Common use of Suspension of Exercisability Clause in Contracts

Suspension of Exercisability. To the extent that the Company determines in good faith that some action will or need be taken pursuant to Section 3.1 or to comply with federal or state securities laws, the Company may suspend the exercisability of the Rights for a reasonable period in order to take such action or comply with such laws. In the event of any such suspension, the Company shall issue as promptly as practicable a public announcement stating that the exercisability or exchangeability of the Rights has been temporarily suspended. Notice thereof pursuant to Section 5.9 shall not be required. Failure to give a notice pursuant to the provisions of this Agreement shall not affect the validity of any action taken hereunder.

Appears in 37 contracts

Samples: Shareholder Protection Rights Agreement (Parker Hannifin Corp), Stockholder Protection Rights Agreement (Wilshire Enterprises Inc), Shareholder Protection Rights Plan (Itxc Corp)

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Suspension of Exercisability. To the extent that the Company determines in good faith that some action will or need be taken pursuant to Section 3.1 or to comply with federal or state securities laws, the Company may suspend the exercisability of the Rights for a ninety (90) days and any additional period that may be reasonable period in order to take such action or comply with such laws. In the event of any such suspension, the Company shall issue as promptly as practicable a public announcement stating that the exercisability or exchangeability of the Rights has been temporarily suspended. Notice thereof pursuant to Section 5.9 shall not be required. Failure to give a notice pursuant to the provisions of this Agreement shall not affect the validity of any action taken hereunder.

Appears in 14 contracts

Samples: Stockholder Protection Rights Agreement (Caretenders Health Corp), Shareholder Protection Rights Agreement (Headhunter Net Inc), Shareholder Protection Rights Agreement (Intermet Corp)

Suspension of Exercisability. To the extent that the Company determines in good faith that some action will or need be taken pursuant to Section 3.1 or to comply with federal or state securities laws, the Company may suspend the exercisability of the Rights for a reasonable period in order to take such action or comply with such laws. In the event of any such suspension, the Company shall issue as promptly as practicable a public announcement stating that the exercisability or exchangeability of the Rights has been temporarily suspended. Notice thereof pursuant to Section 5.9 shall not be required. Failure to give a notice pursuant to the provisions of this Agreement shall not affect the validity of any action taken hereunder.

Appears in 11 contracts

Samples: Shareholder Protection Rights Agreement (Forward Industries Inc), Shareholder Protection Rights Agreement (First of Long Island Corp), Shareholder Protection Rights Agreement (First of Long Island Corp)

Suspension of Exercisability. To the extent that the Company determines in good faith that some action will or need be taken pursuant to Section 2.3(g) or Section 3.1 or otherwise to comply with federal or state securities laws, the Company may suspend the exercisability of the Rights for a 90 days and any additional period that may be reasonable period in order to take such action or comply with such laws. In the event of any such suspension, the Company shall issue as promptly as practicable a public announcement stating that the exercisability or exchangeability of the Rights has been temporarily suspended. Notice thereof pursuant to Section 5.9 shall not be required. Failure to give a notice pursuant to the provisions of this Agreement shall not affect the validity of any action taken hereunder.

Appears in 8 contracts

Samples: Stockholder Protection Rights Agreement (LHC Group, Inc), Stockholder Protection Rights Agreement (LHC Group, Inc), Stockholder Protection Rights Agreement (Accredo Health Inc)

Suspension of Exercisability. To the extent that the Company ---------------------------- determines in good faith that some action will or need be taken pursuant to Section 2.3(g) or Section 3.1 or otherwise to comply with federal or state securities laws, the Company may suspend the exercisability of the Rights for a 90 days and any additional period that may be reasonable period in order to take such action or comply with such laws. In the event of any such suspension, the Company shall issue as promptly as practicable a public announcement stating that the exercisability or exchangeability of the Rights has been temporarily suspended. Notice thereof pursuant to Section 5.9 shall not be required. Failure to give a notice pursuant to the provisions of this Agreement shall not affect the validity of any action taken hereunder.

