Common use of Suspension of Exercisability Clause in Contracts

Suspension of Exercisability. 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 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.)

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Suspension of Exercisability. Notwithstanding any provisions in this Agreement to the contrary, to 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 (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 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. Notwithstanding any provisions in this Agreement to the contrary, to 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.. 5.11

Appears in 1 contract

Samples: Shareholder Protection Rights Agreement (Intelligroup Inc)

Suspension of Exercisability. 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 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. Notwithstanding any provisions in this Agreement to the contrary, to 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; provided that nothing in this Section 5.10 shall affect the rights and obligations of the Rights Agent pursuant to the other terms of this Agreement (including under Section 4.1(b)).

Appears in 1 contract

Samples: Stockholder Protection Rights Agreement (Morgans Hotel Group Co.)

Suspension of Exercisability. Notwithstanding any provisions in this Agreement to the contrary, to 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 (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 (Hcia Inc)

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Suspension of Exercisability. Notwithstanding any provisions in this Agreement to the contrary, to 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. Notwithstanding any provisions in this Agreement to the contrary, to 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 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. Notwithstanding any provisions in this Agreement to the contrary, to 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 (with prompt written notice to the Rights Agent) 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: Protection Rights Agreement (Allegheny Energy Inc)

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