Prior Rights Agreement definition

Prior Rights Agreement shall have the meaning set forth in the Recitals.

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Prior Rights Agreement means the Rights Agreement, dated as of March 1, 1989, as amended, between the Company and The Bank of California, N.A. (as rights agent and succeeded in such capacity by ChaseMellon Shareholder Services, L.L.C.).

Prior Rights Agreement means the Rights Agreement dated as of October 11, 1988 between the Company and State Street Bank and Trust Company, Rights Agent.

Examples of Prior Rights Agreement in a sentence

• The Prior Rights Agreement is hereby amended in its entirety and restated herein.

• Section 7.1 of the Prior Rights Agreement states in part that any term or provision of the Prior Rights Agreement may be amended by a writing signed by the Company and the holders of a majority of the shares of the Registrable Securities.

• Except as expressly modified by this Amendment, all terms of the Prior Rights Agreement shall remain in full force and effect.

• This Agreement will amend and restate the Prior Rights Agreement to read as set forth herein, when it has been duly executed by parties having the right to so amend and restate the Prior Rights Agreement.

• This Agreement, together with all the Exhibits ---------------- hereto, constitutes and contains the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes the Prior Rights Agreement and any and all prior negotiations, correspondence, agreements, understandings, duties or obligations between the parties respecting the subject matter hereof.

• Upon the effectiveness of this Agreement, the Prior Rights Agreement shall terminate and be of no further force and effect, and shall be superseded and replaced in its entirety by this Agreement.

• The Prior Rights Agreement is hereby amended and superseded in its entirety and restated herein.

• This Agreement and the exhibits hereto constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and supersedes in its entirety the Prior Rights Agreement, which shall have no further force and effect.

• The Prior Rights Agreement is hereby amended and restated in its entirety.

• The capitalized terms not otherwise defined herein have the respective meanings given to them in the Prior Rights Agreement.

More Definitions of Prior Rights Agreement

Prior Rights Agreement means that certain “Investor Rights Agreement” dated effective June 26, 2000, by and among the Company and the Series A Holders, the Series B Holders, the Series C Holders, and the Series D Holders.

Prior Rights Agreement shall have the meaning set forth in the preamble hereto.

Prior Rights Agreement shall have the meaning set forth in the Background section of this Agreement.

Prior Rights Agreement shall have the meaning set forth in the preamble hereto. -17- <PAGE> (r) "REGISTRABLE SECURITIES" shall mean (i) shares of Common Stock issued or issuable to a Holder pursuant to the conversion of the Shares and shares of Common Stock issued or issuable to a Holder upon exercise of the Warrants, and (ii) any Common Stock issued as a dividend or other distribution with respect to or in exchange for or in replacement of the shares referenced in (i) above; provided, however, that Registrable Securities shall not include any shares of Common Stock which have previously been registered or which have been sold to the public either pursuant to a registration statement or Rule 144, or which have been sold in a private transaction in which the transferor's rights under this Agreement are not assigned. (s) The terms "REGISTER," "REGISTERED" and "REGISTRATION" shall refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act and applicable rules and regulations thereunder, and the declaration or ordering of the effectiveness of such registration statement. (t) "REGISTRATION EXPENSES" shall mean all expenses incurred in effecting any registration pursuant to this Agreement, including, without limitation, all registration, qualification, and filing fees, printing expenses, escrow fees, fees and disbursements of counsel for the Company, blue sky fees and expenses, and expenses of any regular or special audits incident to or required by any such registration, but shall not include Selling Expenses, fees and disbursements of counsel for the Holders and the compensation of regular employees of the Company, which shall be paid in any event by the Company. (u) "RESTRICTED SECURITIES" shall mean any Registrable Securities required to bear the first legend set forth in Section 1.1(b) hereof. (v) "RULE 144" shall mean Rule 144 as promulgated by the Commission under the Securities Act, as such Rule may be amended from time to time, or any similar successor rule that may be promulgated by the Commission. (w) "RULE 145" shall mean Rule 145 as promulgated by the Commission under the Securities Act, as such Rule may be amended from time to time, or any similar successor rule that may be promulgated by the Commission. (x) "SECURITIES ACT" shall mean the Securities Act of 1933, as amended, or any similar successor federal statute and the rules and regulations thereunder, all as the same shall be in effect from time to time. (...

Prior Rights Agreement is defined in the recitals.