AND SECTION 13 EVENTS Sample Clauses

AND SECTION 13 EVENTS. In the event that any a person becomes an Acquiring Person, unless the event causing the 4.9% threshold to be crossed is a Permitted Offer (as defined in the Rights Agreement) or a Section 13 Event described below, and the Board of Directors authorizes the Company to issue Rights Certificates under Section 3.1 of the Rights Agreement (a “Section 11.1.2 Event”), then, each holder of a Right (except for Rights which have become null and void pursuant to Section 7.6 of the Rights Agreement) shall thereafter have the right to receive, upon exercise thereof, a number of shares of Common Stock (or, in certain circumstances, cash, property or other securities of the Company) equal to the exercise price of the Right divided by fifty percent (50%) of the Current Per Share Market Price (as defined in the Rights Agreement) of the shares of Common Stock at the date of the first occurrence of a Section 11.1.2
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AND SECTION 13 EVENTS. In the event that any person becomes an Acquiring Person, unless the event causing the 2.25% threshold to be crossed is a Permitted Offer (as defined in the Rights Agreement) or a Section 13 Event described below, and the Board of Directors authorizes the Company to issue Rights Certificates under Section 3.1 of the Rights Agreement (a “Section 11.1.2 Event”), then, each holder of a Right (except for Rights which have become null and void pursuant to Section 7.6 of the Rights Agreement) shall thereafter have the right to receive, upon exercise thereof and in lieu of the Common Shares issuable under Section 7.1 of the Rights Agreement, a number of Common Shares (or, in certain circumstances, cash, property or other securities of the Company) equal to the exercise price of the Right divided by fifty percent (50%) of the Current Per Share Market Price (as defined in the Rights Agreement) of the Common Shares at the date of the first occurrence of a Section 11.1.2 Event. However, these Rights will not be exercisable until the Rights are no longer redeemable by the Company and are also subject to the Company’s exchange right described below. Notwithstanding any of the foregoing, from and after a Person becomes an Acquiring Person, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, Beneficially Owned by any Acquiring Person (or by certain related parties) will be null and void. On and after the Distribution Date, any Right, the exercise or exchange of which would cause a Person to become an Acquiring Person, shall become null and void. For example, at an exercise price of $40.52 per Right, each Right not owned by an Acquiring Person (or by certain related parties) following a Section 11.1.2 Event would entitle its holder to purchase for $40.52 a number of Common Shares (or other consideration, as noted above) equal to $40.52 divided by one-half of the Current Per Share Market Price (as defined in the Rights Agreement) of the Common Shares. Assuming that the Current Per Share Market Price of Common Stock is $20.26 at the applicable time, the holder of each valid Right would be entitled to purchase 4 Common Shares, having an estimated market value of 4 x $20.26, or $81.04, for $40.52. If, at any time after the Stock Acquisition Date, (i) the Company consolidates with, or merges with and into, any other person; (ii) any person consolidates with the Company, or merges with and into the Company, and the Company is the contin...
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Related to AND SECTION 13 EVENTS

  • and Section 7 4. If, by reason of any exercise of Warrants on a “cashless basis”, the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share of Common Stock, the Company shall round down to the nearest whole number, the number of shares of Common Stock to be issued to such holder.

  • and Section 3 11. Subject to the foregoing, the Manager may cause the Company to issue additional Common Units authorized under this Agreement at such times and upon such terms as the Manager shall determine and the Manager shall amend this Agreement as necessary in connection with the issuance of additional Common Units and admission of additional Members under this Section 3.04 without the requirement of any consent or acknowledgement of any other Member.

  • and Section 2 8. The determination by the applicable Lender of the amount of any such loss, cost or expense shall be conclusive absent manifest error.

  • Articles and Sections This Agreement, for convenience only, has been divided into Articles and Sections; and it is understood that the rights and other legal relations of the parties hereto shall be determined from this instrument as an entirety and without regard to the aforesaid division into Articles and Sections and without regard to headings prefixed to such Articles or Sections.

  • Headings and Sections The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provision hereof. Unless the context requires otherwise, all references in this Agreement to Sections or Articles shall be deemed to mean and refer to Sections or Articles of this Agreement.

  • Headings and Section References The headings used in this Agreement are intended for convenience or reference only and will not in any manner amplify, limit, modify or otherwise be used in the construction or interpretation of any provision of this Agreement. All section references are to sections of this Agreement, unless otherwise noted.

  • Article and Section References All article and section references used in this Agreement, unless otherwise provided, are to articles and sections in this Agreement.

  • Captions; Articles and Sections The captions contained in this Agreement are for reference purposes only and are not part of this Agreement. Unless otherwise indicated, all references to particular Articles or Sections shall mean and refer to the referenced Articles and Sections of this Agreement.

  • Article and Section Headings The article and section headings herein are for convenience of reference only, and shall not limit or otherwise affect the meaning hereof.

  • Captions and Section Numbers The captions, section numbers, and article numbers appearing in this Lease are inserted only as a matter of convenience and in no way define, limit, construe, or describe the scope or intent of such sections or articles of this Lease nor in any way affect this Lease.

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