Amended and Restated Rights Plan Agreement definition

Amended and Restated Rights Plan Agreement has the meaning set forth in the recitals hereto;
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Amended and Restated Rights Plan Agreement has the meaning set forth in the preamble hereto; (e) “Amended and Restated Rights Plan” has the meaning set forth in the recitals hereto; (f) “annual cash dividend” shall mean cash dividends paid in any fiscal year of the Corporation to the extent that such cash dividends do not exceed, in the aggregate on a per share basis, in any fiscal year, the greatest of: (i) 200% of the aggregate amount of cash dividends, on a per share basis, declared payable by the Corporation on its Common Shares in its immediately preceding fiscal year; (ii) 300% of the arithmetic mean of the aggregate amounts of the cash dividends, on a per share basis, declared payable by the Corporation on its Common Shares in its three immediately preceding fiscal years; and (iii) 100% of the aggregate consolidated net income of the Corporation, before extraordinary items, for its immediately preceding fiscal year divided by the number of Common Shares outstanding as at the end of such fiscal year; (g) “Associate” shall mean, when used to indicate a relationship with a specified Person, a spouse of that Person, any Person of the same or opposite sex with whom that Person is living in a conjugal relationship outside marriage, a child of that Person or a relative of that Person if that relative has the same residence as that Person; (h) “Beneficial Owner”: a Person shall be deemed the “Beneficial Owner” of, and to have “Beneficial Ownership” of, and to “Beneficially Own”, (i) any securities as to which such Person or any of such Person’s Affiliates or Associates is the owner at law or in equity; (ii) any securities as to which such Person or any of such Person’s Affiliates or Associates has the right to become the owner at law or in equity upon the purchase, exercise, conversion or exchange of any Convertible Security or pursuant to any agreement, arrangement, pledge or understanding, whether or not in writing (in each case where such right is exercisable within a period of 60 days, whether or not on condition or on the happening of any contingency), other than pursuant to any: (A) customary agreements with and between the Corporation and underwriters and members of banking groups or selling groups with respect to a distribution of securities by the Corporation;
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Amended and Restated Rights Plan Agreement has the meaning set forth in the preamble hereto;
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Examples of Amended and Restated Rights Plan Agreement in a sentence

  • This Agreement replaces and supercedes the Amended and Restated Rights Plan Agreement and is effective and in full force and effect in accordance with its terms from and after the date hereof.

  • A summary of the Amended and Restated Rights Plan Agreement, including the key amendments made to the Original Rights Plan Agreement, is set forth under the section “Special business – Renewal of shareholder rights plan” beginning on page 58.

  • The Amended and Restated Rights Plan Agreement is effective and in full force and effect in accordance with its terms from and after March 14, 2002 and, is hereby amended and restated as set forth herein and is, as so amended and restated, ratified and confirmed by each of the parties hereto.

  • Amendment and Restatement The Amended and Restated Rights Plan Agreement is effective and in full force and effect in accordance with its terms from and after March 14, 2002 and, is hereby amended and restated as set forth herein and is, as so amended and restated, ratified and confirmed by each of the parties hereto.

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  • The Amended and Restated Rights Plan Agreement is effective and in full force and effect in accordance with its terms from and after May 4, 2011 and, is hereby amended and restated as set forth herein and is, as so amended and restated, ratified and confirmed by each of the parties hereto.

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  • The Amended and Restated Rights Plan Agreement contains limited amendments to the Original Rights Plan Agreement intended to reflect its renewal in the form of an amended and restated Original Rights Plan Agreement, to clarifycertain provisions and to reflect current market practice for a “new generation” rights plan, as well as amendments of an ancillary or housekeeping nature.

  • The Amended and Restated Rights Plan Agreement is consistent with the Amended Take-Over bid Rules (as defined below) and other features of new generation rights plans.

  • Like the Original Rights Plan Agreement, the Amended and Restated Rights Plan Agreement continues to take into account and addresses the guidelines of institutional investors and proxy advisory firms with respect to shareholder rights plans.


More Definitions of Amended and Restated Rights Plan Agreement

Amended and Restated Rights Plan Agreement means the amended and restated shareholder protection rights plan agreement entered into between our Company and Computershare Trust Company of Canada on March 4, 2015 and amended on May 14, 2018, assumed by Odyssey on June 20, 2023;
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Related to Amended and Restated Rights Plan Agreement

  • Amended and Restated Bylaws means the Amended and Restated Bylaws of the Fund in effect at the time the Registration Statement relating to the Preferred Shares is declared effective by the Securities and Exchange Commission, specifying the powers, preferences and rights of the Preferred Shares.

  • Amended and Restated Registration Rights Agreement has the meaning set forth in the Recitals.

