Parent Rights Plan. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall prevent Parent’s Board of Directors from adopting a stockholder rights or similar agreement or plan.
Parent Rights Plan. Prior to the Effective Time, Parent shall adopt a shareholder rights plan, effective as of the Initial Effective Time, having terms and conditions substantially identical to the terms and conditions set forth in the Oracle Rights Agreement.
Parent Rights Plan. References in this Agreement to Parent Common Stock shall include the associated Parent Rights distributed to holders of Parent Common Stock pursuant to that certain Second Amended and Restated Rights Agreement, dated as of March 11, 2002, between Parent and First Union National Bank (the "Parent Rights Agreement").
Parent Rights Plan. Under the terms of the Parent Rights Agreement, as amended as of the date hereof, the transactions contemplated by this Agreement will not cause a Distribution Date (as defined therein) to occur or cause the rights issued pursuant to the Parent Rights Agreement to become exercisable.
Parent Rights Plan. Other than the Parent Rights Plan, there is no stockholder rights plan, “poison pill” anti-takeover plan or other similar arrangement in effect, to which the Parent is party or otherwise bound. No “Stock Acquisition Date” or “Distribution Date” (as such terms are defined in the Parent Rights Plan) will occur as a result of the execution of this Agreement or any other transactions contemplated by this Agreement or the consummation of the Mergers.
Parent Rights Plan. Neither the execution and delivery of this Agreement or any of the agreements contemplated hereby by the parties hereto and thereto nor the consummation of the transactions contemplated hereby and thereby will cause Company or any of its affiliates or associates to be within the definition of an "Acquiring Person" (as defined in the Rights Plan dated as of October 9, 1998 (the "Parent Rights Plan")) for purposes of the Parent Rights Plan, or Parent shall have taken, prior to the Effective time, any and all action necessary or appropriate to insure that a Distribution Date does not occur as a result of execution or performance of this Agreement, any of the agreements contemplated hereby, or as a result of consummation of any of the transactions contemplated hereby or thereby.
Parent Rights Plan. Parent shall take all necessary action to ensure that none of the transactions contemplated by this Agreement or any of the agreements contemplated hereby will cause (i) Company or any of its affiliates or associates to become an Acquiring Person (as defined in the Parent Rights Plan) for purposes of the Parent Rights Plan, or (ii) otherwise affect in any way the rights under the Parent Rights Plan, including by causing such rights to separate from the underlying shares or by giving such holders the right to acquire securities of any party hereto.
Parent Rights Plan. Each Person entitled to receive shares of Parent Common Stock pursuant to this Article II shall receive, together with each such share of Parent Common Stock, the number of Parent preferred share purchase rights (pursuant to the Rights Agreement dated as of December 31, 1996 between Parent and Xxxxxx Trust and Savings Bank (the "Parent Rights Plan")) associated with one share of Parent Common Stock at the Effective Time.
Parent Rights Plan. Neither the execution of this Agreement or the Shareholders Voting Agreement nor the consummation of the transactions contemplated hereby or thereby will trigger a "Stock Acquisition Date" or "Distribution Date" (as such terms are defined in the Parent Rights Agreement) or will cause the Company or any of its affiliates to become an "Acquiring Person" (as defined in the Parent Rights Agreement).
Parent Rights Plan. At or prior to the Initial Effective Time, Parent shall adopt a Second Amended and Restated Shareholder Rights Plan (the “Parent Rights Plan”), effective at the Initial Effective Time having terms and conditions substantially identical to the Rights Plan and the Rights Plan shall be amended to provide for its termination upon the Effective Time as to FECI.
