Poison Pill definition

Poison Pill means a security created or issued by a publicly traded corporation that precludes or limits a person or group of persons from owning beneficially or of record, or from exercising, converting, transferring, or receiving, the security on the same terms as other shareholders or which is intended to have the effect of diluting disproportionately from the shareholders generally the interest of the person or group of persons in the corporation or a successor to the corporation or otherwise discouraging the person or group of persons from acquiring beneficial ownership of shares of the corporation or a successor to the corporation. For the purposes of this subsection:

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Poison Pill means any plan, agreement, rights, securities or instruments that are commonly referred to as a “poison pill” because they have the effect of diluting or otherwise discriminating against a particular “acquiring person” (or any similar term) by reason of such person’s ownership of a particular amount of Voting Securities.

Poison Pill means that certain amended and restated preferred shares rights agreement, dated as of July 31, 2017 and amended on February 20, 2019, by and between the Company and Securities Transfer Corporation (as rights agent).

Examples of Poison Pill in a sentence

Prior to the Option Expiration Date, establish a "Shareholders Rights Plan" or "Poison Pill" or issue any securities in connection therewith.
The Parties shall cooperate and proceed in good faith to (A) undertake due diligence with respect to the Company and its business; (B) engage in discussions with the Company regarding the Proposal; and (C) negotiate in good faith the terms of the Definitive Documents (including any waiver under the IRAs and the Poison Pill).
From the date hereof through the Closing Date, the Company will not adopt, approve, or agree to adopt a shareholder rights plan, or "Poison Pill".
There are no preemptive rights, rights of first refusal, put or call rights or obligations or anti-dilution rights with respect to the issuance, sale or redemption of the Parent’s capital stock, other than rights set forth herein, in its Charter, its 1998 Amended and Restated Stock Option Plan or Parent’s Poison Pill.
Because AlliedSignal is the beneficial owner of less than 10% of the outstanding Shares (based on the number of Shares reported in the Company 13E-4 to be outstanding), AlliedSignal believes that it is not an 'Acquiring Person' under the Poison Pill and that the provisions of Subchapters E, F and I of Chapter 25 of the Pennsylvania Business Corporation Law (the 'PBCL') have not been triggered.

More Definitions of Poison Pill

Poison Pill means the Partnership's Unit Purchase Rights Agreement with The First National Bank of Boston as Rights Agent, dated as of November 30, 1990, as amended.

Poison Pill or issue any securities in connection therewith.

Poison Pill means a security created or issued by a public corporation that

Poison Pill means the potential withdrawal of the SG Plan under the

Poison Pill means the potential withdrawal of the SG Plan under the conditions set forth in Section III.C.2.d of the SG Plan.

Poison Pill means the shareholder rights plan adopted on or about March 16, 1997 by the board of directors of Merfin subject to TSE approval and ratification by Merfin's Shareholders.

Poison Pill rights or similar securities rights ("Company Rights"), then each Option Share issued pursuant to such exercise shall be accompanied by a corresponding Company Right.