Common Stock Rights. If, at any time while this Warrant is outstanding and unexpired, the Company shall pay a dividend or other distribution on all Common Stock consisting of, or shall otherwise issue to all holders of Common Stock, rights, warrants or options (not being available on an equivalent basis to the Holders of this Warrant upon exercise) entitling the holders of Common Stock to subscribe for or purchase Common Stock at a price per share less than the current market price (determined as provided in Section 2.2) of a share of Common Stock on the date fixed for the determination of stockholders entitled to receive such rights, warrants or options (other than pursuant to a dividend reinvestment plan), the Exercise Price shall be decreased by multiplying the then current Exercise Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination plus the number of shares of Common Stock which the aggregate of the offering price of the total number of shares of Common Stock so offered for subscription or purchase would purchase at such current market price, and the denominator of which shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination plus the number of shares of Common Stock so offered for subscription or purchase, such decrease to become effective immediately after the opening of business on the day following the date fixed for such determination. In the event that such rights or warrants are not so issued, the Exercise Price shall again be adjusted to be the Exercise Price which would then be in effect if such date fixed for the determination of stockholders entitled to receive such rights, warrants or options had not been fixed. Upon adjustment of the Exercise Price pursuant to this Section 4.4, the number of shares subject to issuance upon exercise of this Warrant shall be adjusted by multiplying such number of shares prior to such adjustment by a fraction, the numerator of which is the Exercise Price in effect immediately prior to such adjustment and the denominator of which is the Exercise Price in effect immediately after giving effect to such adjustment. In making any determinations under this Section 4.4, there shall be taken into account any consideration received for such rights, warrants or options, the value of which consideration, if other than cash, shall be fixed in good faith by the...
Common Stock Rights. On the Termination Date the Company shall pay to the Executive a lump sum cash payment equal to $634,524, plus an amount equal to all of the dividends that have accrued and are payable, as of the Termination Date, pursuant to the terms of the 2002 Award Agreement, in full satisfaction of the Company's obligations under the 2002 Award Agreement. The Executive hereby waives any rights he may have to the Tax Payments (as such term is defined in the 2002 Award Agreement) and to the Rights granted pursuant to the 2003 Award Agreement and any Tax Payments related thereto.
Common Stock Rights. A. If at any time after the date hereof there shall be a USA Transaction, USA shall issue to Xxxxxx an aggregate of 140,000 shares of Common Stock (the “Xxxxxx Stock”) subject to adjustment as provided in subparagraph B of this Section 1. At the time of any USA Transaction, all of the shares of Xxxxxx Stock shall automatically and without any action on Xxxxxx’x part be deemed to be issued and outstanding immediately prior to any such USA Transaction, and shall be entitled to be treated as any other issued and outstanding share of Common Stock in connection with such USA Transaction. In connection with a USA Transaction, USA and/or such successor or purchasing corporation, person, or entity, as the case may be, shall recognize and specifically provide for the Xxxxxx Stock as provided for in this Agreement.
Common Stock Rights. Shareholders all have the same rights and privileges and shall rank equally and share ratably as to all matters. All the rights granted and the powers, preferences, rights, restrictions, designations, qualifications, limitations, and or other matters relating to the Common Stock shall assume the designation of Common Stock set forth in the first (1st) filed Restated Certificate of Incorporation. Shareholders shall elect Board of Directors and Officers to represent their interests. 5. 5.
Common Stock Rights. Except as otherwise provided by law, the Common Stock shall have the exclusive right to vote for the election of directors and for all other purposes. Each share of Common Stock shall have one vote on each matter properly submitted to the stockholders of the Corporation for their vote, and the holders of the Common Stock shall vote together as a single class.
Common Stock Rights. Each Share, together with any preferred stock purchase rights (the "Rights"), issued pursuant to the Rights Agreement, dated as of August 21, 1998, as amended, by and between the Company and First Chicago Trust Company of New York, as Rights Agent (the "Rights Agreement"), that are issued and outstanding immediately prior to the Effective Time (other than (i) Shares (and associated Rights) owned by Parent, Purchaser or any direct or indirect wholly-owned Subsidiary of Parent (collectively, "Parent Companies") or any of the Company's direct or indirect wholly-owned Subsidiaries or Company Common Stock held in the treasury of the Company and (ii) Shares held by Dissenting Stockholders (as defined in Section 4.6 hereof) shall, by virtue of the Merger and without any action on the part of Purchaser, the Company or the holder thereof, be canceled and extinguished and converted into the right to receive, pursuant to Section 4.3, the Per Share Amount in cash (the "Merger Consideration"), payable to the holder thereof, without interest thereon, less any required withholding of taxes, upon the surrender of the certificate formerly representing such Share.
Common Stock Rights. (a) Each share of Common Stock purchased by CIT hereunder shall be accompanied by a contingent right (a "Common Stock Right") to receive from the Company on March 8. 1994, automatically, without any further action being required on the part of CIT and without the payment of any consideration in addition to the Purchase Price (as defined below), the Applicable Number (as defined below) of newly issued shares of Common Stock, in the event, but only in the event, that the closing of an initial public offering of the Company's Common Stock that meets the conditions set forth in Section 1.2(b) below has not occurred prior to such date.
Common Stock Rights. If, at any time while this Warrant is outstanding and unexpired, the Company shall pay a dividend or other distribution on all Common Stock consisting of, or shall otherwise issue to all holders of Common Stock, rights, warrants or options (not being available on an equivalent basis to the Holders of this Warrant upon exercise) entitling the holders of Common Stock to subscribe for or purchase Common Stock at a price per share less than the current market price (determined as provided in Section 2.2) of a share of Common Stock on the date fixed for the determination of stockholders entitled to receive such
Common Stock Rights. Immediately prior to the Effective Time, all outstanding Rights, including options and warrants to purchase shares of Company Common Stock which have not been exercised or that do not terminate by their terms shall, by operation of this Agreement and without further action, be canceled and terminated.
Common Stock Rights. E. The first sentence of subparagraph A. of Section
