Amendment to Shareholder Rights Plan Sample Clauses

Amendment to Shareholder Rights Plan. The Company shall have delivered to the Purchasers evidence that the Shareholder Rights Plan has been amended, in form and substance satisfactory to the Purchasers, to permit each Purchaser and its Affiliates to consummate the transactions contemplated by this Agreement and each of the other Transaction Documents.
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Amendment to Shareholder Rights Plan. The Company shall have amended the Shareholder Rights Plan to permit Purchaser and Spring Mountain Capital, LP in the aggregate to “Beneficially Own” (as such term is defined in the Shareholder Rights Plan) up to the greater of (i) 37% of the outstanding Common Stock or (ii) 0.25% more than the actual number or percentage of shares they will Beneficially Own in the aggregate if they acquire all of the shares potentially Beneficially Owned pursuant to the First Exercise, the Second Exercise, the First Closing Warrant, the Second Closing Warrant and the Third Closing Warrant, while continuing to be an “Exempt Person” (as such term is defined in the Shareholder Rights Plan).
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Amendment to Shareholder Rights Plan. The Rights Agreement dated as of January 8, 1999 between the Company and Xxxxxx Trust and Savings Bank, as Rights Agent, shall have been amended to exempt (i) the transactions contemplated by this Agreement, and (ii) any purchase of any number of shares of Company Common Stock by Buyer that the Buyer deems necessary to maintain Buyer's legal and beneficial ownership of not less than 50.1% of Company Common Stock (excluding for the purposes of such calculation the number of shares of Company Common Stock which Buyer shall be entitled to receive upon Conversion of the Note) from the triggering provisions thereof with respect to exercise of the Rights (as defined therein).
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Amendment to Shareholder Rights Plan. The Company shall have amended the Shareholder Rights Plan to include each Purchaser who would otherwise become a “20% Shareholder” under the Shareholder Rights Plan as a result of purchasing Securities under this Agreement as an “Exempt Person” as such term is defined in the Shareholder Rights Plan, or the Board shall otherwise have adopted a resolution to the same effect.
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Amendment to Shareholder Rights Plan. The Board shall have taken all necessary action to amend the Shareholder Rights Plan in accordance with the provisions of Section 4.19 on or prior to the First Closing.
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Amendment to Shareholder Rights Plan. In the event that the issuance of Antidilution Warrants to the Investors as contemplated by Section 7.6 below would result in one or more of the Investors becoming an "Acquiring Person" within the meaning of the Rights Agreement dated as of October 25, 1999, as amended, by and among the Company and Mellon Investor Services, LLC, as rights agent (the "Rights Agreement"), the Company shall, prior to such issuance, take all necessary action to amend the Rights Agreement to make such Investor(s) a "Grandfathered Shareholder" as defined therein, provided that such Investor(s) shall have executed a customary standstill agreement in a form reasonably acceptable to the Company.
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Amendment to Shareholder Rights Plan. The Company will not adopt any shareholder rights plan (or so-called "poison pill") which does not grandfather the ownership of the Securities by the Buyer and its affiliates.
Sample 1
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Amendment to Shareholder Rights Plan. The Company shall have amended the Shareholder Rights Plan to permit each of Purchaser and Spring Mountain Capital, LP to “Beneficially Own” (as such term is defined in the Shareholder Rights Plan) up to 37% of the outstanding Common Stock while continuing to be an “Exempt Person” (as such term is defined in the Shareholder Rights Plan).
Sample 1

Related to Amendment to Shareholder Rights Plan

  • Shareholder Rights Plan No claim will be made or enforced by the Company or, with the consent of the Company, any other Person, that any Purchaser is an “Acquiring Person” under any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents or under any other agreement between the Company and the Purchasers.

  • Stockholder Rights Plan No claim will be made or enforced by the Company or, with the consent of the Company, any other Person, that any Purchaser is an “Acquiring Person” under any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents or under any other agreement between the Company and the Purchasers.

  • Shareholder Rights Plans If the Company has a shareholder rights plan in effect upon conversion of the Notes, each share of Common Stock, if any, issued upon such conversion shall be entitled to receive the appropriate number of rights, if any, and the certificates representing the Common Stock issued upon such conversion shall bear such legends, if any, in each case as may be provided by the terms of any such shareholder rights plan, as the same may be amended from time to time. However, if, prior to any conversion of Notes, the rights have separated from the shares of Common Stock in accordance with the provisions of the applicable shareholder rights plan, the Conversion Rate shall be adjusted at the time of separation as if the Company distributed to all or substantially all holders of the Common Stock Distributed Property as provided in Section 14.05(c), subject to readjustment in the event of the expiration, termination or redemption of such rights.

  • Stockholder Rights Plans If the Company has a stockholder rights plan in effect upon conversion of the Notes, each share of Common Stock, if any, issued upon such conversion shall be entitled to receive the appropriate number of rights, if any, and the certificates representing the Common Stock issued upon such conversion shall bear such legends, if any, in each case as may be provided by the terms of any such stockholder rights plan, as the same may be amended from time to time. However, if, prior to any conversion of Notes, the rights have separated from the shares of Common Stock in accordance with the provisions of the applicable stockholder rights plan, the Conversion Rate shall be adjusted at the time of separation as if the Company distributed to all or substantially all holders of the Common Stock Distributed Property as provided in Section 14.04(c), subject to readjustment in the event of the expiration, termination or redemption of such rights.

  • Shareholder Rights With respect to the foreign securities held pursuant to this Section 4, the Custodian will use reasonable commercial efforts to facilitate the exercise of voting and other shareholder rights, subject always to the laws, regulations and practical constraints that may exist in the country where such securities are issued. The Fund acknowledges that local conditions, including lack of regulation, onerous procedural obligations, lack of notice and other factors may have the effect of severely limiting the ability of the Fund to exercise shareholder rights.

  • Stockholder Rights The holder of this option shall not have any stockholder rights with respect to the Option Shares until such person shall have exercised the option, paid the Exercise Price and become a holder of record of the purchased shares.

  • Stockholder Agreement The Stockholder agrees that, during the period from the date of this Agreement until the Expiration Date:

  • Warrant Agreement and Registration and Stockholder Rights Agreement The Company shall have entered into the Warrant Agreement, in the form of Exhibit A hereto, and the Registration and Stockholder Rights Agreement, in the form of Exhibit B hereto, in each case on terms satisfactory to the Purchaser.

  • Warrant Agreement and Registration and Shareholder Rights Agreement The Company shall have entered into the Warrant Agreement, in the form of Exhibit A hereto, and the Registration and Shareholder Rights Agreement, in the form of Exhibit B hereto, in each case on terms satisfactory to the Purchaser.

  • Shareholder Agreement The Shareholder Agreement shall have been duly executed and delivered by the Company.

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