Shareholders Rights Agreement Sample Contracts

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Standard Contracts

FORM OF SHAREHOLDERS RIGHTS AGREEMENT Between ICON ENERGY CORP. and COMPUTERSHARE TRUST COMPANY, N.A. as Rights Agent Dated as of [___], 2024
Shareholders Rights Agreement • May 14th, 2024 • Icon Energy Corp • Deep sea foreign transportation of freight • New York

The date when the Rights become exercisable is the "Distribution Date." Until that date, the Common Shares certificates (or, in the case of uncertificated shares, by notations in the book-entry account system) will also evidence the Rights, and any transfer of Common Shares will constitute a transfer of Rights. After that date, the Rights will separate from the Common Shares and be evidenced by book-entry credits or by Rights certificates that the Company will mail to all eligible holders of Common Shares. Any Rights held by an Acquiring Person are null and void and may not be exercised.

EXHIBIT 4.2
Shareholders' Rights Agreement • August 14th, 2003 • Tweeter Home Entertainment Group Inc • Retail-radio, tv & consumer electronics stores • Delaware
DISPLAYTECH, INC. AMENDED AND RESTATED SHAREHOLDERS' RIGHTS AGREEMENT
Shareholders' Rights Agreement • September 3rd, 2004 • Displaytech Inc • Semiconductors & related devices • Colorado

This Amended and Restated Shareholders' Rights Agreement (this "Agreement") is made as of July 30, 2001, by and among Displaytech, Inc., a Colorado corporation (the "Company"), and the persons and entities listed as Investors in the signature section at the end of this Agreement (the "Investors").

AMENDED AND RESTATED SHAREHOLDERS RIGHTS AGREEMENT
Shareholders Rights Agreement • April 19th, 2011 • Seaspan CORP • Deep sea foreign transportation of freight • New York
SHAREHOLDERS RIGHTS AGREEMENT
Shareholders Rights Agreement • September 2nd, 2022 • Nayax Ltd. • Services-prepackaged software

This Shareholders Rights Agreement (this “Agreement”) is made and entered into as of March 9, 2021 by and among (1) Amir Nechmad, an Israeli resident, Israeli ID no. ***, having his address at ***, Israel, E-mail: ***; (2) Yair Nechmad (“Yair”), an Israeli resident, Israeli ID no. ***, having his address at ***, Israel, E-mail: ***; (3) Yair Nechmad Ltd., a company organized under the laws of the State of Israel, company number 51-486655-7, having its registered office at ***, Israel, E-mail: *** (“Yair Ltd”; for the purposes of this Agreement, Yair and Yair Ltd. shall be considered one shareholder); and (4) David Ben-Avi, an Israeli resident, Israeli ID no. ***, having his address at ***, Israel, E-mail: *** (each, a “Shareholder” and, together, the “Shareholders”)

SOHU.COM LIMITED. AND THE BANK OF NEW YORK MELLON SHAREHOLDERS’ RIGHTS AGREEMENT
Shareholders’ Rights Agreement • March 28th, 2019 • Sohu.com LTD • Services-computer processing & data preparation • New York

This Shareholder Rights Agreement (“Agreement”), is made between Sohu.com Limited, a Cayman Islands company (the “Company”), and The Bank of New York Mellon, a New York banking corporation, as Rights Agent (the “Rights Agent”), as of January 14, 2019.

RECITALS
Shareholders' Rights Agreement • August 31st, 2001 • Blue Sky Communications Inc • Florida
FORM OF SHAREHOLDERS RIGHTS AGREEMENT Dated as of [•] between EUROHOLDINGS LTD. and EQUINITI TRUST COMPANY, LLC, as Rights Agent
Shareholders Rights Agreement • January 7th, 2025 • Euroholdings Ltd. • Deep sea foreign transportation of freight • New York

This Shareholders Rights Agreement (this “Rights Agreement”) is made and entered into as of [•], by and between Euroholdings Ltd., a Marshall Islands company (the “Company”), and Equiniti Trust Company, LLC, as rights agent (the “Rights Agent”).

SHAREHOLDERS RIGHTS AGREEMENT
Shareholders Rights Agreement • March 9th, 2010 • Baltic Trading LTD • Deep sea foreign transportation of freight • New York

This Shareholders Rights Agreement (this “Agreement”) is made and entered into as of March 5, 2010, by and between Baltic Trading Limited, a Marshall Islands corporation (the “Company”), and Mellon Investor Services LLC (operating with the service name BNY Mellon Shareowner Services), a New Jersey limited liability company, as Rights Agent (the “Rights Agent”).

SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED. THESE REDACTED TERMS HAVE BEEN MARKED IN THIS EXHIBIT WITH THREE ASTERISKS [***].
Shareholders’ Rights Agreement • September 5th, 2023 • Fortress Investment Group LLC • Investment advice

THIS AMENDED AND RESTATED SHAREHOLDERS’ RIGHTS AGREEMENT (this “Agreement”) is made as of September 4, 2023, by and among CFIP CLYD (UK) Limited, a U.K. private limited company (“UKF”), and Celyad Oncology SA, a limited liability company incorporated and existing in the form of a naamloze vennootschap / société anonyme under Belgian law, having its registered office at Rue Edouard Belin 2, 1435 Mont-Saint-Guibert (Belgium) and registered with the Crossroads Bank for Enterprises under number 0891.118.115 (RLE Brabant Wallon) (the “Company”).

Shareholders Rights Agreement
Shareholders Rights Agreement • August 6th, 2019 • Chroma Ate Inc. • Optical instruments & lenses

This Shareholders Rights Agreement (this “Agreement”) is made and entered into as of February 11, 2019 (the “Effective Date”) by and amongst (a) Priortech Ltd. (“Priortech”), and (b) Chroma ATE Inc. (“Chroma”). Each of Priortech and Chroma may be referred to as a “Party” and collectively the “Parties”.

AMENDED AND RESTATED SHAREHOLDERS’ RIGHTS AGREEMENT
Shareholders’ Rights Agreement • July 10th, 2007 • Voltaire Ltd.

WHEREAS, the shareholders of the Company are parties to an amended and restated Shareholders’ Rights Agreement, dated February 1, 2007(the “Prior Agreement”); and

FIRST AMENDMENT TO SHAREHOLDERS RIGHTS AGREEMENT
Shareholders Rights Agreement • May 28th, 2010 • Euroseas Ltd. • Deep sea foreign transportation of freight • New York

FIRST AMENDMENT TO SHAREHOLDERS RIGHTS AGREEMENT, dated as of March 25, 2010 (the "Amendment") to the Shareholders Rights Agreement, dated as of May 18, 2009 (the "Rights Agreement"), between Euroseas Ltd., a Marshall Islands corporation (the "Company"), and American Stock Transfer and Trust Company, LLC, as rights agent (the "Rights Agent"). Terms used herein but not defined shall have the meaning assigned to them in the Rights Agreement.

TO THE FIRST AMENDED AND RESTATED SHAREHOLDERS RIGHTS AGREEMENT
Shareholders Rights Agreement • June 21st, 2019 • Performance Shipping Inc. • Deep sea foreign transportation of freight • New York

This Amendment No. 1 to the First Amended and Restated Shareholders Rights Agreement (this “Amendment No. 1”) is made and entered into as of June 11, 2019, by and between Performance Shipping Inc. (f/k/a Diana Containerships Inc.), an exempt Republic of the Marshall Islands company (the “Company”), and Computershare Trust Company, N.A., as Rights Agent (the “Rights Agent”). The effective date of this Amendment No. 1 shall be June 11, 2019. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Rights Agreement (as defined below).

AMENDED AND RESTATED SHAREHOLDERS RIGHTS AGREEMENT
Shareholders Rights Agreement • May 15th, 2008 • Negevtech Ltd. • Optical instruments & lenses

THIS AMENDED AND RESTATED SHAREHOLDERS RIGHTS AGREEMENT (the “Agreement”) is made as of July 20, 2007 by and among NEGEVTECH LTD., an Israeli corporation (the “Company”), and the individuals and entities identified in Schedule A annexed hereto, each hereinafter referred to individually as an “Investor” and, collectively, as the “Investors”.

FIRST AMENDMENT TO SHAREHOLDERS RIGHTS AGREEMENT
Shareholders Rights Agreement • February 17th, 2006 • Idaho General Mines Inc • Metal mining

REFERENCE IS MADE to that certain Shareholders Rights Agreement dated as of September 22, 2005 (the “Rights Plan”), between Idaho General Mines, Inc., an Idaho corporation (the “Corporation”), and Columbia Stock Transfer Company.

