ISSUE OF RIGHTS CERTIFICATES definition

ISSUE OF RIGHTS CERTIFICATES. Section 3(a) of the Rights Agreement is hereby amended by adding the following new paragraph at the end of Section 3(a): "Notwithstanding anything in this Agreement that might otherwise be deemed to the contrary, a Distribution Date shall not be deemed to have occurred solely by reason of (i) the execution, delivery, amendment, supplement or performance of the Acquisition Agreement or the execution, delivery, amendment, supplement or performance of any of the Stockholder Agreements, (ii) the commencement by Parent, Acquisition Sub or any other Subsidiary of Parent of the Offer, (iii) the acquisition of any shares of capital stock of the Company by Parent, Acquisition Sub or any other Subsidiary of Parent pursuant to the Offer or the exercise by either Parent or Acquisition Sub of the Common Top-Up Option or the Preferred Top-Up Option, (iv) the consummation of the Merger, (v) the consummation of any of the other transactions contemplated by the Acquisition Agreement or any of the Stockholder Agreements, or (iv) the public announcement of the execution, delivery, amendment, supplement or performance of the Acquisition Agreement or the execution, delivery, amendment, supplement or performance of any of the Stockholder Agreements."
Sample 1
ISSUE OF RIGHTS CERTIFICATES. Section 3(a) of the Rights Agreement is hereby amended by adding the following new paragraph at the end of Section 3(a): ”Notwithstanding anything in this Agreement that might otherwise be deemed to the contrary, a Distribution Date shall not be deemed to have occurred solely by reason of (i) the execution, delivery, amendment, supplement or performance of the Stock Purchase Agreement or the execution, delivery, amendment, supplement or performance of any of the Ancillary Agreements, (ii) the consummation of the transactions contemplated by the Stock Purchase Agreement or the Ancillary Agreements, or (iii) any public announcement of the execution, delivery, amendment, supplement or performance of the Stock Purchase Agreement or the Ancillary Agreements.”
Sample 1

Related to ISSUE OF RIGHTS CERTIFICATES

  • Rights Certificates shall have the meaning set forth in Section 3(a) hereof.

  • Right Certificates means certificates evidencing the Rights, in substantially the form attached as Exhibit B.

  • Right Certificate shall have the meaning set forth in Section 3(a) hereof.

  • Rights Certificate shall have the meaning set forth in Section 3(a) hereof.

  • holder of a Warrant Certificate as used herein shall mean any person in whose name at the time any Warrant Certificate shall be registered upon the books to be maintained by the Warrant Agent for that purpose.

  • Warrant Certificates means the certificates representing the Warrants;

  • Warrant Certificate means a certificate in substantially the form attached as Exhibit 1 hereto, representing such number of Warrant Shares as is indicated therein, provided that any reference to the delivery of a Warrant Certificate in this Agreement shall include delivery of a Definitive Certificate or a Global Warrant (each as defined below). All other capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Warrant Certificate.

  • Notional Amount Certificates As specified in the Preliminary Statement.

  • Lockout Certificates The Class A-7 Certificates.

  • Book-Entry Preferred Securities Certificates means a beneficial interest in the Preferred Securities Certificates, ownership and transfers of which shall be made through book entries by a Clearing Agency as described in Section 5.11.

  • Credit certificate means a certificate issued by the allocating agency to a taxpayer that specifies the amount of affordable housing tax credits that can be applied against the taxpayer’s individual or corporate income tax, or franchise, captive insurance premium, or insurance premium tax liability as provided in this subchapter.

  • Class A Warrants means, collectively, the Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof, which Warrants shall be exercisable immediately and have a term of exercise equal to five (5) years, in the form of Exhibit A attached hereto.

  • Definitive Preferred Securities Certificates means Preferred Securities issued in certificated, fully registered form that are not Global Preferred Securities.

  • Stock Certificates has the meaning set forth in Section 2.2(a)(ii).

  • Registered Warrantholders means the persons who are registered owners of Warrants as such names appear on the register, and for greater certainty, shall include the Depository as well as the holders of Uncertificated Warrants appearing on the register of the Warrant Agent;

  • Conversion Rights means exchange of, or the rights to exchange, the Principal Amount of the Loan, or any part thereof, for fully paid and nonassessable Common Stock on the terms and conditions provided in the Debentures.

  • Exchangeable Shares means the exchangeable shares in the capital of the Company, having the rights, privileges, restrictions and conditions set forth herein;

  • Class A Preferred Shares shall have the meaning ascribed to it in Section 2.4(a).

  • Series A Warrants means, collectively, the Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof, which Warrants shall be exercisable immediately from the Closing Date and have a term of exercise equal to five (5) years, in the form of Exhibit A attached hereto.

  • Class B Warrants means, collectively, the Common Stock purchase warrants in the form of Exhibit C attached hereto delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof, which warrants shall be exercisable immediately and have a term of exercise equal to one year.

  • Common Warrant Shares means the shares of Common Stock issuable upon exercise of the Common Warrants.

  • Preferred Shares means shares of Series A Junior Participating Preferred Stock, par value $.01 per share, of the Company having the rights and preferences set forth in the Form of Certificate of Designations attached to this Agreement as Exhibit A.

  • Exchangeable Certificates As specified in the Preliminary Statement.

  • Definitive Capital Securities Certificates means either or both (as the context requires) of (i) Capital Securities Certificates issued as Book-Entry Capital Securities Certificates as provided in Section 5.11, and (ii) Capital Securities Certificates issued in certificated, fully registered form as provided in Section 5.13.

  • Existing Registration Rights Agreement shall have the meaning given in the Recitals hereto.