Shareholders’ Rights Agreement. Neither the Company nor any of its Subsidiaries has adopted, or intends to adopt, a shareholders’ rights agreement or any similar plan or agreement which limits or impairs the ability to purchase, or become the direct or indirect beneficial owner of, Common Shares or any other equity or debt securities of the Company or any of its Subsidiaries.
Shareholders’ Rights Agreement. On or prior to the Closing, the Shareholders Rights Agreement shall have been amended as set forth in Exhibit B hereto.
Shareholders’ Rights Agreement. The Company does not currently have, and does not intend to adopt, a shareholders rights agreement, “poison pill” or any similar plan or agreement which limits or impairs the ability to purchase, or become the direct or indirect beneficial owner of, shares or any other equity or debt securities of the Company.
Shareholders’ Rights Agreement. The Company shall have executed and delivered to each Purchaser a signature page to the Shareholders Rights Agreement, which shall remain in full force and effect.
Shareholders’ Rights Agreement. Neither Foamix nor the Foamix Subsidiary has adopted, or intends to adopt, a shareholders’ rights agreement or any similar plan or agreement which limits or impairs the ability to purchase, or become the direct or indirect beneficial owner of, shares or any other equity or debt securities of Foamix or the Foamix Subsidiary.
Shareholders’ Rights Agreement. Not later than the 10th day next following the Annual Meeting, the Company shall amend the Rights Agreement dated as of June 6, 2001 between ADG and Mellon Investor Services, LLC (the "RIGHTS AGREEMENT") to (x) change the definition of "Acquiring Person" to increase the "Beneficial Ownership" (as such term is defined in the Rights Agreement) threshold referenced therein from 15% to 20%; and (y) include a three-year independent director evaluation (TIDE) provision therein, which shall provide, in general, that no less often than every three (3) years and prior to the occurrence of any "Distribution Date" (as such term is defined in the Rights Agreement), a committee of independent outside directors (none of whom are current or former employees of the Company) shall determine whether the Rights Agreement or any of the material terms thereof is in the best interests of the Company's stockholders and, if such determination is not so made, then the Company shall promptly terminate or modify the terms of the Rights Agreement, as deemed appropriate. The first such review and determination shall take place no later than January 31, 2008.
Shareholders’ Rights Agreement. The Buyer and Seller shall have entered into a Shareholder's Rights Agreement, on terms reasonably acceptable to Seller, which agreement shall include, but not be limited to, the following provisions: (i) at such time as there is an initial public offering ("IPO") of the Buyer's Shares, the Buyer will utilize its best efforts to provide Seller with freely tradable shares within one (1) year of such IPO; (ii) the Buyer will use its best efforts to give Seller the right to participate in any secondary offering, based upon Seller's percentage ownership in the Buyer; (iii) in the event of a change in control of the Buyer, Seller will be offered the opportunity to sell its shares on the same valuation as the holders of the majority of the Buyer's shares; and (iv) in the event that there is neither an IPO nor a change in control of the Buyer within five (5) years of the Closing Date, Seller will be permitted to put its shares to the Buyer for cash, and the Buyer will be permitted to call Seller's shares in the Buyer for cash.
Shareholders’ Rights Agreement. Each of the Investors shall have entered into the Amended Shareholders Rights Agreement.
Shareholders’ Rights Agreement. 4.1 Upon approval of the Plan of Reorganization but in any event not later than the Effective Time, the Holding Company shall adopt and enter into a shareholders' rights agreement which shall be, in form and substance, acceptable to and approved by the Board of Directors of the Bank (the "HC Agreement").
4.2 The HC Agreement shall contain terms, covenants, and conditions which shall be as nearly identical as possible to the terms, covenants, and conditions contained in that certain Shareholders' Rights Agreement between the Bank and Chemical Mellon Shareholder Services, LLC dated May 10, 1996 (the "NSS-Chemical Agreement"), a copy of which is required to be furnished to the Holding Company not later than ten days after the Annual Meeting.
4.3 At the Effective Time, the Bank shall, without any further action by the Bank or Holding Company, assign all right, title and interest, in the NSS-Chemical Agreement to the Holding Company and the Holding Company shall accept such assignment and become the Bank's successor-in-interest to the NSS-Chemical Agreement.
4.4 At the Effective Time, the Holding Company shall, in connection with its acquisition of all issued and outstanding shares of Bank Common Stock and without any further action by the Holding Company or by the shareholders of the Bank, acquire and become the holder of all Rights (as defined in the "NSS-Chemical Agreement") issued as a dividend distribution to holders of Bank Common Stock under the NSS-Chemical Agreement. Thereafter, the Holding Company shall terminate the NSS-Chemical Agreement and retire and extinguish all such Rights acquired by it thereunder.
4.5 At the Effective Time, the Holding Company shall, without any further action by it or by the Bank, declare a dividend distribution to holders of Holding Company Common Stock entitling such holders to a "Holding Company Right" (as defined in the HC Agreement) in an amount and under such terms and conditions as are prescribed in the HC Agreement.
4.6 At the Effective Time, Holders of Bank Common Stock shall, automatically and by operation of law, cease to own such Rights issued under the NSS-Chemical Agreement and, in substitution therefor, shall, automatically and by operation of law, be granted an equal number of Holding Company Rights.
4.7 Holding Company Rights shall be automatically traded with Holding Company Common Stock subject to the terms and conditions of the HC Agreement.
Shareholders’ Rights Agreement. The Shareholders Rights Agreement between the Company and the rights agent party thereto constitutes a valid and binding agreement of each such party enforceable against each such party in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in proceeding in equity or at law); and when issued in accordance with the terms of the Shareholders Rights Agreement, the preferred stock purchase rights constitute valid and binding obligations of the Company, and the Registration Statement, the General Disclosure Package and the Prospectus contain a summary of the terms of the Shareholders Rights Agreement, which summary is accurate and fair in all material respects.