APPOINTMENT OF SUCCESSOR RIGHTS AGENT AND THIRD AMENDMENT TO SHAREHOLDERS RIGHTS AGREEMENT
Shareholders Rights Agreement • November 14th, 2006 • Idaho General Mines Inc • Metal mining

This Appointment of Successor Rights Agent and Third Amendment to Shareholder Rights Agreement among Idaho General Mines, Inc., an Idaho corporation (the “Company”), Columbia Stock Transfer Company (the “Columbia”) and Registrar and Transfer Company (the “Successor Rights Agent”) is entered into effective as of the date on which the last of the Company, Columbia and the Successor Rights Agent executes this Agreement as indicated on the signature pages hereto (the “Effective Date”).

FOURTH AMENDMENT TO SHAREHOLDERS RIGHTS AGREEMENT
Shareholders Rights Agreement • October 5th, 2007 • Idaho General Mines Inc • Metal mining

REFERENCE IS MADE to that certain Shareholders Rights Agreement dated as of September 22, 2005, as amended from time to time (the “Rights Plan”), between Idaho General Mines, Inc., an Idaho corporation (the “Company”), and Registrar and Transfer Company (the “Rights Agent”).

SECOND AMENDMENT TO SHAREHOLDERS RIGHTS AGREEMENT
Shareholders Rights Agreement • September 14th, 2006 • Idaho General Mines Inc • Metal mining

REFERENCE IS MADE to that certain Shareholders Rights Agreement dated as of September 22, 2005, as amended from time to time (the “Rights Plan”), between Idaho General Mines, Inc., an Idaho corporation (the “Company”), and Columbia Stock Transfer Company (the “Rights Agent”).

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FOURTH AMENDMENT TO SHAREHOLDERS RIGHTS AGREEMENT
Shareholders Rights Agreement • April 7th, 2017 • Euroseas Ltd. • Deep sea foreign transportation of freight • New York

FOURTH AMENDMENT TO SHAREHOLDERS RIGHTS AGREEMENT, dated as of December 22, 2016 (the "Amendment") to the Shareholders Rights Agreement, dated as of May 18, 2009, as amended (the "Rights Agreement"), between Euroseas Ltd., a Marshall Islands corporation (the "Company"), and American Stock Transfer and Trust Company, LLC, as rights agent (the "Rights Agent"). Terms used herein but not defined shall have the meaning assigned to them in the Rights Agreement.

AMENDMENT NO. 1 TO THE SHAREHOLDERS RIGHTS AGREEMENT Between GLOBUS MARITIME LIMITED
Shareholders Rights Agreement • January 30th, 2025 • Globus Maritime LTD • Deep sea foreign transportation of freight • New York

This Amendment No. 1 to the Shareholders Rights Agreement (this “Amendment”), dated as of January 30, 2025, is by and between Globus Maritime Limited, a Marshall Islands corporation (the “Company”), and Computershare Trust Company, N.A., as Rights Agent (the “Rights Agent”).

DISPLAYTECH, INC. AMENDED AND RESTATED SHAREHOLDERS' RIGHTS AGREEMENT AMENDMENT NO. 1
Shareholders' Rights Agreement • September 3rd, 2004 • Displaytech Inc • Semiconductors & related devices

This Amendment to the Amended and Restated Shareholders' Rights Agreement dated July 30, 2001 ("Agreement") is made as of April 9, 2002, by and among Displaytech, Inc., a Colorado corporation (the "Company") and the persons and entities listed as Investors in the signature section at the end of this Amendment (the "Investors").

BETWEEN
Shareholders Rights Agreement • March 10th, 2005 • Gulfwest Energy Inc • Crude petroleum & natural gas • Texas
DISPLAYTECH, INC. AMENDMENT NO. 2 TO THE SHAREHOLDERS' RIGHTS AGREEMENT
Shareholders' Rights Agreement • September 3rd, 2004 • Displaytech Inc • Semiconductors & related devices • Colorado

This Amendment No. 2 (the "Amendment") is made as of February 11, 2003, by and among Displaytech, Inc., a Colorado corporation (the "Company"), and the persons and entities listed as Investors on the signature pages hereto (the "Investors"), all of whom are parties to the Amended and Restated Shareholders' Rights Agreement, dated as of July 30, 2001, as amended by Amendment No. 1, dated as of April 9, 2002 (as so amended, the "Agreement").

SHAREHOLDERS’ RIGHTS AGREEMENT Between UNITED MARITIME CORPORATION and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Rights Agent Dated as of July 5, 2022
Shareholders' Rights Agreement • July 12th, 2022 • United Maritime Corp • Water transportation • New York

Exercisability. The Rights will not be exercisable until ten days after the public announcement that a person or group has become an “Acquiring Person” by obtaining beneficial ownership of 10% (15% in the case of a passive institutional investor) or more of the outstanding Common Shares.