Appears in 6 contracts

Samples: Stockholder Protection Rights Agreement (Datastream Systems Inc), Shareholder Protection Rights Agreement (Global Payments Inc), Shareholder Protection Rights Agreement (Global Payments Inc)

Suspension of Exercisability. To the extent that the Company determines in good faith that some action will or need be taken pursuant to Section 3.1 or to comply with federal or state securities laws, the Company may suspend the exercisability of the Rights for a reasonable period in order to take such action or comply with such laws. In the event of any such suspension, the Company shall issue as promptly as practicable a public announcement stating that the exercisability or exchangeability of the Rights has been temporarily suspendedsuspended (with prompt written notice thereof to the Rights Agent). Notice thereof pursuant to Section 5.9 shall not be required. Failure to give a notice pursuant to the provisions of this Agreement shall not affect the validity of any action taken hereunder.

Appears in 5 contracts

Samples: Stockholder Protection Rights Agreement (Fuel Systems Solutions, Inc.), Stockholder Protection Rights Agreement (Impco Technologies Inc), Stockholder Protection Rights Agreement (Hershey Foods Corp)

Suspension of Exercisability. To the extent that the Company determines in good faith that some action will or need be taken pursuant to Section 3.1 or to comply with federal or state securities laws, the Company may suspend the exercisability of the Rights for a reasonable period in order to take such action or comply with such laws. In the event of any such suspension, the Company shall issue as promptly as practicable a public announcement with prompt written notice to the Rights Agent stating that the exercisability or exchangeability of the Rights has been temporarily suspended. Notice thereof pursuant to Section 5.9 shall not be required. Failure to give a notice pursuant to the provisions of this Agreement shall not affect the validity of any action taken hereunder.

Appears in 5 contracts

Samples: Stockholder Protection Rights Agreement (Acuity SpinCo, Inc.), Stockholder Protection Rights Agreement (Zep Inc.), Stockholder Protection Rights Agreement (Acuity Brands Inc)

Suspension of Exercisability. To the extent that the Company ---------------------------- determines in good faith that some action will or need be taken pursuant to Section 3.1 or to comply with federal or state securities laws, the Company may suspend the exercisability of the Rights for a reasonable period in order to take such action or comply with such laws. In the event of any such suspension, the Company shall issue as promptly as practicable a public announcement stating that the exercisability or exchangeability of the Rights has been temporarily suspended. Notice thereof pursuant to Section 5.9 shall not be required. Failure to give a notice pursuant to the provisions of this Agreement shall not affect the validity of any action taken hereunder.

Appears in 4 contracts

Samples: Stockholder Protection Rights Agreement (Roslyn Bancorp Inc), Stockholder Protection Rights Agreement (Lenox Bancorp Inc), Shareholder Protection Rights Plan (Lakeland Bancorp Inc)

Suspension of Exercisability. To the extent that the Company ---------------------------- determines in good faith that some action will or need be taken pursuant to Section 3.1 or to comply with federal or state securities laws, the Company may suspend the exercisability of the Rights for a ninety (90) days and any additional period that may be reasonable period in order to take such action or comply with such laws. In the event of any such suspension, the Company shall issue as promptly as practicable a public announcement stating that the exercisability or exchangeability of the Rights has been temporarily suspended. Notice thereof pursuant to Section 5.9 shall not be required. Failure to give a notice pursuant to the provisions of this Agreement shall not affect the validity of any action taken hereunder.

Appears in 3 contracts

Samples: Shareholder Protection Rights Agreement (PSS World Medical Inc), Shareholder Protection Rights Agreement (Premiere Technologies Inc), Shareholder Protection Rights Agreement (Atria Communities Inc)

Suspension of Exercisability. To the extent that the Company determines in good faith that some action will or need be taken pursuant to Section 3.1 or to comply with federal or state securities laws, the Company may suspend the exercisability of the Rights for a reasonable period in order to take such action or comply with such laws. In the event of any such suspension, the Company shall issue as promptly as practicable a public announcement stating that the exercisability or exchangeability of the Rights has been temporarily suspended. Notice thereof pursuant to Section Sec- tion 5.9 shall not be required. Failure to give a notice pursuant to the provisions of this Agreement shall not affect the validity of any action taken hereunder.

