Common use of Poison Pill Clause in Contracts

Poison Pill. To the extent that the Company has a rights plan in effect, on the Conversion Date applicable to such Note, the Holder converting such Note will receive, in addition to any shares of Common Stock otherwise received in connection with such conversion on such Conversion Date the rights under the rights plan, unless prior to such Conversion Date the rights have separated from the Common Stock, in which case, and only in such case, the Conversion Rate will be adjusted at the time of separation as if the Company distributed to all holders of the Common Stock, Distributed Property as described in Section 4.04(c), subject to readjustment in the event of the expiration, termination or redemption of such rights.

Appears in 1 contract

Samples: Immunogen Inc

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Poison Pill. To the extent that the Company has If a rights plan in effect, on the Conversion Date applicable to such Purchaser converts a Note, the Holder Purchaser converting such Note will receive, in addition to any shares of Common Stock otherwise received to which it is entitled in connection with such conversion on such Conversion Date conversion, the rights under any shareholders rights plan of the rights planCompany in effect at such time, unless prior to such the applicable Conversion Date Date, the rights have separated from the Common Stock, in which case, and only in such case, the Conversion Rate will be adjusted at the time of separation as if the Company distributed to all holders of the Common Stock, Distributed Property as described in Section 4.04(c)4.4(c) hereof, subject to readjustment in the event of the expiration, termination or redemption of such rights. In all other cases, the issuance of rights pursuant to a rights plan will not result in an adjustment to the Conversion Rate pursuant to Section 4.4(c) hereof.

Appears in 1 contract

Samples: Note Purchase Agreement (Heron Therapeutics, Inc. /De/)

Poison Pill. To the extent that the Company has If a rights plan in effect, on the Conversion Date applicable to such Purchaser converts a Note, the Holder Purchaser converting such Note will receive, in addition to any shares of Common Stock otherwise received Shares to which it is entitled in connection with such conversion on such Conversion Date conversion, the rights under any shareholders rights plan of the rights planCompany in effect at such time, unless prior to such the applicable Conversion Date Date, the rights have separated from the Common StockShares, in which case, and only in such case, the Conversion Rate will be adjusted at the time of separation as if the Company distributed to all holders of the Common StockShares, Distributed Property as described in Section 4.04(c)‎4.4(c) hereof, subject to readjustment in the event of the expiration, termination or redemption of such rights. In all other cases, the issuance of rights pursuant to a rights plan will not result in an adjustment to the Conversion Rate pursuant to Section ‎4.4(c) hereof.

Appears in 1 contract

Samples: Note Purchase Agreement (Milestone Pharmaceuticals Inc.)

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Poison Pill. To the extent that the Company has If a rights plan in effect, on the Conversion Date applicable to such Purchaser converts a Note, the Holder Purchaser converting such Note will receive, in addition to any shares of Common Stock otherwise received to which it is entitled in connection with such conversion on such Conversion Date conversion, the rights under any shareholders rights plan of the rights planCompany in effect at such time, unless prior to such the applicable Conversion Date Date, the rights have separated from the Common Stock, in which case, and only in such case, the Conversion Rate will be adjusted at the time of separation as if the Company distributed to all holders of the 50 Common Stock, Distributed Property as described in Section 4.04(c)‎4.4(c) hereof, subject to readjustment in the event of the expiration, termination or redemption of such rights. In all other cases, the issuance of rights pursuant to a rights plan will not result in an adjustment to the Conversion Rate pursuant to Section ‎4.4(c) hereof.

Appears in 1 contract

Samples: Note Purchase Agreement (Allurion Technologies, Inc.)

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