Rights Plan Matters Sample Clauses

Rights Plan Matters. The Company's Board of Directors has approved and Company will enter into an amendment to the Company Rights Agreement so that (i) the execution and delivery of this Agreement, the public announcement or consummation of the transactions contemplated hereby and the other matters provided for herein will not result in (A) Parent or Purchaser or any of their respective Affiliates or Associates being an Acquiring Person, (B) the occurrence of a Distribution Date, a Stock Acquisition Date or a Triggering Event or (C) the Rights becoming exercisable (the terms "Acquiring Person," "Affiliate," "Associate," "Distribution Date," "Stock Acquisition Date," and "Triggering Event" having the respective meanings ascribed thereto in the Company Rights Agreement) and (ii) the common stock, $0.01 par value per share, of the Surviving Corporation will not constitute "Common Stock" within the meaning of Section 1(g) of the Company Rights Agreement. A true, correct and complete copy of the Company Rights Agreement (including all amendments thereto) is included in the Filed SEC Documents.
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Rights Plan Matters. A true, correct and complete copy of the ------------------- Company Rights Agreement (including all amendments thereto) is included in the Filed SEC Documents. Concurrently with the execution and delivery of this Agreement, Company's Board of Directors has taken all necessary action to approve, and each of Company and the Rights Agent has duly executed, an amendment to the Company Rights Agreement which provides that (i) notwithstanding anything in the Company Rights Agreement to the contrary, the execution and delivery of this Agreement or the Shareholder Agreement, the public announcement or consummation of the transactions contemplated hereby or thereby and the other matters provided for herein (including the Merger) or therein will not result in (A) Parent or Merger Sub or any of their respective Affiliates or Associates being an Acquiring Person, (B) the occurrence of a Flip-In Date, a Stock Acquisition Date, a Separation Time, a Flip-Over Transaction or Event, or (C) the Rights becoming exercisable, and (ii) the Expiration Time of the Rights shall occur immediately prior to the Effective Time, and Company shall cause such amendment, together with a certificate from Company that such amendment satisfies the terms of Section 5.4 of the Company Rights Agreement, to be delivered to the Rights Agent in accordance with Section 5.4 of the Company Rights Agreement. Except as set forth in the preceding sentence in connection with the transactions contemplated by this Agreement or the Shareholder Agreement, the Company Rights Agreement shall not be amended by Company without the prior written consent of Parent, which consent Parent may withhold in its sole discretion. For purposes hereof, the terms "Acquiring Person," "Affiliate," "Associate," "Expiration Time," "Flip-In Date," "Stock Acquisition Date," "Flip-Over Transaction or Event," "Right" and "Rights Agent" shall have the respective meanings ascribed thereto in the Company Rights Agreement.
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Rights Plan Matters. (a) Not later than the Offer Closing, the Company Board shall, effective at and after the Offer Closing, amend the Company’s “poison pill” share purchase rights plan (as it may be amended or supplemented from time to time, the “Rights Plan”) in the manner set forth on Schedule E1 to (i) exclude from the definition of “Acquiring Person” therein Terra, any Terra Controlled Corporation and any Terra Group member so long as such Persons have not breached their obligations under Sections 2.1 or 2.3 of this Agreement; (ii) exclude from the definition of “Acquiring Person” therein a Transferee who has not breached its obligations under Section 2.3 of this Agreement, so long as such Transferee does not thereafter acquire Voting Stock in excess of the amount of Voting Stock acquired from Terra pursuant to Section 2.3(a) and Section 2.3(b) or in any Transferee Tender Offer or Transferee Merger; and (iii) during the Terra Stockholder Approval Period, include in the definition of “Acquiring Person” any Person (other than as provided in the foregoing clauses (i) and (ii) of this Section 5.2(a)) beneficially owning (as defined in the Rights Plan) ten percent (10%) or more of the Total Current Voting Power of the Company then in effect.
Sample 1
Rights Plan Matters. At any meeting of Unitholders at which a Renewal Resolution is submitted to all Unitholders, the Rights Plan shall expire if a majority of the votes cast by Independent Unitholders (as defined in the Rights Plan) in respect of such Renewal Resolution are not voted in favour of the continued existence of the Rights Plan. Each of AIMCo and Welsh and their respective Affiliates is an Independent Unitholder (as defined in the Rights Plan) and is entitled to vote in connection with any Renewal Resolution submitted in connection with or pursuant to any of the transactions contemplated by this Agreement or any Ancillary Agreement. The Renewal Resolution is not subject to the rules or regulations of the TSX and no other consent or approval of holders of Units or any other Person is required in connection with a Renewal Resolution. 7391491v5
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Related to Rights Plan Matters

  • Transitional Matters (a) From and after Closing, Sellers shall retain full right and authority to use, enforce, pursue remedies and take actions with respect to any of the Excluded Assets.