Appears in 2 contracts

Samples: Stockholder Protection Rights Agreement (Brinker International Inc), Stockholder Protection Rights Agreement (Brinker International Inc)

Suspension of Exercisability. To the extent that the Company determines in good faith that some action will or need be taken pursuant to Section 3.1 or to comply with federal or state securities laws, the Company may suspend the exercisability of the Rights for a reasonable period in order to take such action or comply with such laws. In the event of any such suspension, the Company shall issue as promptly as practicable a public announcement stating that the exercisability or exchangeability of the Rights has been temporarily suspended. Notice thereof pursuant to Section 5.9 shall not be required. Failure to give a notice pursuant to the provisions of this Agreement shall not affect the validity of any action taken hereunder.

Appears in 2 contracts

Samples: Shareholder Protection Rights Agreement (Zions Bancorporation /Ut/), Shareholder Protection Rights Agreement (Zions Bancorporation /Ut/)

Suspension of Exercisability. To the extent that the Company determines in good faith that some action will or need needs to be taken pursuant to Section 3.1 authorize any securities that it may choose to deliver upon exercise of Rights or to comply with federal or state securities laws, the Company may suspend the exercisability of the Rights for a reasonable period in order to take such action or comply with such laws. In the event of any such suspension, the Company shall issue as promptly as practicable a public announcement stating that the exercisability or exchangeability of the Rights has been temporarily suspended. Notice thereof pursuant to Section 5.9 5.11 shall not be required. Failure to give a notice pursuant to the provisions of this Agreement shall not affect the validity of any action taken hereunder.

Appears in 2 contracts

Samples: Stockholder Protection Rights Agreement (Vornado Operating Co), Stockholder Protection Rights Agreement (Vornado Operating Co)

Suspension of Exercisability. To Notwithstanding any provisions in this Agreement to the contrary, to the extent that the Company determines in good faith that some action will or need be taken pursuant to Section 3.1 or to comply with federal or state securities laws, the Company may suspend the exercisability of the Rights for a reasonable period in order to take such action or comply with such laws. In the event of any such suspension, the Company shall issue as promptly as practicable a public announcement (with prompt written notice to the Rights Agent) stating that the exercisability or exchangeability of the Rights has been temporarily suspended. Notice thereof pursuant to Section 5.9 shall not be required. Failure to give a notice pursuant to the provisions of this Agreement shall not affect the validity of any action taken hereunder.

Appears in 2 contracts

Samples: Stockholder Protection Rights Agreement (Ca, Inc.), Stockholder Rights Agreement (Raptor Pharmaceuticals Corp.)

Suspension of Exercisability. To the extent that the Company determines in good faith that some action will or need needs to be taken pursuant to Section 3.1 or to comply with federal or state securities laws, the Company may suspend the exercisability of the Rights for a reasonable period in order to take such action or comply with such laws. In the event of any such suspension, the Company shall issue as promptly as practicable a public announcement stating that the exercisability or exchangeability of the Rights has been temporarily suspended. Notice thereof pursuant to Section 5.9 shall not be required. Failure to give a notice pursuant to the provisions of this Agreement shall not affect the validity of any action taken hereunder.

Appears in 2 contracts

Samples: Shareholder Protection Rights Agreement (Vestcom International Inc), Shareholder Protection Rights Agreement (Vestcom International Inc)

Suspension of Exercisability. To the extent that the Company determines in good faith that some action will or need must be taken pursuant to Section 3.1 3.1(a), (b) or (c) or to comply with federal or state securities laws, the Company may suspend the exercisability of the Rights for a reasonable period of up to 90 days following the date of the occurrence of the Distribution Date or the Flip-in Date in order to take such the action or comply with such laws. In the event of any such suspension, the Company shall issue as promptly as practicable a public announcement stating that the exercisability or exchangeability of the Rights has been temporarily suspended. Notice thereof , but notice pursuant to Section 5.9 shall is not be required. Failure to give a notice pursuant to the provisions of this Agreement shall not affect the validity of any action taken hereunderpursuant to this Section 5.10.

