Shareholders’ Rights Agreement. Neither the Seller nor any 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 of Seller Common Stock or any other equity or debt securities of the Seller 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. Each Purchaser shall have executed and delivered 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 Buyer, 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. The Company shall have terminated the existing Shareholders Rights Agreement dated June 13, 1995.
Shareholders’ Rights Agreement. The Company shall use its commercially reasonable efforts to terminate, as of immediately prior to the consummation of the Offer, the Shareholders' Rights Agreement dated as of May 22, 2000 between the Company, the Principal Shareholders and the other parties named on the signature pages thereof (the "Shareholders' Rights Agreement"), and the Company shall execute and deliver such agreements or certificates as Parent may reasonably request to further evidence the termination of the Shareholders' Rights Agreement. The Company hereby waives any rights that it may have under the Shareholders' Rights Agreement relating to the execution and delivery of the Merger Agreement and the Tender Agreements.
