Sherxxx Sample Clauses

Sherxxx. Xxxxxxxx xx acquired in a merger or other business combination by an Acquiring Person and Sherxxx-Xxxxxxxx xx not the surviving corporation, (2) an Acquiring Person merges with Sherxxx-Xxxxxxxx xxx Sherxxx-Xxxxxxxx xx the surviving corporation, but its shares of Common Stock are changed or exchanged, or (3) fifty percent (50%) or more of its assets or earning power are sold to an Acquiring Person, then each of the Rights will "flip-over" and will entitle the holder to purchase that number of shares of common or other capital stock of the acquiring entity which at the time of such transaction would have a market value of two times the Purchase Price (or, under certain circumstances, an amount of cash equal to two times such Purchase Price). Upon the occurrence of any such event (or the Distribution Date, if earlier), Rights held by the Acquiring Person (from and after the date upon which the Acquiring Person became such) engaging in the transactions set forth in the preceding sentence shall become null and void and nontransferable. At any time after a person or group of affiliated persons becomes an Acquiring Person and until any person or group of affiliated persons beneficially owns 50% or more of the then-outstanding Common Stock, the Board of Directors may exchange all or part of the then-outstanding Rights for shares of Common Stock at an exchange ratio of one share of Common Stock per one Right. In such event, the right to exercise the Rights terminates and the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Stock equal to the number of such Rights held by such holder multiplied by the exchange ratio. The Purchase Price and the number of shares of Preferred Stock or Common Stock (or common shares of an acquiror) to be purchased or received upon exercise or exchange of the Rights are subject to adjustment from time to time. The Board of Directors may redeem the Rights in whole, but not in part, at a price of $.005 per Right (the "Redemption Price") at any time prior to the earlier of: (1) the first date of public announcement by Sherxxx-Xxxxxxxx xxxt an Acquiring Person has become an Acquiring Person; or (2) April 22, 2007 (the "Final Expiration Date"). The terms of the Rights are set forth in a Rights Agreement between Sherxxx-Xxxxxxxx xxx KeyBank National Association (the "Rights Agent"). Prior to the date the Rights cease to be redeemable, the provisions of the Rights Agreement may be supplemented...

Sherxxx. Xxerxxx xxxognizes that immediately following the Closing Date, the current stockholders of the Company will own a substantial interest in the Parent.