Parent Rights. Section 3.2(a)...........24
Parent Rights. Each share of Common Stock issued to holders of Company Common Shares in the Merger shall be issued together with one associated Parent Right in accordance with the Parent Rights Agreement. References herein to the shares of Common Stock issuable in the Merger shall be deemed to include the associated Parent Rights.
Parent Rights. In the case of any Tax Contest described in Section 10.02(a)(ii), (b)(ii) or (d)(ii) or the proviso in Section 10.02(d)(i), if (x) as a result of such Tax Contest, Parent could reasonably be expected to become liable to make any material indemnification payment to UpstreamCo hereunder and (y) UpstreamCo has the right to control such Tax Contest pursuant to Section 10.02(a)(ii), (b)(ii) or (d)(ii) or the proviso in Section 10.02(d)(i), then (i) UpstreamCo shall keep Parent reasonably informed in a timely manner of all significant developments in respect of such Tax Contest and all significant actions taken or proposed to be taken by UpstreamCo with respect to such Tax Contest, (ii) UpstreamCo shall timely provide Parent with copies of any written materials prepared, furnished or received in connection with such Tax Contest, (iii) UpstreamCo shall consult with Parent reasonably in advance of taking any significant action in connection with such Tax Contest, (iv) UpstreamCo shall consult with Parent and offer Parent a reasonable opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Contest and shall consider Parent’s comments in good faith, (v) UpstreamCo shall defend such Tax Contest diligently and in good faith as if it were the only party in interest in connection with such Tax Contest and (vi) UpstreamCo shall not settle, compromise or abandon any such Tax Contest without obtaining the prior written consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed.
Parent Rights. For the avoidance of doubt, the parties hereto acknowledge that pursuant to the Parent Rights Agreement, one Parent Right will be attached to each share of Parent Common Stock issued in connection with the Merger upon conversion of Company Common Stock.
Parent Rights. The rights issued pursuant to the Parent Rights Agreement shall not have become non-redeemable, exercisable, distributed or triggered pursuant to the terms of such agreement. Parent shall have amended the Parent Rights Agreement in accordance with Section 3.15 hereof.
Parent Rights. Company shall give Parent (i) prompt written notice of any written demands for payment under Section 262 of the Delaware Law, withdrawals of such demands and any other related instruments served pursuant to Section 262 of the Delaware Law received by Company and a true, correct and complete copy thereof, and (ii) the right to direct all negotiations and proceedings with respect to demands for payment under Section 262 of the Delaware Law. Company shall not voluntarily make any payment with respect to any demands for payment and shall not, except with the prior written consent of Parent and Merger Sub, settle or offer to settle any such demands.
Parent Rights. At the Reincorporation Effective Time, every issued and outstanding Parent Right immediately prior to the Reincorporation Effective Time shall be converted automatically into one Purchaser Right. At the Reincorporation Effective Time, all Parent Rights shall cease to be outstanding and shall automatically be converted and shall cease to exist. The holders of certificates previously evidencing Parent Rights outstanding immediately prior to the Reincorporation Effective Time shall cease to have any rights with respect to such Parent Rights, except as provided herein or by Law. At the Closing, all Purchaser Rights shall cease to be outstanding and shall automatically be canceled and retired and shall cease to exist. The holders of Purchaser Rights instead will receive one-tenth (1/10) of one Purchaser Class A Ordinary Share in exchange for the cancellation of each Purchaser Right; provided that no fractional shares will be issued and all fractional shares will be rounded down to the nearest whole share.
Parent Rights. At the Reincorporation Effective Time, every issued and outstanding Parent Right shall be converted automatically into one-tenth (1/10) of one Purchaser Class A Ordinary Share, in accordance with the terms thereof. At the Reincorporation Effective Time, all Parent Rights shall cease to be outstanding and shall automatically be canceled and retired and shall cease to exist. The holders of issued Parent Rights immediately prior to the Reincorporation Effective Time, as evidenced by the register of rights holders, shall cease to have any rights with respect to such Parent Rights, except as provided herein or by Law. From and after the Reincorporation Effective Time, each certificate or book entry position that evidenced Parent Rights immediately prior to the Reincorporation Merger shall entitle the holder only to the applicable number of Purchaser Class A Ordinary Share into which such certificate or book entry position is convertible according to this Section 2.6(a). Upon surrender of each certificate (if any) previously evidencing Parent Rights, such certificate shall be exchanged for a certificate representing the applicable number of Purchaser Class A Ordinary Shares.
Parent Rights. At the Redomestication Effective Time, every issued and outstanding Parent Right shall be converted automatically into one Purchaser Right. At the Redomestication Effective Time, all Parent Rights shall cease to be outstanding and shall automatically be canceled and retired and shall cease to exist. The holders of issued Parent Rights immediately prior to the Redomestication Effective Time, as evidenced by the register of members shall cease to have any rights with respect to such Parent Rights, except as provided herein or by Law. Each certificate (if any) previously evidencing Parent Rights shall be exchanged for a certificate representing the same number of Purchaser Rights upon the surrender of such certificate in accordance with Section 2.7.
Parent Rights. In the case of any Tax Contest with respect to any Tax Return described in Section 10.02(a), if (x) as a result of such Tax Contest, Parent could reasonably be expected to become liable for an amount of Tax in excess of $1 million and (y) CoalCo has the right to control such Tax Contest pursuant to Section 10.02(a), then (i) CoalCo shall consult with Parent reasonably in advance of taking any significant action in connection with such Tax Contest, (ii) CoalCo shall consult with Parent and offer Parent a reasonable opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Contest, (iii) CoalCo shall defend such Tax Contest diligently and in good faith as if it were the only party in interest in connection with such Tax Contest, (iv) Parent shall be entitled to participate in such Tax Contest and receive copies of any written materials relating to such Tax Contest received from the relevant Tax Authority, and (v) CoalCo shall not settle, compromise or abandon any such Tax Contest without obtaining the prior written consent of Parent, which consent shall not be unreasonably withheld.