  • Reorganization Matters (a) The Chapter 11 Cases were commenced on the Petition Date in accordance with applicable law and notice thereof as well as notice of (x) the motion seeking approval of the Loan Documents and the Interim Order and Final Order, and (y) the hearing for the approval of the Interim Order, and (z) the hearing for the approval of the Final Order, in each case was properly given in accordance with applicable law.

  • Company Matters (a) Without the written consent of Lender previously obtained, Borrower shall not, and shall not allow any of its Subsidiaries to:

  • Litigation Matters If the FDIC Party and the Assuming Institution do not agree to submit the Dispute Item to arbitration, the Dispute Item may be resolved by litigation in accordance with Federal or state law, as provided in Section 13.10 of the Purchase and Assumption Agreement. Any litigation shall be filed in a United States District Court in the proper district.

  • Certain Additional Matters (a) Any arbitration award shall be a bare award limited to a holding for or against a party and shall be without findings as to facts, issues or conclusions of law (including with respect to any matters relating to the validity or infringement of patents or patent applications) and shall be without a statement of the reasoning on which the award rests, but must be in adequate form so that a judgment of a court may be entered thereupon. Judgment upon any arbitration award hereunder may be entered in any court having jurisdiction thereof.

  • Section 16 Matters Prior to the Effective Time, the Company shall take all such steps as may be required to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities with respect to such shares) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement by each director or officer of the Company who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to the Effective Time.

  • Transition Matters The Consultant shall render such ------------------ services to Purchaser as the Consultant and the President of the Purchaser (or his designee) shall mutually agree with respect to (i) Purchaser and Company business matters relating to the transition period prior to and following the Merger and (ii) integration of the business of the Company with the business of Purchaser.

  • Capital Stock Matters The Common Stock conforms in all material respects to the description thereof contained in the Prospectus. All of the issued and outstanding shares of Common Stock have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with federal and state securities laws. None of the outstanding shares of Common Stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in all material respects in the Prospectus. The description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Prospectus accurately and fairly presents in all material respects the information required to be shown with respect to such plans, arrangements, options and rights.

  • Ownership, Voting Rights, Duties This Agreement shall not affect in any way the ownership, voting rights or other rights or duties of Purchaser, except as specifically provided herein.

  • Certain Matters Any provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement to indemnify Indemnitee on account of any proceeding with respect to (i) remuneration paid to Indemnitee if it is determined by final judgment or other final adjudication that such remuneration was in violation of law (and, in this respect, both the Company and Indemnitee have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication, as indicated in Section 10(d) below); (ii) a final judgment rendered against Indemnitee for an accounting, disgorgement or repayment of profits made from the purchase or sale by Indemnitee of securities of the Company against Indemnitee or in connection with a settlement by or on behalf of Indemnitee to the extent it is acknowledged by Indemnitee and the Company that such amount paid in settlement resulted from Indemnitee’s conduct from which Indemnitee received monetary personal profit, pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended, or other provisions of any federal, state or local statute or rules and regulations thereunder; (iii) a final judgment or other final adjudication that Indemnitee’s conduct was in bad faith, knowingly fraudulent or deliberately dishonest or constituted willful misconduct (but only to the extent of such specific determination); or (iv) on account of conduct that is established by a final judgment as constituting a breach of Indemnitee’s duty of loyalty to the Company or resulting in any personal profit or advantage to which Indemnitee is not legally entitled. For purposes of the foregoing sentence, a final judgment or other adjudication may be reached in either the underlying proceeding or action in connection with which indemnification is sought or a separate proceeding or action to establish rights and liabilities under this Agreement.

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