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(a), (b), (d) or (e) or to comply with federal or state securities laws, the Company may suspend the exercisability of the Rights for a period of up to ninety (90) days following the date of the occurrence of the Separation Time or the Flip-in 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 5 contracts

Samples: Rights Agreement (Varian Inc), Rights Agreement (Varian Semiconductor Equipment Associates Inc), Rights Agreement (Varian 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(a), (b), (d) or (e) or to comply with federal or state securities laws, the Company may suspend the exercisability of the Rights for a period of up to ninety (90) days following the date of the occurrence of the Separation Time or the Flip-in 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 4 contracts

Samples: Rights Agreement (Amb Property Corp), Stockholder Protection Rights Agreement (Covad Communications Group Inc), Shareholder Protection Rights Agreement (Murfreesboro 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(a), (b), (d) or (e) or to comply with federal or state securities laws, the Company may suspend the exercisability of the Rights for a period of up to ninety (90) days following the date of the occurrence of the Separation Time or the Flip-in Date in order to take such action or comply with such laws. In the event of any such suspension, 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: Shareholder Protection Rights Agreement (Microtek Medical Holdings, Inc), Shareholder Protection Rights Agreement (Isolyser Co Inc /Ga/), Shareholder Protection Rights Agreement (Profit Recovery Group 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(a), (b), (d3.1(c) or (e) 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 ninety (90) days following the date of the occurrence of the Separation Time or the Flip-in 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 2 contracts

Samples: Shareholder Protection Rights Agreement (Mellon Bank Corp), Shareholder Protection Rights Agreement (Mellon Bank 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(a), (b), (d) or (e) or to comply with federal or state securities laws, the Company may suspend the exercisability of the Rights for a period of up to ninety (90) days following the date of the occurrence of the Separation Time or the Flip-in 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 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 2 contracts

Samples: Protection Rights Agreement (Covad Communications Group Inc), Protection Rights Agreement (Covad Communications 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(a), (b), (d) or (e) or to comply with federal or state securities laws, the Company may suspend the exercisability of the Rights for a period of up to ninety (90) days following the date of the occurrence of the Separation Time or the Flip-in 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 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 (Eastman Co)

Suspension of Exercisability. To the extent that the Company ---------------------------- determines in good faith that some action will or need to be taken pursuant to Section 3.1(a), (b), (d) or (e) or to comply with federal or state securities laws, the Company may suspend the exercisability exercis- ability of the Rights for a period of up to ninety (90) days following the date of the occurrence of the Separation Time or the Flip-in 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.. 5.11

Appears in 1 contract

Samples: Stockholder Protection Rights Agreement (Freeport McMoran Sulphur 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(a), (b), (d) or (e) or to comply with federal or state securities laws, the Company may suspend the exercisability of the Rights for a period of up to ninety (90) days following the date of the occurrence of the Separation Time or the Flip-in 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 Protection Rights Agreement (Murfreesboro Bancorp Inc)

Suspension of Exercisability. To the extent that the Company ---------------------------- determines in good faith that some action will or need to be taken pursuant to Section 3.1(a), (b), (d) or (e) or to comply with federal or state securities laws, the Company may suspend the exercisability of the Rights for a period of up to ninety (90) days following the date of the occurrence of the Separation Time or the Flip-in 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: Stockholder Protection Rights Agreement (Freeport McMoran Sulphur 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(a), (b), (d) or (eb) or to comply with federal or state securities laws, the Company may suspend the exercisability of the Rights for a period of up to ninety (90) days following the date of the occurrence of the Separation Time Distribution Date or the Flip-in 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: Rights Agreement (Shoneys Inc)

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