Termination of Shareholder Rights Plan Sample Clauses

Termination of Shareholder Rights Plan. The Corporation agrees to take all necessary actions as soon as possible, including seeking Favourable Shareholder Consent, to terminate the Shareholder Rights Plan and to redeem all rights issued thereunder.
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Termination of Shareholder Rights Plan. The Company shall coordinate with Nipsco the timing of the redemption of the common share purchase rights issued pursuant to the Shareholder Rights Plan Agreement, but such redemption shall take place in any event before the Effective Time.
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Termination of Shareholder Rights Plan. In connection with the combination, Kinross will ask its shareholders to terminate the Corporation's shareholder rights plan (the "Plan"). The Plan was adopted by the Board of Directors and made effective on November 3, 2000. The purpose of the Plan is to provide the Board of Directors with sufficient time to explore and develop initiatives for increasing shareholder value if a take-over bid is made for the Corporation and to provide every shareholder with an equal opportunity to participate in such bid. Under the Plan, one right is attached to each Common Share. Each right permits the holder to acquire Common Shares at a substantial discount to the market price. The rights become separable from Common Shares and exercisable only in specified circumstances. The Plan has a term of three years and will expire on November 3, 2003, unless the rights are earlier redeemed. The termination of the Plan is necessary to ensure that Canadian holders of TVX common shares and Echo Bay common shares are able to receive tax deferred "roll-over" and adjusted cost base flow-through treatment in connection with the arrangement. The Board of Directors believes that the termination of the Plan will constitute an important inducement to Canadian holders of TVX common shares and Echo Bay common shares to approve the combination. This has particular relevance with respect to Newmont Mining Corporation of Canada Limited ("Newmont Canada"), which beneficially owns approximately 45.3% of Echo Bay's outstanding common shares. Pursuant to a lock-up agreement dated June 10, 2002, as amended as of November 19, 0000, Xxxxxxx Xxxxxx has agreed to vote these shares in favour of Echo Bay's participation in the arrangement. However, the lock-up agreement may be terminated if Kinross' shareholders do not authorize the termination of the Plan at the Meeting and the arrangement cannot otherwise be structured as a tax deferred rollover under Canadian law. The arrangement is not conditional upon the approval by the Kinross shareholders of the termination of the Plan. However, the arrangement must be approved by 66 2/3% of the shareholders of each of TVX and Echo Bay. In the event that the Plan is not terminated, the likelihood of obtaining the necessary approval of the arrangement from the TVX shareholders and the Echo Bay shareholders may be jeopardized. THE BOARD OF DIRECTORS BELIEVES THAT THE BENEFITS TO BE PROVIDED BY TERMINATION OF THE PLAN OUTWEIGH THE DISADVANTAGE TO THE CORPORATION OF NO...
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Termination of Shareholder Rights Plan. The Shareholder Rights Plan shall have been terminated, all Rights issued thereunder shall have been redeemed, no “Flip-In Event” (as that term is defined in the Shareholder Rights Plan) shall have occurred, and no shares of Company Preferred Stock shall have been issued or be issuable thereunder, and Company shall have delivered to Parent written evidence of the same reasonably satisfactory to Parent.
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Related to Termination of Shareholder Rights Plan

  • No Shareholder Rights Until Exercise Except as expressly provided herein, this Warrant does not entitle Holder to any voting rights or other rights as a shareholder of Company prior to the exercise hereof.

  • Shareholder Rights Plan No claim will be made or enforced by the Company or, with the consent of the Company, any other Person, that any Purchaser is an “Acquiring Person” under any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents or under any other agreement between the Company and the Purchasers.

  • Stockholder Rights Plan No claim will be made or enforced by the Company or, with the consent of the Company, any other Person, that any Purchaser is an “Acquiring Person” under any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents or under any other agreement between the Company and the Purchasers.

  • Termination of Shareholders Agreement Each of the Parties agrees that upon the Closing, the Shareholders’ Agreement shall be, without any further action required by any Party, terminated immediately, in its entirety and shall be of no further force or effect, including without limitation, each of the provisions of Section 8.3 thereof.