  • Amended and Restated Credit Agreement has the meaning specified in the recitals to this Agreement.

  • Second Amended and Restated Credit Agreement shall have the meaning assigned to such term in the recitals of this Agreement.

  • Amendment and Restatement Agreement means the Amendment and Restatement Agreement, dated as of January 29, 2016, among the Borrowers, the Lenders party thereto and the Administrative Agent.

  • Amended and Restated Certificate of Incorporation means the Amended and Restated Certificate of Incorporation of the Company, as in effect as of the Effective Date.

  • Preferred Stock Purchase Agreement means the Preferred Stock Purchase Agreement, dated September 7, 2008, between the Company and the United States Department of the Treasury.

  • MCIP Agreement means the Agreement for the Development of a Joint County Industrial and Business Park (2010 Park) dated as of December 1, 2010, as amended, between the County and Xxxxxxxx County, South Carolina, as the same may be further amended or supplemented from time to time, or such other agreement as the County may enter with respect to the Project to offer the benefits of the Special Source Revenue Credits to the Company hereunder.

  • Sub-grant Agreement means an agreement entered into, or proposed to be entered into, between the Bank and a Sub-grant Recipient;

  • Main Agreement means the part of this Agreement that commences on the first page and ends with but includes Schedule A, excluding Section 3(d) (which incorporates this Schedule C into the Agreement).

  • Option Plan has the meaning ascribed to it in section "4.7" hereinbelow;

  • Rights Plan means a plan of the Company providing for the issuance by the Company to all holders of its Common Stock of rights entitling the holders thereof to subscribe for or purchase shares of Common Stock or any class or series of preferred stock, which rights (i) are deemed to be transferred with such shares of Common Stock, (ii) are not exercisable and (iii) are also issued in respect of future issuances of Common Stock, in each case until the occurrence of a specified event or events.

  • Stock Purchase Plan means the employee stock purchase plan to be established by Water Pik pursuant to Section 2.2.

  • Stock Purchase Agreement means the agreement between the Company and a Purchaser who acquires Shares under the Plan that contains the terms, conditions and restrictions pertaining to the acquisition of such Shares.

  • Restricted Stock Purchase Agreement means a written agreement between the Company and the Optionee evidencing the terms and restrictions applying to stock purchased under a Stock Purchase Right. The Restricted Stock Purchase Agreement is subject to the terms and conditions of the Plan and the Notice of Grant.

  • Stock Option Agreement means the agreement between the Company and an Optionee that contains the terms, conditions and restrictions pertaining to his or her Option.

  • Common Stock Purchase Agreement means an agreement among the Investor and/or PJC, Emergent and any Convertible Note Holder who accepts and exchanges all of its Convertible Notes in the Convertible Note Exchange Offer and elects to participate, substantially in the form attached hereto as Exhibit A, pursuant to which Emergent will issue and sell (a) to the Investor and/or PJC, in the aggregate, 75,000,000 Shares at a price of $0.20 per share, and (b) to any Convertible Note Holder who accepts and exchanges all of its Convertible Notes in the Convertible Note Exchange Offer that so requests, for every $1,000.00 of principal amount of Convertible Notes that it tenders into the Convertible Note Exchange Offer, 500 Shares at a price of $0.20 per share; provided, that the aggregate maximum number of Shares to be so issued and sold to the Convertible Note Holders who accept and exchange all of their Convertible Notes in the Convertible Note Exchange Offer pursuant to the Common Stock Purchase Agreement shall not exceed 40,000,000.

  • Relationship Agreement means the relationship agreement between certain members of the Brookfield Group, the Partnership, BBP, the Holding Entities and others dated as of the date hereof;

  • DSU Agreement means a written letter agreement between the Corporation and a Participant evidencing the grant of DSUs and the terms and conditions thereof, substantially in the form of Appendix “B”;

  • Existing Agreement has the meaning set forth in the recitals.

  • Amending Agreement means the Agreement of which a copy is set out in the Third Schedule to the Iron Ore (Hamersley Range) Agreement Xxx 0000 (which Agreement was approved by the Iron Ore (Hamersley Range) Agreement Act Amendment Act 1968);

  • Share Transfer Agreement means the share transfer agreement, in the agreed form, between the partners in the Company;

  • the Second Supplementary Agreement means the Second Supplementary Agreement, a copy of which is set out in Schedule 3;

  • Combination Agreement has the meaning in the recitals hereto.

  • Stockholder Agreement means the Stockholder Agreement, dated as of August 29, 2003, among the Company and its stockholders, as amended and in effect from time to time.

  • Designation Agreement means a designation agreement entered into by a Lender (other than a Designated Bidder) and a Designated Bidder, and accepted by the Agent, in substantially the form of Exhibit D hereto.