ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN Sample Clauses

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN. TRANSACTIONS 3.1 Flip-in Event 20
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ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN. TRANSACTIONS ------------
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ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN. TRANSACTIONS 3.1 Flip-in Event 31 ARTICLE 4 THE RIGHTS AGENT
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ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN. TRANSACTIONS 33 3.1 Flip-in Event 33 Article 4 THE RIGHTS AGENT 34 4.1 General 34 4.2 Merger, Amalgamation or Consolidation or Change of Name of Rights Agent 35 4.3 Duties of Rights Agent 36 4.4 Change of Rights Agent 38 4.5 Compliance with Anti-Money Laundering Legislation 38 Article 5 MISCELLANEOUS 39 5.1 Redemption and Waiver 39 5.2 Expiration 41 5.3 Issuance of New Rights Certificates 41 5.4 Supplements and Amendments 41 5.5 Fractional Rights and Fractional Shares 43 5.6 Rights of Action 43 5.7 Regulatory Approvals 44 5.8 Declaration as to Non-Canadian or Non-U.S. Holders 44 5.9 Notices 44 5.10 Costs of Enforcement 46 5.11 Successors 46 5.12 Benefits of this Agreement 46 5.13 Governing Law 46 5.14 Severability 46 5.15 Effective Date 46 5.16 Reconfirmation and Approval 46 5.17 Actions by the Board of Directors 47 5.18 Fiduciary Duties of the Directors 47 5.19 Privacy Legislation 47 5.20 Language 47 5.21 Time of the Essence 47 5.22 Execution in Counterparts 48 ATTACHMENT 1 AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT MEMORANDUM OF AGREEMENT, dated as of October 13, 1992, as amended and restated as of April 268, 201922, between TransAlta Corporation (“TransAlta”), a corporation incorporated under the Canada Business Corporations Act, and Computershare Trust Company of Canada, a corporation incorporated under the laws of Canada (the “Rights Agent”) which was appointed successor to AST Trust Company (Canada), a corporation existingtrust company incorporated under the laws of Canada and authorized to carry on the business of a trust company in each of the provinces and territories of Canada (the “Rights Agent”), formerly known as CST Trust Company;
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ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN. TRANSACTIONS 34 3.1 Flip-in Event 34 Article 4 THE RIGHTS AGENT 36 4.1 General 36 4.2 Merger, Amalgamation or Consolidation or Change of Name of Rights Agent 37 4.3 Duties of Rights Agent 38 4.4 Change of Rights Agent 40 4.5 Compliance with Anti-Money Laundering Legislation 40 4.6 Privacy Legislation 41 4.7 Liability 41 Article 5 MISCELLANEOUS 41 5.1 Redemption and Waiver 41 5.2 Expiration 44 5.3 Issuance of New Rights Certificates 44 5.4 Supplements and Amendments 44 5.5 Fractional Rights and Fractional Shares 46 5.6 Rights of Action 46 5.7 Regulatory Approvals 47 5.8 Declaration as to Foreign Holders 47 5.9 Notices 47 5.10 Costs of Enforcement 48 5.11 Successors 48 5.12 Benefits of this Agreement 48 5.13 Governing Law 48 5.14 Severability 49 5.15 Effective Date 49 5.16 Determinations and Actions by the Board of Directors 49 5.17 Fiduciary Duties of Directors 49 5.18 Time of the Essence 50 5.19 Execution in Counterparts 50 SHAREHOLDER RIGHTS PLAN AGREEMENT
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ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN. TRANSACTIONS 3.1 Flip-in. (a) In the event that prior to the Expiration Time a Flip-in Date shall occur, except as otherwise provided in this Section 3.1, each Right shall constitute the right to purchase from the Company, upon exercise thereof in accordance with the terms hereof (but subject to Section 5.10), that number of shares of Class A Common Stock having an aggregate Market Price on the Stock Acquisition Date that gave rise to the Flip-in Date equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in order to protect the interests of the holders of Rights generally in the event that on or after such Stock Acquisition Date any of the events described in Section 2.4(a) or (b), or any analogous event, shall have occurred with respect to the Class A Common Stock). (b) Notwithstanding the foregoing, any Rights that are Beneficially Owned on or after the Stock Acquisition Date by an Acquiring Person or an Affiliate or Associate thereof shall become null and void and any holder of such Rights (including transferees, whether direct or indirect, of any such Persons) shall thereafter have no right to exercise or transfer such Rights under any provision of this Agreement. If any Rights Certificate is presented for assignment or exercise and the Person presenting the same will not properly complete the certification set forth at the end of the form of assignment or notice of election to exercise or, if requested, will not provide such additional
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ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN. TRANSACTIONS 17 3.1 Flip-In 17 3.2 Flip-Over 20 ARTICLE IV THE RIGHTS AGENT 20 4.1 General 20 4.2 Merger or Consolidation or Change of Name of Rights Agent 21 4.3 Duties of Rights Agent 22 4.4 Change of Rights Agent 24 ARTICLE V MISCELLANEOUS 25 5.1 Redemption and Termination 25 5.2 Expiration 25 5.3 Issuance of New Rights Certificates 25 5.4 Supplements and Amendments 26 5.5 Fractional Shares 26 5.6 Rights of Action 27 5.7 Holder of Rights Not Deemed a Stockholder 27 5.8 Notice of Proposed Actions 27 5.9 Notices 27 5.10 Suspension of Exercisability 28 5.11 Successors 28 5.12 Benefits of this Agreement 28 5.13 Determination and Actions by the Board of Directors, etc. 29 5.14 Descriptive Headings 29
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ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN. TRANSACTIONS 21 3.1 Flip-in Event 21 ARTICLE 4 THE RIGHTS AGENT 22 4.1 General 22 4.2 Merger, Amalgamation or Consolidation or Change of Name of Rights Agent 23 4.3 Duties of Rights Agent 23 4.4 Change of Rights Agent 25 4.5 Compliance with Money Laundering Legislation 25 4.6 Privacy Provision 25 ARTICLE 5 MISCELLANEOUS 26 5.1 Redemption and Termination 26 5.2 Expiration 27 5.3 Issuance of New Rights Certificates 28 5.4 Supplements and Amendments 28 5.5 Fractional Rights and Fractional Shares 29 5.6 Rights of Action 29 5.7 Holder of Rights Not Deemed a Shareholder 30 5.8 Notice of Proposed Actions 30 5.9 Notices 30 5.10 Costs of Enforcement 31 5.11 Successors 31 5.12 Benefits of this Agreement 31 5.13 Descriptive Headings 31 5.14 Governing Law 31 5.15 Language 31 TABLE OF CONTENTS (continued) Page 5.16 Counterparts 32 5.17 Severability 32 5.18 Effective Date 32 5.19 Shareholder Review 32 5.20 Regulatory Approvals 32 5.21 Declaration as to Non-Canadian and Non-U.S. Holders 33 5.22 Determinations and Actions by the Board of Directors 33 5.23 Rights of the Board of Directors 33 5.24 Time of the Essence 33 AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT THIS AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT made as of the 23rd day of September, 2016 (amending and restating the Amended and Restated Shareholder Rights Plan Agreement dated as of September 26, 2013, which amended and restated the Amended and Restated Shareholder Rights Plan Agreement dated as of December 2, 2010, which amended and restated the Amended and Restated Shareholder Rights Plan Agreement dated as of December 6, 2007, which amended and restated the Shareholder Rights Plan Agreement dated as of November 1, 2004). BETWEEN: OPEN TEXT CORPORATION, a body corporate organized under the laws of Canada (hereinafter referred to as the “Corporation”) OF THE FIRST PART COMPUTERSHARE INVESTOR SERVICES INC., a corporation incorporated under the laws of Canada (hereinafter referred to as the “Rights Agent”) OF THE SECOND PART
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Related to ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN

  • ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS 3.1 Flip-in Event

  • Limitation on the Exercise of Certain Rights Related to Affiliate Insolvency Proceedings (a) Notwithstanding anything to the contrary in this Agreement or any other agreement, but subject to the requirements of Section 19, no party to this Agreement shall be permitted to exercise any Default Right against a Covered Party with respect to this Agreement that is related, directly or indirectly, to a BHC Affiliate of such party becoming subject to a receivership, insolvency, liquidation, resolution, or similar proceeding (each an “Insolvency Proceeding”), except to the extent the exercise of such Default Right would be permitted under the creditor protection provisions of 12 C.F.R. § 252.84, 12 C.F.R. § 47.5, or 12 C.F.R. § 382.4, as applicable.

  • Notification of Certain Events Prior to the expiration of this Warrant pursuant to Section 8, in the event that the Company shall authorize:

  • Limitation on Effecting Transactions Resulting in Certain Adjustments The Company will not engage in or be a party to any transaction or event that would require the Conversion Rate to be adjusted pursuant to Section 5.05(A) or Section 5.07 to an amount that would result in the Conversion Price per share of Common Stock being less than the par value per share of Common Stock.

  • NOTICE OF CERTAIN EVENTS AFFECTING REGISTRATION; SUSPENSION OF RIGHT TO MAKE A PUT The Company shall promptly notify the Investor upon the occurrence of any of the following events in respect of a Registration Statement or related prospectus in respect of an offering of the Securities: (i) receipt of any request for additional information by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to the Registration Statement or related prospectus; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Securities for sale in any jurisdiction or the initiation or notice of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the Registration Statement, related prospectus or documents so that, in the case of a Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company’s reasonable determination that a post-effective amendment or supplement to the Registration Statement would be appropriate, and the Company shall promptly make available to Investor any such supplement or amendment to the related prospectus. The Company shall not deliver to Investor any Put Notice during the continuation of any of the foregoing events in this Section 5.10.

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