Common use of in Event Clause in Contracts

in Event. In the event that an acquiring person becomes the beneficial owner of 25% or more of the then outstanding shares of common stock (except pursuant to a tender or exchange offer for all outstanding shares of common stock which a majority of the unaffiliated directors who are not officers of the Company determine to be at a price which is fair to all stockholders and otherwise in the best interests of the Company and its stockholders), each holder of a Right will thereafter have the right to receive, upon payment of the purchase price, common stock (or, in certain circumstances, cash, property or other securities of the Company) having a value, based on a formula set forth in the Rights Agreement, equal to two times the purchase price of the Right. Notwithstanding any of the foregoing, following the occurrence of the event set forth in this paragraph, a “flip-in event,” all rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by an acquiring person (or by certain related parties) shall be null and void. Rights are not exercisable following the occurrence of the flip-in event until such time as the rights are no longer redeemable by the Company as set forth below. For example, at a purchase price of $16.00 per Right, each Right not owned by an acquiring person (or by certain related parties) following a flip-in event would entitle its holder to purchase $32.00 worth of common stock (or other consideration, as noted above) determined pursuant to a formula set forth in the Rights Agreement, for $16.00. Assuming that the common stock had a per share value of $1.00 at such time (as determined pursuant to such formula), the holder of each valid Right would be entitled to purchase 32 shares of common stock for $16.00.