Company's Rights definition
Examples of Company's Rights in a sentence
I agree to grant the right to the Company to obtain, for its own benefit and when applicable in its own name (entirely at its expense) patents, patent applications and copyrights of any and all types, in any country, and all renewals and extensions thereof, for those inventions and works of authorship owned by the Company as a result of the terms of this agreement ("Company's Rights").
I further agree, in order to perfect the Company's Rights, to (1) Sign and execute all instruments of assignment and other papers necessary to transfer the Company's Rights to the Company, and (2) perform such further acts as may be deemed necessary by the Company.
Except as set forth in the first sentence of this Section 7.11 or as approved in writing by Parent, the Board of Directors of the Company shall not (a) amend the Company's Rights Agreement or (b) take any action with respect to, or make any determination under, the Company's Rights Agreement.
Under the provisions of the Company's Rights Plan, upon conversion of the Note into Common Stock, to the extent that the Rights Plan is still in effect upon such conversion, the Holder will receive, in addition to the Common Stock, the rights described therein (whether or not the rights have separated from the Common Stock at the time of conversion), subject to the limitations set forth in the Rights Plan.
Prior to the execution of this Agreement, the Board of Directors of the Company has taken all necessary action to cause this Agreement, the Stockholders Agreement and the transactions contemplated or permitted hereby and thereby to be exempt from the provisions of Section 203 of the GCL and to cause any Company Rights not to be distributed or exercisable under the Company's Rights Agreement.
Assuming the representation of the Parent in Section 5.17(g) is true, neither of the Parent Companies is (a) an "Acquiring Person" as defined in the Company's Rights Agreement or (b) will become an "Acquiring Person" as defined therein as a result of any of the transactions contemplated by this Agreement.
No legend other than the one specified in Section 9.1 and the legend related to the Company's Rights Plan has been or shall be placed on the share certificates representing the Registrable Securities and no instructions or "stop transfer orders," "stock transfer restrictions," or other restrictions have been or shall be given to the Company's transfer agent with respect thereto other than as expressly set forth in this Article IX.
The Company has delivered to Parent a complete and correct copy of the Company's Rights Agreement, as amended to the date of this Agreement.
Prior to the execution of this Agreement, the Board of Directors of the Company has taken all necessary action to cause this Agreement and the transactions contemplated hereby to be exempt from the provisions of Section 203 of the GCL and to ensure that the execution, delivery and performance of this Agreement by the parties hereto will not cause any rights to be distributed or to become exercisable under the Company's Rights Agreement.
The Company has no shares of capital stock reserved for issuance, except that, as of December 27, 2003, there were (i) 3,378,045 Shares reserved for issuance pursuant to the Option Plans, the Stock Purchase Plan and the Company Stock-Based Awards and (ii) 400,000 shares of Series A Junior Participating Preferred Stock reserved for issuance pursuant to the Company's Rights Agreement, dated as of November 22, 1999, by and between the Company and National City Bank, as Rights Agent (the "Rights Agreement").