  • Stockholder Rights Plans If the Company has a stockholder rights plan in effect upon conversion of the Notes, each share of Common Stock, if any, issued upon such conversion shall be entitled to receive the appropriate number of rights, if any, and the certificates representing the Common Stock issued upon such conversion shall bear such legends, if any, in each case as may be provided by the terms of any such stockholder rights plan, as the same may be amended from time to time. However, if, prior to any conversion of Notes, the rights have separated from the shares of Common Stock in accordance with the provisions of the applicable stockholder rights plan, the Conversion Rate shall be adjusted at the time of separation as if the Company distributed to all or substantially all holders of the Common Stock Distributed Property as provided in Section 14.04(c), subject to readjustment in the event of the expiration, termination or redemption of such rights.

  • Shareholder Rights Plans If the Company has a shareholder rights plan in effect upon conversion of the Notes, each share of Common Stock, if any, issued upon such conversion shall be entitled to receive the appropriate number of rights, if any, and the certificates representing the Common Stock issued upon such conversion shall bear such legends, if any, in each case as may be provided by the terms of any such shareholder rights plan, as the same may be amended from time to time. However, if, prior to any conversion of Notes, the rights have separated from the shares of Common Stock in accordance with the provisions of the applicable shareholder rights plan, the Conversion Rate shall be adjusted at the time of separation as if the Company distributed to all or substantially all holders of the Common Stock Distributed Property as provided in Section 14.05(c), subject to readjustment in the event of the expiration, termination or redemption of such rights.

  • Status of Shares; Limitation of Shareholder Liability Shares shall be deemed to be personal property giving Shareholders only the rights provided in this Declaration. Every Shareholder, by virtue of having acquired a Share, shall be held expressly to have assented to and agreed to be bound by the terms of this Declaration and to have become a party hereto. No Shareholder shall be personally liable for the debts, liabilities, obligations and expenses incurred by, contracted for, or otherwise existing with respect to, the Trust or any Series. The death, incapacity, dissolution, termination or bankruptcy of a Shareholder during the existence of the Trust shall not operate to terminate the Trust, nor entitle the representative of any such Shareholder to an accounting or to take any action in court or elsewhere against the Trust or the Trustees, but entitles such representative only to the rights of such Shareholder under this Trust. Ownership of Shares shall not entitle the Shareholder to any title in or to the whole or any part of the Trust Property or right to call for a partition or division of the same or for an accounting, nor shall the ownership of Shares constitute the Shareholders as partners. Neither the Trust nor the Trustees shall have any power to bind any Shareholder personally or to demand payment from any Shareholder for anything, other than as agreed by the Shareholder. Shareholders shall have the same limitation of personal liability as is extended to shareholders of a private corporation for profit incorporated in the State of Delaware. Every written obligation of the Trust or any Series shall contain a statement to the effect that such obligation may only be enforced against the assets of the appropriate Series or all Series; however, the omission of such statement shall not operate to bind or create personal liability for any Shareholder or Trustee.

  • Shareholder Rights With respect to the foreign securities held pursuant to this Section 4, the Custodian will use reasonable commercial efforts to facilitate the exercise of voting and other shareholder rights, subject always to the laws, regulations and practical constraints that may exist in the country where such securities are issued. The Fund acknowledges that local conditions, including lack of regulation, onerous procedural obligations, lack of notice and other factors may have the effect of severely limiting the ability of the Fund to exercise shareholder rights.

  • Termination of Rights as Stockholder If any of the Shares are forfeited in accordance with this Section 3, then after such time the Subscriber (or successor in interest), shall no longer have any rights as a holder of such forfeited Shares, and the Company shall take such action as is appropriate to cancel such forfeited Shares.

  • Stockholder Rights The holder of this option shall not have any stockholder rights with respect to the Option Shares until such person shall have exercised the option, paid the Exercise Price and become a holder of record of the purchased shares.

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