Preferred Stock Rights Agreement definition

Preferred Stock Rights Agreement means any preferred stock rights agreement that may now or in the future be adopted and entered into by Parent in respect of the Delaware Common Stock, to protect stockholders of Parent from coercive or otherwise unfair takeover tactics, in such form and substance as Parent may determine in its sole discretion.
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Preferred Stock Rights Agreement means the Preferred Stock Rights Agreement dated as of August [__], 2005 by and among the Parent, the Investor and the stockholders of the Parent, a form of which is attached hereto as Exhibit I;
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Preferred Stock Rights Agreement means the preferred stock rights agreement, dated November 8, 2002, between Acquiror and American Stock Transfer and Trust Company.
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Examples of Preferred Stock Rights Agreement in a sentence

  • This calculation assumes (a) the purchase of all of the issued and outstanding shares of common stock, par value $.001 per share of MyPoints.com, Inc., a Delaware corporation (the "Company"), together with the associated preferred stock purchase rights issued pursuant to the Preferred Stock Rights Agreement, dated as of December 13, 2000, between the Company and Wells Fargo Shareholder Services, as rights agent (the "Shares"), at a price per Share of $2.60 in cash.

  • The Company adopted a Preferred Stock Rights Agreement (the “Plan”) and declared a dividend distribution of one right for each outstanding share of its common stock.

  • Certificates representing such shares of Common Stock will also be deemed to be certificates for Rights, and will bear substantially the following legend if such certificates are issued after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date: This certificate also evidences and entitles the holder to certain rights as set forth in a Preferred Stock Rights Agreement, dated as of July 12, 2022, between Forte Biosciences, Inc.

  • This calculation assumes the purchase of all of the issued and outstanding shares of common stock, par value $.001 per share of MyPoints.com, Inc., a Delaware corporation (the "Company"), together with the associated preferred stock purchase rights issued pursuant to the Preferred Stock Rights Agreement, dated as of December 13, 2000, between the Company and Wells Fargo Shareholder Services, as rights agent (the "Shares") at a price per Share of $2.60 in cash.

  • The Company adopted a Preferred Stock Rights Agreement (the “Plan”) and declared a dividend distribution of one right for each outstanding share of the Company’s common stock.

  • The record date for the determination of the holders of Exchangeable Shares entitled to receive payment of, and the payment date for, any dividend or other distribution declared on the Exchangeable Shares under Section 26.3(a) shall be the same dates as the record date and payment date, respectively, for the corresponding dividend or other distribution declared on the Delaware Common Stock (but excluding any dividends or distributions pursuant to a Preferred Stock Rights Agreement).

  • Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear the following legend: “This certificate also evidences and entitles the holder hereof to certain Rights as set forth in that certain Amended and Restated Preferred Stock Rights Agreement, between VIVUS, Inc.

  • As of the date hereof, no shares of Company Preferred Stock were issued and outstanding or reserved for issuance, except for a series of 200,000 shares of Company Preferred Stock designated as Series A Participating Preferred Stock reserved for issuance pursuant to the Preferred Stock Rights Agreement dated as of October 9, 2001 between the Company and American Stock Transfer & Trust Company (the “Rights Agreement”), none of which is issued and outstanding as of the date hereof.

  • Certificates representing such shares of Common Stock will also be deemed to be certificates for Rights, and will bear substantially the following legend if such certificates are issued after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date: This certificate also evidences and entitles the holder to certain rights as set forth in a Preferred Stock Rights Agreement, dated as of April 11, 2023, between HF Foods Group Inc.

  • On July 1, 2009, prior to the execution of the Merger Agreement, the Company entered into an amendment (the “Rights Amendment”) to its Preferred Stock Rights Agreement (the “Rights Agreement”).

Related to Preferred Stock Rights Agreement

  • 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.

  • Investor Rights Agreement means the Investor Rights Agreement, dated as of the date of this Agreement, between the Company and each of the Purchasers, in the form of Exhibit A hereto.

  • 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.

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

  • Exchange and Registration Rights Agreement means the Exchange and Registration Rights Agreement dated the Issue Date among the Company, the Guarantor and the Representatives to the Initial Purchasers.

  • 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.

  • 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.

  • Stock Appreciation Rights Agreement means a written agreement between the Company and a Holder with respect to an Award of Stock Appreciation Rights.

  • Common Stock Agreement means an agreement executed by a Common Stockholder and the Company as contemplated by Section 5, below, which imposes on the shares of Common Stock held by the Common Stockholder such restrictions as the Board or Committee deem appropriate.

  • Series H Preferred Stock means shares of the Company’s Series H Preferred Stock, par value $0.0001 per share.

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

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

  • Series A Warrants means, collectively, the Series A Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof and the other Series A Warrants contemplated under Section 2.1 to be issued concurrently at the Closing, which Series A Warrants shall be exercisable beginning immediately and have a term of exercise equal to six (6) months, in the form of Exhibit B-1 attached hereto.

  • Company Convertible Notes means the convertible notes issued by the Company pursuant to the convertible note purchase agreement by and among the Company, PA Grand Opportunity Limited and other investors named therein dated June 6, 2016, as amended on June 13, 2016.

  • Series D Preferred Shares means the Company’s series D preferred shares, par value US$0.00001 per share.

  • Series A-2 Preferred Stock means shares of the Company’s Series A-2 Preferred Stock, par value $0.0001 per share.

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

  • Series D Shares means the Company's Series D Convertible Preferred --------------- Stock, par value $0.01 per share.

  • Series B Preferred Shares means the Series B Preferred Shares of the Company, par value US$0.0001 per share.

  • Series A-1 Preferred Shares means the Company’s series A-1 preferred shares, par value US$0.00001 per share.

  • UST Preferred Stock means the Issuer’s Fixed Rate Cumulative Perpetual Preferred Stock, Series [●].

  • Rights Agreement has the meaning assigned to such term in Section 3.14(a).

  • Series B Preferred Stock means shares of the Company’s Series B Preferred Stock, par value $0.0001 per share.

  • Series A Preferred Shares means the Series A Preferred Shares of the Company, par value US$0.0001 per share, with the rights and privileges as set forth in the Memorandum and Articles.

  • Series B-1 Preferred Shares means the Series B-1 Preferred Shares of the Company, par value US$0.0001 per share, with the rights and privileges as set forth in the Memorandum and Articles.

  • 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.