Covenant.(x) Plan.(h)
Shareholders’ Rights Agreement • March 14th, 2016
FORM OF SHAREHOLDERS RIGHTS AGREEMENT By and between NTR ACQUISITION CO., NTR PARTNERS LLC and OCCIDENTAL PETROLEUM INVESTMENT CO. Dated _________________
Shareholders Rights Agreement • November 5th, 2007 • NTR Acquisition Co. • Blank checks • New York

This Shareholders Rights Agreement (this “Agreement”) is made and entered into as of the ______ day of __________, 200__ by and among NTR ACQUISITION CO, a Delaware corporation (the “Company”), NTR PARTNERS LLC, a Delaware limited liability company (“Partners”), the other signers of this Agreement (“Additional Holders”) and OCCIDENTAL PETROLEUM INVESTMENT CO., a California corporation (“Occidental”).

WAIVER, CONSENT AND FIRST AMENDMENT TO THE SHAREHOLDERS RIGHTS AGREEMENT
Shareholders Rights Agreement • December 10th, 2009 • Crimson Exploration Inc. • Crude petroleum & natural gas • Texas

This Waiver, Consent and First Amendment (this “Amendment”) to the Rights Agreement (as defined below), is made as of December 7, 2009 (the “Effective Date”) by OCM GW Holdings, LLC, a Delaware limited liability company (“OCM GW”), and acknowledged and agreed to by Crimson Exploration Inc. (successor to GulfWest Energy, Inc.), a Delaware corporation (the “Company”). Capitalized terms used but not otherwise defined herein shall have the meaning given to such terms in the Rights Agreement.

SECOND AMENDMENT TO SHAREHOLDERS RIGHTS AGREEMENT
Shareholders Rights Agreement • April 16th, 2014 • Genco Shipping & Trading LTD • Deep sea foreign transportation of freight • New York

This Second Amendment to Shareholders Rights Agreement (this “Amendment”) is made and entered into as of April 14, 2014, by and between Genco Shipping & Trading Limited, a Marshall Islands corporation (the “Company”), and Computershare Inc., as successor in interest to Mellon Investor Services LLC, a New Jersey limited liability company, as Rights Agent (the “Rights Agent”). Capitalized terms used but not defined in this Amendment have the respective meanings assigned to such terms in the Rights Agreement (as defined below).

AMENDMENT NO. 1 TO SHAREHOLDERS RIGHTS AGREEMENT
Shareholders Rights Agreement • February 2nd, 2009 • Seaspan CORP • Deep sea foreign transportation of freight • New York

This Amendment No. 1, dated as of January 30, 2009 (this “Amendment”), to the Shareholders Rights Agreement, dated as of August 8, 2005 (the “Agreement”), is entered into by and between Seaspan Corporation, a Marshall Islands corporation (the “Corporation”), and American Stock Transfer & Trust Company, as Rights Agent. Capitalized terms used in this Amendment that are not otherwise herein defined shall have the same meaning as set forth in the Agreement.

SHAREHOLDERS RIGHTS AGREEMENT
Shareholders Rights Agreement • August 11th, 2020 • New York

This Amendment No. 1, dated January 27, 2012 (this “Amendment No. 1”), to the Amended and Restated Shareholders Rights Agreement, dated April 19, 2011 (the “Rights Agreement”), is entered into by and between Seaspan Corporation, a Marshall Islands corporation (the “Corporation”), and American Stock Transfer & Trust Company, LLC, as Rights Agent (the “Rights Agent”). Capitalized terms used in this Amendment No. 1 that are not otherwise herein defined shall have the same meaning as set forth in the Rights Agreement.

FIRST AMENDMENT TO SHAREHOLDERS RIGHTS AGREEMENT
Shareholders Rights Agreement • October 24th, 2011 • Genco Shipping & Trading LTD • Deep sea foreign transportation of freight • New York

This First Amendment to Shareholders Rights Agreement (this “Amendment”) is made and entered into as of October 24, 2011, by and between Genco Shipping & Trading Limited, a Marshall Islands corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company, as Rights Agent (the “Rights Agent”). Capitalized terms used but not defined in this Amendment have the respective meanings assigned to such terms in the Rights Agreement (as defined below)

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