Appears in 2 contracts

Samples: Rights Agreement (Atrion Corp), Rights Agreement (CBRL Group Inc)

Suspension of Exercisability. To the extent that the Company determines in good faith that some action will or need be taken pursuant to Section 3.1 or to comply with federal or state securities laws, the Company may suspend the exercisability exercis- ability of the Rights for a reasonable period in order to take such action or comply with such laws. In the event of any such suspension, the Company shall issue as promptly as practicable a public announcement stating that the exercisability or exchangeability of the Rights has been temporarily suspended. Notice thereof pursuant to Section 5.9 shall not be required. Failure to give a notice pursuant to the provisions of this Agreement shall not affect the validity of any action taken hereunder.

Appears in 2 contracts

Samples: Rights Agreement (First Midwest Bancorp Inc), Rights Agreement (First Midwest Bancorp Inc)

Suspension of Exercisability. To Notwithstanding any provisions in this Agreement to the contrary, to the extent that the Company determines in good faith that some action will or need be taken pursuant to Section 3.1 or to comply with federal or state securities laws, the Company may suspend the exercisability of the Rights for a reasonable period in order to take such action or comply with such laws. In the event of any such suspension, the Company shall issue as promptly as practicable a public announcement stating that the exercisability or exchangeability of the Rights has been temporarily suspended. Notice Written notice thereof pursuant to Section 5.9 shall not be required. Failure to give a notice pursuant promptly given to the provisions of this Agreement shall not affect the validity of any action taken hereunderRights Agent.

Appears in 2 contracts

Samples: Stockholder Protection Rights Agreement (Swift Transportation Co Inc), Stockholder Protection Rights Agreement (Swift Transportation Co Inc)

Suspension of Exercisability. To the extent that the Company determines in good faith that some action will or need be taken pursuant to Section 3.1 or to comply with federal or state securities laws, the Company may suspend the exercisability of the Rights for a reasonable period in order to take such action or comply with such laws. In the event of any such suspension, the Company shall issue as promptly as practicable a public announcement (with prompt written notice thereof to the Rights Agent) stating that the exercisability or exchangeability of the Rights has been temporarily suspended. Notice thereof pursuant to Section 5.9 shall not be required. Failure to give a notice pursuant to the provisions of this Agreement shall not affect the validity of any action taken hereunder.

Appears in 1 contract

Samples: Stockholder Protection Rights Agreement (Goldman Sachs Group Inc)

Suspension of Exercisability. To the extent that the Company determines in good faith that some action will or need be taken pursuant to Section 3.1 3.1(e) or to comply with federal or state securities laws, the Company may suspend the exercisability of the Rights for a reasonable period following the date of the occurrence of the Separation Time or the Distribution Date in order to take such action or comply with such laws. In the event of any such suspension, the Company shall issue as promptly as practicable a public announcement stating that the exercisability or exchangeability of the Rights has been temporarily suspended. Notice thereof pursuant to Section 5.9 shall not be required. Failure to give a notice pursuant to the provisions of this Agreement shall not affect the validity of any action taken hereunder.

Appears in 1 contract

Samples: Shareholder Rights Agreement (Progressive Bank Inc)

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Suspension of Exercisability. To the extent that the Company determines in good faith that some action will or need be taken pursuant to Section 3.1 4.1 or to comply with federal or state securities laws, the Company may suspend the exercisability of the Rights for a reasonable period in order to take such action or comply with such laws. In the event of any such suspension, the Company shall issue as promptly as practicable a public announcement stating that the exercisability or exchangeability of the Rights has been temporarily suspended. Notice thereof pursuant to Section 5.9 shall not be required. Failure to give a notice pursuant to the provisions of this Agreement shall not affect the validity of any action taken hereunder.

