AMENDED AND RESTATED RIGHTS AGREEMENT Sample Clauses

AMENDED AND RESTATED RIGHTS AGREEMENT. This Amended and Restated Rights Agreement (the “Agreement”) is dated as of October 30, 2020 by and between The X.X. Xxxxxxxx Company, a Massachusetts corporation (the “Company”), and Computershare Inc., a Delaware corporation, as rights agent (the “Rights Agent”).
Sample 1
AutoNDA by SimpleDocs
AMENDED AND RESTATED RIGHTS AGREEMENT. The Company has taken all actions necessary to ensure that the rights issued pursuant to the Amended and Restated Rights Agreement shall not, and will not, be granted, become nonredeemable, exercisable, distributed or triggered pursuant to the terms of the Amended and Restated Rights Agreement by virtue of the consummation of the transactions contemplated by this Agreement and other Transaction Documents. Except as contemplated by this Agreement or the other Transaction Documents, the Company shall not amend the Amended and Restated Rights Agreement, adopt or implement any rights agreement or other similar plan or arrangement, or take any other actions (outside of the Amended and Restated Rights Agreement) having a disproportionate or other disparate effect upon the holders of shares based on the number of shares held by such holder, that does not provide for substantially similar exemptions, protections and other provisions with respect to the members of the Elutions Group as those provided in this Agreement and the other Transaction Documents.
Sample 1
AMENDED AND RESTATED RIGHTS AGREEMENT. Ladies and Gentlemen: Reference is made to that certain Amended and Restated Rights Agreement, dated as of November 16, 1999 (the “Original Rights Agreement”), entered into by and between Inamed Corporation (the “Company”) and U.S. Stock Transfer Corporation, as Rights Agent, as amended by Amendment No. 1 to Amended and Restated Rights Agreement, dated as of December 22, 1999 (“Amendment No. 1”) and Amendment No. 2 to Amended and Restated Rights Agreement, dated as of April 1, 2002 (“Amendment No. 2”, together with the Original Rights Agreement and Amendment No. 1, the “Rights Agreement”). Pursuant to Section 27 of the Rights Agreement, Amendment No. 2 requires the consent of Appaloosa Management L.P. (“Appaloosa”). In consideration for Appaloosa’s consent, to Amendment No. 2, the Company hereby agrees with Appaloosa that the Company shall direct the Board of Directors to cause, prior to June 30, 2005, a vote of the Company’s stockholders to be duly held and a vote of the Company’s stockholders duly taken with respect to whether the Rights (as defined in the Rights Agreement) issued under the Rights Agreement should be redeemed and the Rights Agreement terminated. In the event that a majority of the Company’s stockholders vote in favor of redemption, the Company agrees to cause such redemption as promptly as practicable thereafter, but in no event later than 30 days after such vote. This agreement may be terminated or amended only by the mutual written consent of all parties hereto. This agreement may be executed in any number of counterparts, each of which shall be an original and all of which shall together constitute one and the same instrument. If you are in agreement with the foregoing and consent to Amendment No. 2, please sign and return one copy of this letter agreement, which will constitute our agreement with respect to the subject matter of this letter. INAMED CORPORATION By: Name: Title: Agreed to and Accepted this day of March 2002 APPALOOSA MANAGEMENT L.P. By: Authorized Signatory
Sample 1
AMENDED AND RESTATED RIGHTS AGREEMENT. Amended and Restated Rights Agreement (the “Rights Agreement” or “Agreement”), dated as of May 26, 2005 (the “Signing Date”), between Osteotech, Inc., a Delaware corporation (the “Company”), and Registrar and Transfer Company (the “Rights Agent”).
Sample 1

