contemplated Transactions.
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Related to Rights Plan; DGCL Section 203

  • Modification to Article III, Section 2 of the DPA Article III, Section 2 of the DPA (Annual Notification of Rights.) is amended as follows:

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

  • Pursuant to Section 3 03 of the Indenture Supplement, on each Distribution Date, the Indenture Trustee shall deposit into the Class A(2024-1) Interest Funding sub-Account the portion of Card Series Finance Charge Amounts allocable to the Class A(2024-1) Notes.

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

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

  • Modification to Article VII, Section 4 of the DPA Article VI, Section 4 of the DPA (Annual Notification of Rights.) is amended as follows:

  • Modification to Article V, Section 4 of the DPA Article V, Section 4 of the DPA (Data Breach.) is amended with the following additions: (6) For purposes of defining an unauthorized disclosure or security breach, this definition specifically includes meanings assigned by Texas law, including applicable provisions in the Texas Education Code and Texas Business and Commerce Code.

  • CFR Part 200 or Federal Provision - Xxxx Anti-Lobbying Amendment - Continued If you answered "No, Vendor does not certify - Lobbying to Report" to the above attribute question, you must download, read, execute, and upload the attachment entitled "Disclosure of Lobbying Activities - Standard Form - LLL", as instructed, to report the lobbying activities you performed or paid others to perform. Compliance with all applicable standards, orders, or requirements issued under section 306 of the Clean Air Act (42 U.S.C. 1857(h)), section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and Environmental Protection Agency regulations (40 CFR part 15). (Contracts, subcontracts, and subgrants of amounts in excess of $100,000) Pursuant to the above, when federal funds are expended by ESC Region 8 and TIPS Members, ESC Region 8 and TIPS Members requires the proposer certify that in performance of the contracts, subcontracts, and subgrants of amounts in excess of $250,000, the vendor will be in compliance with all applicable standards, orders, or requirements issued under section 306 of the Clean Air Act (42 U.S.C. 1857(h)), section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and Environmental Protection Agency regulations (40 CFR part 15). Does vendor certify compliance? Yes

  • Pursuant to Section 5 10 of the Credit Agreement, each Subsidiary Loan Party of the Borrower that was not in existence or not such a Subsidiary Loan Party on the date of the Credit Agreement is required to enter into the Guarantee Agreement as Guarantor upon becoming such a Subsidiary Loan Party. Upon the execution and delivery, after the date hereof, by the Administrative Agent and such Subsidiary of an instrument in the form of Annex I hereto, such Subsidiary shall become a Guarantor hereunder with the same force and effect as if originally named as a Guarantor hereunder. The execution and delivery of any instrument adding an additional Guarantor as a party to this Agreement shall not require the consent of any Guarantor hereunder. The rights and obligations of each Guarantor hereunder shall remain in full force and effect notwithstanding the addition of any new Guarantor as a party to this Agreement.

  • Modification to Article IV, Section 7 of the DPA Article IV, Section 7 of the DPA (Advertising Limitations) is amended by deleting the stricken text as follows: Provider is prohibited from using, disclosing, or selling Student Data to (a) inform, influence, or enable Targeted Advertising; or (b) develop a profile of a student, family member/guardian or group, for any purpose other than providing the Service to LEA. This section does not prohibit Provider from using Student Data (i) for adaptive learning or customized student learning (including generating personalized learning recommendations); or (ii) to make product recommendations to teachers or LEA employees; or (iii) to notify account holders about new education product updates, features, or services or from otherwise using Student Data as permitted in this DPA and its accompanying exhibits.

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