Appears in 1 contract

Samples: Stockholder Rights Agreement (Hcia Inc)

Suspension of Exercisability. To the extent that the Company ------------------------------ determines in good faith that some action will or need be taken pursuant to to Section 3.1 or to comply with federal or state securities laws, the Company may suspend the exercisability of the Rights for a reasonable period in order to take such action or comply with such laws. In the event of any such suspension, the Company shall issue as promptly as practicable a public announcement stating that the exercisability or exchangeability of the Rights has been temporarily suspended. Notice thereof pursuant to Section 5.9 shall not be required. Failure to give a notice pursuant to the provisions of this Agreement shall not affect the validity of any action taken hereunder.

Appears in 1 contract

Samples: Stockholder Protection Rights Agreement (Provident Bankshares Corp)

Suspension of Exercisability. To the extent that the Company determines in good faith that some action will or need be taken pursuant to Section 3.1 or to comply with federal or state securities laws, the Company may suspend the exercisability of the Rights for a ninety (90) days and any additional period that may be reasonable period in order to take such action or comply with such laws. In the event of any such suspension, the Company shall promptly give the Rights Agent written notice thereof and issue as promptly as practicable a public announcement stating that the exercisability or exchangeability of the Rights has been temporarily suspended. Notice thereof pursuant to Section 5.9 shall not be required. Failure to give a notice pursuant to the provisions of this Agreement shall not affect the validity of any action taken hereunder.

Appears in 1 contract

Samples: Shareholder Protection Rights Agreement (Astec Industries Inc)

Suspension of Exercisability. To the extent that the Company determines in good faith that some action will or need be taken pursuant to Section 3.1 or to comply with federal or state securities laws, the Company may suspend the exercisability of the Rights for a reasonable period in order to take such action or comply with such laws. In the event of any such suspension, the Company shall issue as promptly as practicable a public announcement stating that the exercisability or exchangeability of the Rights has been temporarily suspended. Notice thereof pursuant to Section 5.9 shall not be required. Failure to give a notice pursuant to the provisions provi sions of this Agreement shall not affect the validity of any action taken hereunder.

Appears in 1 contract

Samples: Shareholder Protection Rights Agreement (First Tennessee National Corp)

Suspension of Exercisability. To the extent that the Board of Directors of the Company determines in good faith that some action will or need be taken pursuant to Section 3.1 or to comply with federal or state securities laws, the Board of Directors of the Company may suspend the exercisability of the Rights for a reasonable period in order to take such action or comply with such laws. In the event of any such suspension, the Company shall issue as promptly as practicable a public announcement stating that the exercisability or exchangeability of the Rights has been temporarily suspended. Notice thereof pursuant to Section 5.9 5.10 shall not be required. Failure to give a notice pursuant to the provisions of this Agreement shall not affect the validity of any action taken hereunder.

Appears in 1 contract

Samples: Shareholder Protection Rights Agreement (St Joe Co)

Suspension of Exercisability. To the extent that the Company determines in good faith that some action will or need be taken pursuant to Section SECTION 3.1 or to comply with federal or state securities laws, the Company may suspend the exercisability of the Rights for a reasonable period in order to take such action or comply with such laws. In the event of any such suspension, the Company shall issue as promptly as practicable a public announcement stating that the exercisability or exchangeability of the Rights has been temporarily suspended. Notice thereof pursuant to Section SECTION 5.9 shall not be required. Failure to give a notice pursuant to the provisions of this Agreement shall not affect the validity of any action taken hereunder.

Appears in 1 contract

Samples: Stockholder Protection Rights Agreement (Hanover Capital Mortgage Holdings Inc)

Suspension of Exercisability. To the extent that the Company determines in good faith that some action will or need be taken pursuant to Section 3.1 or to comply with federal or state securities laws, the Company may suspend the exercisability of the Rights for a reasonable period in order to take such action or comply with such laws. In the event of any such suspension, the Company shall issue as promptly as practicable a public announcement stating that the exercisability or exchangeability of the Rights has been temporarily suspendedsuspended and shall simultaneously so notify the Rights Agent. Notice thereof pursuant to Section 5.9 shall not be required. Failure to give a notice pursuant to the provisions of this Agreement shall not affect the validity of any action taken hereunder.