Related to AMENDED AND RESTATED RIGHTS AGREEMENT

  • Amended and Restated Agreement This Agreement amends, restates, supercedes and replaces in its entirety the Existing Loan Agreement. As a condition to the effectiveness hereof, the Existing Borrower, on behalf of its relevant fund series, shall have paid to the Bank the aggregate principal amount of all loans, and all accrued and unpaid interest, if any, outstanding under the Existing Loan Agreement through the date hereof. If the foregoing satisfactorily sets forth the terms and conditions of the Committed Line, please execute and return to the undersigned each of the Loan Documents and such other documents and agreements as the Bank may request. We are pleased to provide the Committed Line hereunder and look forward to the ongoing development of our relationship. Sincerely, STATE STREET BANK AND TRUST COMPANY, as Bank By: Name: Title: Acknowledged and Accepted: EACH OF THE BORROWERS LISTED ON APPENDIX I HERETO, for itself or on behalf of each of its respective portfolio series listed on Appendix I hereto severally and not jointly By: Name: Title: Acknowledged: STATE STREET BANK AND TRUST COMPANY, as Custodian By: Name: Title: APPENDIX I FUNDS AND BORROWING PERCENTAGES Name Borrowing Percentage Baron Investment Funds Trust, on behalf of each of: Baron Asset Fund 5.00 % Baron Growth Fund 5.00 % Baron Small Cap Fund 5.00 % Baron Opportunity Fund 5.00 % Baron Fifth Avenue Growth Fund 5.00 % Baron Discovery Fund 5.00 % Baron Durable Advantage Fund 5.00 % Baron Select Funds Trust, on behalf of each of: Baron Focused Growth Fund 5.00 % Baron International Growth Fund 5.00 % Baron Real Estate Fund 5.00 % Baron Emerging Markets Fund 5.00 % Baron Global Advantage Fund 5.00 % Baron Real Estate Income Fund 5.00 % Baron Health Care Fund 5.00 % Baron WealthBuilder Fund 5.00 % Baron FinTech Fund 5.00 % EXHIBIT A PROMISSORY NOTE $100,000,000.00 [Date] For value received, each of the undersigned hereby severally (and not jointly) promises to pay to STATE STREET BANK AND TRUST COMPANY (the “Bank”), or order, at the office of the Bank at One Xxxxxxx Xxxxxx, Xxxxxx Xxxxxxxxxxxxx 00000 xx immediately available United States dollars, the principal amount of ONE HUNDRED MILLION DOLLARS ($100,000,000.00), or such lesser original principal amount as shall be outstanding hereunder and not have been prepaid as provided herein, together with interest thereon as provided below. Each Loan shall be payable upon the earliest to occur of (a) 60 calendar days following the date on which such Loan is made, (b) the Expiration Date, or (c) the date on which such Loan otherwise becomes due and payable under the terms of the Loan Agreement referred to below, whether following the occurrence of an Event of Default or otherwise. Interest on the unpaid principal amount outstanding hereunder shall be payable at the rates and at the times as set forth in the Loan Agreement and shall be computed as set forth in the Loan Agreement. Interest shall be computed on the basis of a 360-day year for the actual number of days elapsed, including holidays or other days on which the Bank is not open for the conduct of banking business. All Loans hereunder and all payments on account of principal and interest hereof shall be recorded by the Bank. The entries on the records of the Bank (including any appearing on this Note), absent manifest error, shall govern and control as to amounts outstanding hereunder, provided that the failure by the Bank to make any such entry shall not affect the obligation of the undersigned to make payments of principal and interest on all Loans as provided herein and in the Loan Agreement. Following the occurrence of a Default or an Event of Default with respect to any Fund, unpaid principal on any Loan to such Fund, and to the extent permitted by applicable law, unpaid interest on any Loan to such Fund, shall thereafter bear interest, compounded monthly and be payable on demand, until paid in full (after as well as before judgment) at a rate per annum equal to two percent (2%) above the rate otherwise applicable to such Loan under the Loan Agreement. This Note is issued pursuant to, and entitled to the benefits of, and is subject to, the provisions of a certain letter agreement dated January 28, 2015 by and among the undersigned and the Bank (herein, as the same may from time to time be amended, restated, supplemented, modified or extended, referred to as the “Loan Agreement”), but neither this reference to the Loan Agreement nor any provision thereof shall affect or impair the absolute and unconditional obligation of the undersigned makers of this Note to pay the principal of and interest on this Note as herein provided. All terms not otherwise defined herein shall be used as defined in the Loan Agreement. Any of the undersigned may at its option prepay all or any part of the principal of this Note subject to the terms of the Loan Agreement. Amounts prepaid may be reborrowed subject to the terms of the Loan Agreement. Each of the undersigned makers and every endorser and guarantor hereof hereby waives presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement hereof and consents that this Note may be extended from time to time and that no such extension or other indulgence, and no substitution, release or surrender of collateral and no discharge or release of any other party primarily or secondarily liable hereon, shall discharge or otherwise affect the liability of any of the undersigned or any such endorser or guarantor. No delay or omission on the part of the Bank in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder, and a waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. This Note shall amend, restate, supersede and replace that certain promissory note dated July 20, 2007 in the original principal amount of $100,000,000 executed by the Existing Borrower in favor of the Bank (the “Existing Note”). Any amounts outstanding under the Existing Note shall be deemed to be outstanding under this Note. This instrument shall have the effect of an instrument executed under seal and shall be governed by and construed in accordance with the laws of The State of New York (without giving effect to any conflicts of laws provisions contained therein).

