Specified Exceptions. Notwithstanding anything in this Agreement to the contrary, (i) no Person shall become an Acquiring Person or shall be deemed to have become an Acquiring Person, (ii) no Person shall be deemed to have acquired Beneficial Ownership of any securities of the Company, (iii) no Distribution Date or consolidation or merger shall occur or be deemed to have occurred, and (iv) no other event or occurrence resulting in a triggering of rights of holders of Rights, or of obligations of the Company (including, without limitation, any obligation to issue Rights Certificates or to provide notice to holders of Rights), under the Rights Agreement shall occur or be deemed to have occurred, in each case by reason of (A) the approval, adoption, execution, delivery or performance or, if approved by the Board of Directors of the Company, amendment, modification or waiver of the Agreement and Plan of Merger and Reorganization by and among the Company, Matrix Merger Sub, Inc., and MedAvail, Inc., dated as of June 30, 2020 (as may be amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), (B) the approval, execution, delivery or performance or, if approved by the Board of Directors of the Company, amendment, modification or waiver of the Voting Agreement (as defined in the Merger Agreement), (C) the consummation of the Merger (as defined in the Merger Agreement) or any other transaction contemplated by the Merger Agreement or the Voting Agreement or (D) the public announcement of any of the foregoing.”
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Samples: Rights Agreement (Myos Rens Technology Inc.), Rights Agreement
Specified Exceptions. Notwithstanding anything in this Agreement to the contrary, (i) no Person shall become an Acquiring Person or shall be deemed to have become an Acquiring Person, (ii) no Person shall be deemed to have acquired Beneficial Ownership of any securities of the Company, (iii) no Distribution Date or consolidation or merger Business Combination shall occur or be deemed to have occurred, occurred and (iv) no other event or occurrence resulting in a triggering of rights of holders of Rights, or of obligations of the Company (including, without limitation, any obligation to issue Rights Certificates or to provide notice to holders of Rights), under the Rights Agreement shall occur or be deemed to have occurred, in each case by reason of (A) the approval, adoption, execution, delivery or performance or, if approved by the Board of Directors of the Company, amendment, modification or waiver of the Agreement and Plan of Merger and Reorganization by and among the Company, Matrix Merger Sub, Inc., and MedAvail, Inc., dated as of June 30, 2020 (as may be amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), (B) the approval, execution, delivery or performance or, if approved by the Board of Directors of the Company, amendment, modification or waiver of the Voting Agreement (as defined in the Merger Agreement), (C) the consummation of the Merger (as defined in the Merger Agreement) or any other transaction contemplated by the Merger Agreement or the Voting Agreement or (D) the public announcement of any of the foregoing.”
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Specified Exceptions. Notwithstanding anything in this Agreement to the contrary, (i) no Person shall become an Acquiring Person or shall be deemed to have become an Acquiring Person, (ii) no Person shall be deemed to have acquired Beneficial Ownership of any securities Distribution Date, Stock Acquisition Date, Triggering Event, event described in Section 11(a)(ii) of the Company, (iii) no Distribution Date Agreement or consolidation or merger event described in Section 13 of the Agreement shall occur or be deemed to have occurred, occurred and (iviii) no other event or occurrence resulting in a triggering of rights of holders of Rights, or of obligations of the Company (including, without limitation, any obligation to issue Rights Certificates or to provide notice to holders of Rights), under the Rights Agreement shall occur or be deemed to have occurred, in each case by reason of (A) the approval, adoption, execution, delivery or performance or, if approved by the Board of Directors of the Company, amendment, modification or waiver of the Agreement and Plan of Merger and Reorganization by and among the Company, Matrix Merger Sub, Inc., and MedAvail, Inc.Merger, dated as of June 30May 1, 2020 2012 (as may be amended, restated, supplemented or otherwise modified amended from time to time, the “Merger Agreement”), by and among the Company, LD Commodities Sugar Holdings LLC, a Delaware limited liability company (“Parent”), and Xxxxx Xxxxxxx Commodities Subsidiary Inc., a Texas corporation and wholly owned subsidiary of Parent, (B) the approval, execution, execution and delivery or performance or, if approved by the Board of Directors Company of the CompanyMerger Agreement or any amendment thereto, amendment, modification or waiver (C) the execution and delivery of the Voting any Stockholder Tender Agreement (as defined in the Merger Agreement), (CD) the consummation transactions contemplated by the Merger Agreement, including, without limitation, the Offer, the purchase of shares of Common Stock pursuant to the Offer, the issuance and purchase of Top-Up Option Shares and the Merger (as each such term is defined in the Merger Agreement), (E) or any other transaction the transactions contemplated by the Merger Agreement or the Voting any Stockholder Tender Agreement or (DF) the public announcement of any of the foregoing.”
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