Rights Agent Agreement definition

Rights Agent Agreement means the agreement in the form previously approved by the Underwriters, dated the date hereof, by and among the Company, the Escrow Agent and ChaseMellon Shareholder Services, L.L.C., as Rights Agent.
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Examples of Rights Agent Agreement in a sentence

  • In the event the Underwriters so elect to terminate this Agreement, all Rights and the Other Purchasers Standby Purchase Agreements shall become immediately null and void and the Company shall cause the Escrow Agent under the Rights Agent Agreement to promptly return to the subscribers any payments received by the Escrow Agent in respect of the exercise price relating thereto.

  • Upon the issuance and delivery pursuant to this Agreement and the Rights Agent Agreement of the Shares to be sold by the Company, assuming that each of the Underwriters is a Bona Fide Purchaser, the Underwriters will acquire good and marketable title to the Shares free and clear of any liens, charges, claims, preemptive rights, encumbrances, pledges, security interests, defects or other like restrictions or like material equity of any kind whatsoever.

  • Each of this Agreement and the Rights Agent Agreement have been and the Other Purchasers Standby Purchase Agreements will be prior to the Closing Date duly executed and delivered by the Company.

  • The execution by the Sellers and the Purchaser of this Agreement does not, and the consummation of the transactions contemplated herein in accordance with the terms hereof will not, contravene or trigger the exercise of preferred share purchase rights granted under the Purchaser's Share Purchase Rights Plan or that certain Rights Agent Agreement, dated as of January 13, 1999, between the Purchaser and the Bank of New York.

  • We have also reviewed the Rights Agent Agreement, and accompanying exhibits, the Subscription Commitment Agreement, and the Warrant Agreement, and we have relied upon such other documents and instruments as we have deemed appropriate including, with respect to certain factual matters, the certificate of officers of the Company.

  • Pursuant to Paragraph 4(c) of that certain Rights Agent Agreement (the “Agreement”), dated as of _____, 2005, by and between Tower Semiconductor Ltd.

  • The shares of Common Stock to be sold by the Company and the Selling Stockholders hereunder and upon the exercise of the Rights are subject to the rights and interests of the Underwriters and the Rights Agent hereunder and under the Rights Agent Agreement.

  • The shares represented by the certificates so held in custody for the Selling Stockholder are subject to the interests hereunder of the Underwriters, the Company and the Rights Agent under the Rights Agent Agreement.

  • The burden of proof that any such damage or defect existed prior to the beginning of Works shall be on the Contractor.

  • In all respects not inconsistent with the terms and provisions of this Amendment, the provisions of the Rights Agent Agreement shall remain in full force and effect.

Related to Rights Agent Agreement

  • Warrant Agent Agreement means that certain Warrant Agent Agreement, dated as of the Initial Exercise Date, between the Company and the Warrant Agent.

  • Placement Agent Agreement means that certain placement agent agreement dated as of the date hereof between the Company and the Placement Agent.

  • Exchange Agent Agreement has the meaning set forth in Section 2.5(a).

  • Market Agent Agreement With respect to any Series, the agreement, if any, dated as of the Closing Date, between the Trustee and the Market Agent, the form of which will be attached to the related Supplement, and any similar agreement with a successor Market Agent, in each case as from time to time amended or supplemented. "Merrill Lynch & Co.": Merrill Lynch & Co., a Delaware corporation.

  • Agent Agreement means the agreement entered into on or about the Issue Date between the Issuer and the Agent, or any replacement agent agreement entered into after the Issue Date between the Issuer and an Agent.

  • Licensor/Agent Agreement means an agreement between Agent and a Licensor, in form and content satisfactory to Agent, by which Agent is given the unqualified right, vis-a-vis such Licensor, to enforce Agent’s Liens with respect to and to dispose of any Borrower’s Inventory with the benefit of any Intellectual Property applicable thereto, irrespective of such Borrower’s default under any License Agreement with such Licensor.

  • Paying Agent Agreement means the Paying Agent Agreement to be entered into by and between the Company, the Buyer and the Paying Agent at the Closing, in the form attached hereto as Exhibit F.

  • Auction Agent Agreement means the Initial Auction Agent Agreement unless and until a Substitute Auction Agent Agreement is entered into, after which "Auction Agent Agreement" shall mean such Substitute Auction Agent Agreement.

  • Calculation Agent Agreement means the Calculation Agent Agreement dated as of May 18, 2018 between the Company and the Calculation Agent, as amended from time to time.

  • Warrant Agency Agreement means that certain warrant agency agreement, dated on or about the Initial Exercise Date, between the Company and the Warrant Agent.

  • Warrant Agreements means those agreements entered into in connection with the Loan, substantially in the form attached hereto as Exhibit B pursuant to which Borrower granted Lender the right to purchase that number of shares of Series B Preferred Stock of Borrower as more particularly set forth therein.

  • Rights Agreement means the Rights Agreement dated as of December 16, 1987 between ML & Co. and Manufacturers Hanover Trust Company, Rights Agent, as amended from time to time.

  • Co-Rights Agents shall have the meaning ascribed thereto in Subsection 4.1(a);

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

  • Escrow and Paying Agent Agreement means, with respect to either Class of Certificates, the Escrow and Paying Agent Agreement pertaining to such Class dated as of the date hereof between the Escrow Agent, the Underwriters, the Trustee for such Class and the Paying Agent, as the same may be amended, modified or supplemented from time to time in accordance with the terms thereof.

  • 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.

  • Depositary Agreement The Letter of Representations, dated June 26, 2007 by and among DTC, the Trust and the Trustee. The Trustee is authorized to enter into the Depositary Agreement on behalf of the Trust.

  • Rights Agent shall have the meaning set forth in the preamble of this Agreement.

  • Warrant Agreement means the Warrant Agreement, dated as of the date set forth in Item 4 of Schedule A hereto, as amended from time to time, between the Company and the United States Department of the Treasury.

  • Agency Agreement means the agency agreement entered into on or prior to the First Issue Date, between the Issuer and the Agent, or any replacement agency agreement entered into after the First Issue Date between the Issuer and an agent.

  • Co-Lender Agreement With respect to any Loan Combination, the co-lender agreement, intercreditor agreement, agreement among noteholders or similar agreement, dated as of the date set forth in the Loan Combination Table under the column heading “Date of Co-Lender Agreement” and governing the relative rights of the holders of the related Mortgage Loan and Companion Loan(s), as the same may be amended, restated or otherwise modified from time to time in accordance with the terms thereof. A Co-Lender Agreement exists with respect to each Loan Combination as of the Closing Date.

  • Disbursement Agreement that certain Master Disbursement Agreement, dated as of , 2002, among the Borrower, the Administrative Agent and the other parties signatory thereto, as the same may hereafter be amended or modified in accordance with its terms and the terms of the Credit Agreement.

  • 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.

  • Transfer Agent and Registrar shall have the meaning set forth in Section 2.5(e) hereof.

  • Parent Agreement has the meaning given to it in Clause 12;

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