Shareholders Rights Plan definition

Shareholders Rights Plan means a plan approved by the board of directors of the Borrower providing for the distribution to shareholders of the Borrower of rights to purchase Preferred Stock of the Borrower (which Preferred Stock need not be Qualified Preferred Stock) on such terms and conditions as are customary for similar plans adopted by publicly-held companies of comparable size to the Borrower.
Sample 1Sample 2
Shareholders Rights Plan means a shareholders rights plan (or “poison pill”) or similar arrangement relating to accumulations of beneficial ownership of Common Shares or a change in control of the Borrower.
Sample 1Sample 2
Shareholders Rights Plan means the Rights Agreement dated as of October 17, 1997 by and between Big Flower Holdings, Inc. and The Bank of New York as Rights Agent, as amended from time to time.
Sample 1

Examples of Shareholders Rights Plan in a sentence

  • Any distribution of Rights pursuant to the Shareholders Rights Plan that would allow a Holder to receive upon conversion, in addition to shares of Common Stock, the Rights described therein (unless such Rights have separated from Common Stock) shall not constitute a distribution of Rights that would entitle the Holder to an adjustment to the Conversion Rate.

  • In 1988 the Board of Directors adopted a Shareholders' Rights Plan to protect shareholders' interests in the event of an unsolicited attempt to gain control of the Company.

  • Prior to the Option Expiration Date, establish a "Shareholders Rights Plan" or "Poison Pill" or issue any securities in connection therewith.

  • The Shareholders Rights Plan (“the Rights Plan”) applies in the event of any person or persons acting in concert having beneficial ownership of 20% or more of the Company’s outstanding common shares without having complied with bid provisions under the Rights Plan.

  • NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Common and common equivalent share disclosures are: Shareholder rights plan On April 12, 1999, the Board of Directors adopted a Shareholders Rights Plan (the “Plan”).

  • If the Shareholders Rights Plan under which any Rights are issued provides that each share of Common Stock issued upon conversion of the Notes at any time prior to the distribution of separate certificates representing such Rights will be entitled to receive such Rights, there shall not be any adjustment to the conversion privilege or Conversion Rate at any time prior to the distribution of separate certificates representing such Rights.

  • Fairmont has taken all necessary action so that neither of the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) cause the Rights (as defined in the Shareholders Rights Plan) to become exercisable, (ii) cause any person to become an Acquiring Person (as defined in the Shareholders Rights Plan) or (iii) give rise to a Separation Time or a Flip-in Event (each as defined in the Shareholders Rights Plan).

  • The Company's Board of Directors adopted a Shareholders Rights Plan in 1998.

  • The Data Room contains a correct and complete copy of the Shareholders Rights Plan, including all exhibits thereto.

  • In the event any person requests that the applicable Securities Authorities invalidate the Shareholders Rights Plan, Fairmont shall oppose any such application.


More Definitions of Shareholders Rights Plan

Shareholders Rights Plan means the amended Rights Agreement, effective as of January 18, 2005, by and between the Company and Computershare Trust Company, Inc., as rights agent, as such agreement may be amended from time to time, and any replacement shareholder rights plan.
Sample 1
Shareholders Rights Plan has the meaning set forth in Section 1(f)(ii).
Sample 1
Shareholders Rights Plan means the Rights Agreement dated as of September 9, 1986, amended and restated as of July 9, 1996, between Cummins Engine Company, Inc. and The First National Bank of Chicago, as Rights Agent, as amended from time to time.
Sample 1
Shareholders Rights Plan means the Shareholders Rights Plan Agreement dated as of May 15, 1997 between Scintrex and CIBC Mellon Trust Company (formerly the R-M Trust Company), as Rights Agent;
Sample 1
Shareholders Rights Plan means the shareholders rights plan of New PublicCo to become effective on the Plan Implementation Date substantially in the form and upon the terms contained in Schedule D to the Plan.
Sample 1
Shareholders Rights Plan means the Rights Agreement dated as of February 3, 1989 by and between Marriott Corporation and the Bank of New York as Rights Agent, as amended from time to time.
Sample 1

Related to Shareholders Rights Plan

  • Shareholder Rights Plan means the amended and restated shareholder rights plan agreement dated as of November 10, 2015 between Parent and American Stock Transfer and Trust Company, LLC, as rights agent, as amended and restated as of April 18, 2016, as further amended, restated, succeeded or replaced from time to time, and any similar plan adopted from time to time;

  • Rights Plan means a plan of the Company providing for the issuance by the Company to all holders of its Common Stock of rights entitling the holders thereof to subscribe for or purchase shares of Common Stock or any class or series of preferred stock, which rights (i) are deemed to be transferred with such shares of Common Stock, (ii) are not exercisable and (iii) are also issued in respect of future issuances of Common Stock, in each case until the occurrence of a specified event or events.

  • Common Shareholders means the registered and/or beneficial holders of the Common Shares, as the context requires.

  • 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.

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

  • Preferred Shareholder means any holder of Preferred Shares.

  • Preferred Shareholders means the holders of Preferred Shares.

  • Shareholder means a person who owns shares in the company and is actively involved in the management of the enterprise or business and exercises control over the enterprise.

  • Company Stockholders means the holders of shares of Company Capital Stock.

  • Company Shareholders means holders of Company Shares.

  • 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.

  • Common Stockholders means holders of shares of Common Stock.

  • Shareholder Associated Person of any Shareholder means (i) any person controlling, directly or indirectly, or acting in concert with, such Shareholder, (ii) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such Shareholder, and (iii) any person controlling, controlled by or under common control with such Shareholder Associated Person.

  • Shareholder Agreements has the meaning set forth in the recitals to this Agreement.

  • Shareholders Agreement has the meaning set forth in the recitals.

  • Approved Stock Plan means any employee benefit plan which has been approved by the Board of Directors of the Company, pursuant to which the Company's securities may be issued to any employee, officer or director for services provided to the Company.

  • unanimous shareholder agreement means either: (i) a lawful written agreement among all the shareholders of the Corporation, or among all the shareholders and one or more persons who are not shareholders; or (ii) a written declaration of the registered owner of all of the issued shares of the Corporation; in each case, that restricts, in whole or in part, the powers of the directors to manage, or supervise the management of the business and affairs of the Corporation, as from time to time amended.

  • Company Stock Plan means any stock option plan or other stock or equity-related plan of the Company.

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

  • Common Stockholder means the employee of, consultant to, or director of the Company or other person to whom shares of Common Stock are issued pursuant to this Plan.

  • Approved Share Plan means any employee benefit plan which has been approved by the board of directors of the Company prior to or subsequent to the date hereof pursuant to which Ordinary Shares and standard options to purchase Ordinary Shares may be issued to any employee, officer, director or advisers for services provided to the Company in their capacity as such.

  • 10% Shareholder means a person who owns, directly or indirectly, stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any Parent or Subsidiary of the Company. Indirect ownership of stock shall be determined in accordance with Code Section 424(d).

  • Dissenting Shareholders means registered Shareholders who validly exercise the rights of dissent provided to them under the Interim Order;

  • Company Stockholder means the holder of either a share of Company Common Stock or a share of Company Preferred Stock.

  • Company Shareholder means a holder of Company Shares.

  • 10% Stockholder means the owner of stock (as determined under Code Section 424(d)) possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Corporation (or any Parent or Subsidiary).