Original Rights Agreement definition

Original Rights Agreement has the meaning set forth in the Recitals to this Agreement.
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Original Rights Agreement shall have the meaning set forth in the preamble of this Agreement.
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Original Rights Agreement shall have the meaning set forth in the recitals.
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Examples of Original Rights Agreement in a sentence

  • All capitalized terms used but not defined in this Amendment shall have the meanings assigned to them in the Original Rights Agreement.

  • On September 17, 1998, the Board approved certain amendments to the Original Rights Agreement and authorized the Company to enter into an Amended and Restated Rights Agreement to reflect those amendments.

  • From and after the date hereof, all references in the Original Rights Agreement to the “Agreement” shall mean and refer to the Original Rights Agreement, as modified by this Amendment.

  • Except as otherwise set forth in this Amendment, each capitalized term used in this Amendment shall have the meaning for such term set forth in the Original Rights Agreement.

  • This Amendment is executed pursuant to the first sentence of Section 27 of the Original Rights Agreement.

  • The Parties wish to amend the Original Rights Agreement in the manner set forth below.

  • On June 7, 2007, the Company entered into the second Amended and Restated Rights Agreement, dated as of June 8, 2007 (the Original Rights Agreement, as amended and restated, being hereinafter referred to as the “Rights Agreement”), with HSBC Bank USA, National Association (a national banking association formerly known as Marine Midland Bank and as HSBC Bank USA) as rights agent.

  • On April 30, 1999, the Company entered into the Amended and Restated Rights Agreement, dated as of April 30, 1999 (the Original Rights Agreement, as amended and restated, being hereinafter referred to as the “Rights Agreement”), with HSBC Bank USA, (formerly known as Marine Midland Bank) as rights agent.

  • As of the date of this Agreement, the rights issued pursuant to the Original Rights Agreement are redeemable.

  • The Original Rights Agreement, as amended by this Amendment, shall remain in full force and effect in accordance with its terms.


More Definitions of Original Rights Agreement

Original Rights Agreement shall have the meaning set forth in the recitals of this Agreement. (cc) “Original Summary of Rights” shall have the meaning set forth in Section 3(b) hereof. (dd) “Person” shall mean any individual, firm, corporation, partnership, limited liability company, limited liability partnership, trust, syndicate or other entity, or group of persons making a “coordinated acquisition” of Common Stock or otherwise treated as an “entity” within the meaning of Section 1.382-3(a)(1) of the Treasury Regulations or otherwise, and also includes any successor (by merger or otherwise) of any such individual or entity. (ee) “Preferred Stock” shall mean shares of Series C Junior Participating Preferred Stock, without par value, of the Company, and, to the extent that there are not a sufficient number of shares of Series C Junior Participating Preferred Stock authorized to permit the full exercise of the Rights, any other series of preferred stock of the Company designated for such purpose containing terms substantially similar to the terms of the Series C Junior Participating Preferred Stock. (ff) “Principal Party” shall have the meaning set forth in Section 13(b) hereof. (gg) “Purchase Price” shall have the meaning set forth in Section 4(a) hereof. (hh) “Record Date” shall have the meaning set forth in the recitals of this Agreement. (ii) “Redemption Price” shall have the meaning set forth in Section 23(a) hereof. (jj) “Rights” shall have the meaning set forth in the recitals of this Agreement. (kk) “Rights Agent” shall have the meaning set forth in the preamble of this Agreement. (ll) “Rights Certificates” shall have the meaning set forth in Section 3(a) hereof. 6 (mm) “Rights Dividend Declaration Date” shall have the meaning set forth in the recitals of this Agreement. (nn) “Section 11(a)(ii) Event” shall mean any event described in Section 11(a)(ii) hereof. (oo) “Section 11(a)(ii) Trigger Date” shall have the meaning set forth in Section 11(a)(iii) hereof. (pp) “Section 13 Event” shall mean any event described in clauses (x), (y) or (z) of Section 13(a) hereof. (qq) “Spread” shall have the meaning set forth in Section 11(a)(iii) hereof. (rr) “Stock Acquisition Date” shall mean the first date of public announcement (which, for purposes of this definition, shall include a report filed or amended pursuant to Section 13(d) under the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such. (ss) “Subsidiary” shall mean, with reference to any...
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Original Rights Agreement shall have the meaning set forth in the first recital clause at the beginning of this Agreement.
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Original Rights Agreement shall have the meaning set forth in the Recitals at the beginning of the Agreement.
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Original Rights Agreement shall have the meaning set forth in the recitals. “Participant” means, with respect to a Depositary, a Person who has an account with the Depositary. “Person” shall mean any individual, firm, corporation, partnership, limited partnership, limited liability partnership, business trust, limited liability company, unincorporated association or other entity, and shall include any successor (by merger or otherwise) of such entity. “Reserve” shall have the meaning set forth in Section 10(b) of this Agreement. “Rights Agent” shall have the meaning set forth in the recitals. “Securities Act” shall mean the Securities Act of 1933, as amended. “Special Dividend” shall have the meaning set forth in the recitals. “Specified Exchange Date” shall have the meaning as provided in the Company’s Bye- Laws. “Subject Class A-1 Shares” shall have the meaning set forth in the recitals. “Subject Class A Shares” shall have the meaning set forth in the recitals.
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Original Rights Agreement has the meaning set forth in the introduction.
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Original Rights Agreement means that certain Rights Agreement, dated as of March 27, 1987, between the Company and The First National Bank of Boston, as amended on June 9, 1988, January 10, 1989, March 23, 1992 and December 22, 1992.
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Related to Original Rights Agreement