  • Amended and Restated Trust Agreement This Trust Agreement is the amended and restated trust agreement contemplated by the Trust Agreement dated as of [___], 20[___], between the Depositor and the Owner Trustee (the “Initial Trust Agreement”). This Trust Agreement amends and restates in its entirety the Initial Trust Agreement.

  • Amendment to Rights Agreement The Rights Agreement is hereby amended as follows:

  • Amendment of Rights Agreement The Rights Agreement is hereby amended as follows:

  • Amended and Restated Agreement and Declaration of Trust A copy of the Amended and Restated Agreement and Declaration of Trust for the Trust is on file with the Secretary of the Commonwealth of Massachusetts. The Amended and Restated Agreement and Declaration of Trust has been executed on behalf of the Trust by Trustees of the Trust in their capacity as Trustees of the Trust and not individually. The obligations of this Agreement shall be binding upon the assets and property of the Trust and shall not be binding upon any Trustee, officer, or shareholder of the Trust individually.

  • Amended and Restated Credit Agreement (a) This Agreement shall amend and restate the Existing Credit Agreement in its entirety. Without limiting the generality of the foregoing, (a) the Existing Credit Agreement is merged and incorporated into this Agreement and (b) this Agreement shall supersede and control any inconsistent provision in the Existing Credit Agreement. All references in the Loan Documents (including the Existing Loan Documents) to the Existing Credit Agreement are hereby modified and shall now be deemed to refer to this Agreement. All references in the Loan Documents (including the Existing Loan Documents) to the Obligations, the Notes, the Loan Documents and other terms defined herein are hereby modified and shall now be deemed to refer to such terms and items as defined or described in this Agreement. The Guaranty shall guarantee the Notes and the Guaranteed Obligations as defined and described in this Agreement. Without limiting the foregoing and in confirmation of the Liens intended to be granted pursuant to the Loan Documents (including any Existing Loan Documents), each Loan Party grants, conveys, and assigns to the Administrative Agent, as agent for the Lenders, a lien against and security interest in all collateral (if any) described in such Loan Documents as security for the Guaranteed Obligations. Except as modified hereby or by any other Loan Document (whether dated as of or prior to the Agreement Date) which expressly modifies any of the Existing Loan Documents, all of the terms and provisions of the Existing Loan Documents (including schedules and exhibits thereto), and the indebtedness, duties and obligations thereunder, are ratified and affirmed in all respects and shall remain in full force and effect. This Agreement shall not, however, constitute a novation of the Loan Parties’ indebtedness, duties and obligations under or with respect to the Existing Loan Documents, the Existing Loans thereunder or the Existing Letters of Credit issued thereunder.

  • Investor Rights Agreement The Company and the other parties thereto shall have duly executed and delivered the Investor Rights Agreement.

  • Amendment of the Rights Agreement Clause (i) of Section 7(a) of the Rights Agreement is hereby amended and restated in its entirety as follows:

  • Amendment to Purchase Agreement The Purchase Agreement is hereby amended as follows:

  • Amendments to Rights Agreement The Rights Agreement is hereby amended as follows:

Time is Money Join Law Insider Premium to draft better contracts faster.