Appears in 1 contract

Samples: Shareholder Protection Rights Agreement (International Flavors & Fragrances Inc)

Suspension of Exercisability. To the extent that the Company determines in good faith that some action will or need be taken pursuant to Section 3.1 or to comply with the Companies Act or United States federal or state securities laws, the Company may suspend the exercisability of the Rights for a reasonable period in order to take such action or comply with such laws. In the event of any such suspension, the Company shall issue as promptly as practicable a public announcement stating that the exercisability or exchangeability of the Rights has been temporarily suspended. Notice thereof pursuant to Section 5.9 shall not be required. Failure to give a notice pursuant to the provisions of this Agreement shall not affect the validity of any action taken hereunder.

Appears in 1 contract

Samples: Rights Agreement (Bank of Bermuda LTD)

Suspension of Exercisability. To Notwithstanding any provisions in this Agreement to the contrary, to the extent that the Company determines in good faith that some action will or need to be taken pursuant to Section 3.1 or to comply with federal or state securities laws, the Company may suspend the exercisability of the Rights for a reasonable period in order to take such action or comply with such laws. In the event of any such suspension, the Company shall issue as promptly as practicable a public announcement (with prompt written notice to the Rights Agent) stating that the exercisability or exchangeability of the Rights has been temporarily suspended. Notice thereof pursuant to Section 5.9 shall not be required. Failure to give a notice pursuant to the provisions of this Agreement shall not affect the validity of any action taken hereunder.

Appears in 1 contract

Samples: Stockholder Rights Agreement (General Moly, Inc)

Suspension of Exercisability. To the extent that the Company determines in good faith that some action will or need be taken pursuant to Section 3.1 or to comply with federal or state securities laws, the Company may suspend the exercisability of the Rights for a reasonable period in order to take such action or comply with such laws. In the event of any such suspension, the Company shall issue as promptly as practicable a public announcement (with prompt written notice thereof to the Rights Agent) stating that the exercisability or exchangeability of the Rights has been temporarily suspended. Notice thereof pursuant to Section 5.9 shall not be required. Failure to give a notice pursuant to the provisions of this Agreement shall not affect the validity of any action taken hereunder.

Appears in 1 contract

Samples: Stockholder Protection Rights Agreement (Goldman Sachs Group Inc)

Suspension of Exercisability. To the extent that the Company determines in good faith that some action will or need be taken pursuant to Section 3.1 or to comply with the Companies Act or United States federal or state securities laws, the Company may suspend the exercisability of the Rights for a reasonable period in order to take such action or comply with such laws. In the event of any such suspension, the Company shall issue as promptly as practicable a public announcement stating that the exercisability or exchangeability of the Rights has been temporarily suspended. Notice thereof pursuant to Section 5.9 5.10 shall not be required. Failure to give a notice pursuant to the provisions of this Agreement shall not affect the validity of any action taken hereunder.

Appears in 1 contract

Samples: Rights Agreement (MF Global Ltd.)

Suspension of Exercisability. To the extent that the Company determines in good faith that some action will or need be taken pursuant to Section 3.1 or to comply with federal any applicable law or state securities lawsany agreement or instrument in effect on the Stock Acquisition Date to which the Company is a party, the Company may suspend the exercisability and/or exchangeability of the Rights for a reasonable period in order to take such action or comply with such lawslaw, agreement or instrument. In the event of any such suspension, the Company shall issue as promptly as practicable a public announcement stating that the exercisability or and/or exchangeability of the Rights has been temporarily suspended. Notice thereof pursuant to Section 5.9 shall not be required. Failure to give a notice pursuant to the provisions of this Agreement shall not affect the validity of any action taken hereunder.

Appears in 1 contract

Samples: Stockholder Protection Rights Agreement (Allegheny Energy Inc)

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