  • Rights Agreement shall have the meaning set forth in Section 3(c) hereof.

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

  • Investor Rights Agreement has the meaning set forth in the Recitals.

  • Original Registration Rights Agreement has the meaning set forth in the recitals to this Agreement.

  • Registration Rights Agreement means the Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit B attached hereto.

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

  • Company Rights Agreement shall have the meaning set forth in Section 4.3.

  • Registration Rights Agreements means that certain Registration Rights Agreement dated as of the Closing Date by and between the Parent and Laurus and each other registration rights agreement by and between the Parent and Laurus, as each of the same may be amended, modified and supplemented from time to time.

  • Registration Agreement means the Exchange and Registration Rights Agreement dated February 18, 2003 between the Company and the Initial Purchasers relating to the Securities and (b) any other similar Exchange and Registration Rights Agreement relating to Additional Securities.

  • Exchange and Registration Rights Agreement means (i) the Exchange and Registration Rights Agreement dated the Issue Date among the initial purchasers named therein and the Company, as the same may be amended, supplemented or modified from time to time and (ii) any similar exchange and/or registration rights agreement entered into with respect to any Additional Securities, as any such agreement may be amended, supplemented or modified from time to time.

  • Listing Agreement means an agreement that is to be entered into between a recognised stock exchange and the Company pursuant to Securities and Exchange Board (Listing Obligations and Disclosure Requirements), 2015

  • Pro Rata Rights Agreement means a written agreement between the Company and the Investor (and holders of other Safes, as appropriate) giving the Investor a right to purchase its pro rata share of private placements of securities by the Company occurring after the Equity Financing, subject to customary exceptions. Pro rata for purposes of the Pro Rata Rights Agreement will be calculated based on the ratio of (1) the number of shares of Capital Stock owned by the Investor immediately prior to the issuance of the securities to (2) the total number of shares of outstanding Capital Stock on a fully diluted basis, calculated as of immediately prior to the issuance of the securities.

  • Investors’ Rights Agreement means the agreement among the Company and the Purchasers and certain other stockholders of the Company dated as of the date of the Initial Closing, in the form of Exhibit E attached to this Agreement.

  • Exchange Agreement has the meaning set forth in the Recitals.

  • IDR Transfer Agreement means an agreement to transfer, subject to the terms of Tariff, Part VI, section 237, Incremental Deliverability Rights to a party for the purpose of eliminating or reducing the need for Local or Network Upgrades that would otherwise have been the responsibility of the party receiving such rights. Immediate-need Reliability Project: “Immediate-need Reliability Project” shall have the same meaning provided in the Operating Agreement.

  • Master Registration Agreement means the agreement of that sets out (among other things) the procedure for a supplier to Register a Supply Point;

  • Original LLC Agreement has the meaning set forth in the recitals to this Agreement.

  • Private Placement Warrants Purchase Agreement shall have the meaning given in the Recitals hereto.

  • 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.

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

  • Original Purchase Agreement has the meaning set forth in the recitals to this Agreement.

  • 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.

  • Shareholder Agreement has the meaning set forth in the Recitals.

  • 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.

  • Investors Agreement has the meaning set forth in Section 6.01(e).

  • Series B Purchase Agreement means the Series B Preferred Stock Purchase Agreement with respect to the purchase and sale of shares of the Company’s Series B Preferred Stock, dated as of the date hereof, by and among the Company and the Series B Investors, as it may be amended from time to time.