Rights Agreements Clause Samples
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Rights Agreements. (a) Without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned), the Company shall not redeem the rights issued under the Company Rights Agreement or amend or terminate the Company Rights Agreement prior to the Effective Time other than (i) to render the Company Rights Agreement inapplicable to the Merger, this Agreement, the Voting Agreements executed by stockholders of the Company and the transactions contemplated hereby and thereby, (ii) as required to do so by a court of competent jurisdiction (in which case, to the extent permitted by such court of competent jurisdiction, the Company shall provide Parent with written notice at least three business days prior to taking any such action), (iii) to preserve the net operating losses of Parent following the Closing or (iv) to effectuate the Merger and the transactions contemplated hereby.
(b) Without the prior written consent of the Company (which consent shall not be unreasonably withheld, delayed or conditioned), Parent shall not redeem the rights issued under the Parent Rights Agreement or amend or terminate the Parent Rights Agreement prior to the Effective Time other than (i) to render the Parent Rights Agreement inapplicable to the Merger, this Agreement, the Voting Agreements executed by stockholders of Parent and the transactions contemplated hereby and thereby, (ii) as required to do so by a court of competent jurisdiction (in which case, to the extent permitted by such court of competent jurisdiction, the Company shall provide the Company with written notice at least three business days prior to taking any such action), (iii) to preserve the net operating losses of Parent following the Closing or (iv) to effectuate the Merger and the transactions contemplated hereby.
(c) Parent shall take all such actions necessary to render each of (i) Article IX of Parent’s by-laws adopted by the Parent Board on the date hereof and (ii) Article XII of Parent’s Articles of Incorporation (assuming such Article is approved by Parent’s stockholders at Parent’s 2009 annual meeting) inapplicable to the Merger, this Agreement and the transactions contemplated hereby (including the receipt of the Merger Consideration by each holder of Shares pursuant to Article II hereof).
Rights Agreements. There are no "rights agreements", "poison pills" or similar defensive installments, arrangements or agreements that would prevent or interfere with the completion of the transactions contemplated by this Agreement.
Rights Agreements. The Board of Directors of the Company has taken all action to the extent necessary (including amending the Company Rights Agreement) in order to render the Company Rights inapplicable to the Merger and the other transactions contemplated by this Agreement. Except in connection with the foregoing sentence and to effect its obligations under this Agreement, the Board of Directors of the Company shall not, without the prior written consent of Parent, (i) amend the Company Rights Agreement or (ii) take any action with respect to, or make any determination under, the Company Rights Agreement, including a redemption of the Company Rights, in each case in order to facilitate any Acquisition Proposal with respect to the Company.
Rights Agreements. The Company has not adopted any stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.
Rights Agreements. 40 6.12 Affiliates...................................................41 6.13 Section 16 Matters...........................................41 6.14
Rights Agreements. (a) Prior to the Separation Time, New U S WEST shall enter into a Rights Agreement (the "NEW U S WEST RIGHTS AGREEMENT") on terms specified by U S WEST pursuant to which one Preferred Stock Purchase Right of New U S WEST (a "NEW U S WEST RIGHT") will be attached to each share of New U S WEST Common Stock issued to U S WEST pursuant to Section 4.1. All references in this Agreement to New U S WEST Common Stock shall be deemed to include such New U S WEST Rights.
(b) Prior to the Separation Time, the Amended and Restated Rights Agreement, dated as of October 31, 1995 (the "U S WEST RIGHTS AGREEMENT"), between U S WEST and State Street Bank and Trust Company, as rights agent, shall be amended to provide (i) that the U S WEST Communications Group Rights (as defined in the U S WEST Rights Agreement) (the "COMMUNICATIONS RIGHTS") and the U S WEST Media Group Rights (as defined in the U S WEST Rights Agreement) (the "MEDIA RIGHTS") shall not become exercisable, distributed or unredeemable as a result of the consummation of the Separation; (ii) that the Communications Rights will expire at the Separation Time; and (iii) for certain amendments to the terms of the Media Rights.
Rights Agreements. As of the date of this Agreement, neither the Company nor any of its Subsidiaries is a party to, or has otherwise adopted, any stockholder rights agreements, stockholder rights plans, “poison pills” or other similar arrangements. The Company shall not, for so long as this Agreement remains in effect, (i) become a party to or adopt any such arrangements or (ii) alter or suspend its announced policy requiring the adoption of such arrangements to be submitted to a vote of the Company’s stockholders.
Rights Agreements. (a) The Company covenants and agrees that it will not (i) redeem the Company Rights, or (ii) amend the Company Rights Agreement prior to the termination of this Agreement unless, and only to the extent that, it is required to do so by order of a court of competent jurisdiction or unless such amendment is primarily for purposes of substituting a new rights agent thereunder and making appropriate conforming amendments. The Company Board shall not make a determination that Parent, Merger Sub or any of their respective “Affiliates” or “Associates” (as such terms are defined in the Company Rights Agreement) is, by virtue of this Agreement or any action contemplated by this Agreement, an “Acquiring Person” (as such term is defined in the Company Rights Agreement) for purposes of the Company Rights Agreement. The Company shall not adopt a new stockholder rights plan or “poison pill.”
(b) The Parent Board shall not make a determination that the Company, or any of its “Affiliates” or “Associates” (as such terms are defined in the Parent Rights Agreement) is, by virtue of this Agreement or any action contemplated by this Agreement, an “Acquiring Person” (as such term is defined in the Parent Rights Agreement) for purposes of the Parent Rights Agreement or any replacement agreement.
Rights Agreements. (a) Except as expressly required by this Agreement, the Company shall not, without the prior written consent of Buyer (which shall not be unreasonably withheld, delayed or conditioned), amend the Company Rights Agreement or take any other action with respect to, or make any determination under, the Company Rights Agreement, including a redemption of the Rights or any to facilitate an Acquisition Proposal.
(b) If Buyer determines that the consummation of the Merger would cause any shareholder of the Company to become an Acquiring Person as a result of the issuance of Buyer Common Stock in the Merger, the Buyer shall take all action necessary, if any, to amend the Buyer Rights Agreement to provide that such shareholder shall be deemed not to be an Acquiring Person (as such term is defined in the Buyer Rights Agreement), that neither a Distribution Date nor Shares Acquisition Date (as each such term is defined in the Buyer Rights Agreement) shall be deemed to occur and the Buyer Rights will not separate from the shares of Buyer Common Stock, in each case as a result of the consummation of the Merger, the issuance of the Buyer Common Stock in connection with the Merger or the other transactions contemplated by this Agreement, the Company Affiliate Agreements or the Voting Agreements.
Rights Agreements. The Rome Board shall take all action necessary in order to render the Rome Rights inapplicable to the Merger and the other Transactions.